Compensation means the base pay received by a Participant, plus commissions, overtime and regular annual, quarterly and monthly cash bonuses and vacation, holiday and sick pay. Compensation does not include: (1) income related to share option awards, share grants and other equity incentive awards, (2) expense reimbursements, (3) relocation-related payments, (4) benefit plan payments (including but not limited to short-term disability pay, long-term disability pay, maternity pay, military pay, tuition reimbursement and adoption assistance), (5) accrued but unpaid compensation for a deceased Participant, (6) income from non-cash and fringe benefits, (7) severance payments, and (8) other forms of compensation not specifically listed herein.
Election has the meaning given at Section 13(d).
Election Form has the meaning given in Section 5(a).
Employee means any individual who is a common law employee or, with respect to the UK, an employee as defined in section 230(1) of the ERA, of the Company or any other Participating Subsidiary. For purposes of this Plan, the employment relationship shall be treated as continuing intact while the individual is on sick leave or other leave of absence approved by the Company or the Participating Subsidiary, as appropriate, and only to the extent permitted under Section 423 of the Code with respect to the 423 Component. For purposes of this Plan, an individual who performs services for the Company or a Participating Subsidiary pursuant to an agreement (written or oral) that classifies such individuals relationship with the Company or a Participating Subsidiary as other than a common law employee or employee under section 230(1) of the ERA shall not otherwise (unless such individual is otherwise expressly classified as an employee by a different Participating Subsidiary or by the Company) be considered an employee with respect to any period preceding the date on which a court or administrative agency issues a final determination that such individual is an employee.
Enrollment Date means the first Business Day of each Offering Period.
ERA means the United Kingdom Employment Rights Act 1996.
Exercise Date means the last Business Day of each Offering Period (or, if determined by the Committee, the Purchase Period, if different from the Offering Period).
Fair Market Value on or as of any date means the official closing price for a Share as reported on NASDAQ on the relevant valuation date or, if no official closing price is reported on such date, on the preceding day on which an official closing price is reported on NASDAQ was reported; or, if the Shares are no longer listed on NASDAQ, the closing price for Shares as reported on the official website for such other exchange on which the Shares are listed.
ITEPA has the meaning given at Section 13(c).
Offering Period means every six-month period beginning each April 1st and October 1st or such other period designated by the Committee; provided that in no event shall an Offering Period exceed 27 months, with the commencement of the first Offering Period to be determined by the Committee. Notwithstanding anything herein to the contrary, the Committee may establish an Offering Period with multiple Purchase Periods within such Offering Period.
Option means an option granted under this Plan that entitles a Participant to purchase Shares.