Section 2.24“Plan” shall mean this Medifast, Inc. Directors’ Deferred Compensation Plan (as it may be amended and restated from time to time).
Section 2.25“Plan Earnings” shall mean the amounts credited to a Participant’s Account pursuant to Article VI herein.
Section 2.26“Premium Award” shall mean an amount credited under Section 4.04 of the Plan.
Section 2.27“Premium Award Subaccount” shall mean the subaccount established for a Director’s Premium Award pursuant to Section 5.02(c) of the Plan and credited with Restricted Share Units and Plan Earnings pursuant to the terms of the Plan.
Section 2.28“Restricted Share Unit” shall mean a unit of measurement equivalent to one share of Common Stock but with none of the attendant rights of a holder of a share of Common Stock until a share of Common Stock is ultimately distributed in payment of the obligation (other than the right to receive dividend equivalent amounts in accordance with Article VI herein), that is credited to a Participant’s Account and, subject to the vesting provisions set forth in Section 7.01 hereof, payable pursuant to the terms of the Plan in the form of Common Stock pursuant to the terms of Section 7.02 herein. Restricted Share Units shall constitute “Deferred Shares” under the Share Incentive Plan, and shall be subject to the terms and conditions therein.
Section 2.29 “Section 409A” shall mean Section 409A of the Code and the regulations promulgated thereunder.
Section 2.30“Share Incentive Plan” shall mean the Medifast, Inc. Amended and Restated 2012 Share Incentive Plan, and any successor plan, in each case, as amended from time to time.
Section 2.31“Subsequent Election Deadline” shall mean December 31 of the applicable year, as set forth in Section 4.02 herein.
Section 2.32 “Vested” shall mean the Restricted Share Units that are vested and non-forfeitable pursuant to Section 7.01 of the Plan.
Article III.Administration of the Plan
Section 3.01Administrator. The Committee may designate an Administrator to aid the Committee in its administration of the Plan. Such Administrator shall maintain complete and adequate records pertaining to the Plan, including but not limited to Participants’ Accounts, and shall serve at the pleasure of the Committee.
Section 3.02Administration. The Plan shall be administered by the Administrator, who shall have complete discretionary authority to interpret and administer the Plan, to determine all amounts that are payable under the Plan, correct errors in administration and otherwise to implement the Plan, in each case consistent with the Plan’s purposes and intent. All actions of the Administrator with respect to this Plan shall be final and binding on all persons for such Plan purposes.
Article IV.Deferred Compensation
Section 4.01Initial Elections by Existing Directors.
(a)Any Director of the Company as of the Effective Date may make an initial election within 30 days following the Effective Date (the “Initial Election Deadline”), to participate in the Plan and defer all, or such percentage as he or she may specify, of Cash Compensation first Earned with respect to the Director