(j) Consultant shall mean a person, excluding Employees and Outside Directors, who performs bona fide services for the Company, a Parent or a Subsidiary as a consultant or advisor and who qualifies as a consultant or advisor under Rule 701(c)(1) of the Securities Act or under Instruction A.1.(a)(1) of Form S-8 under the Securities Act.
(k) Date of Grant shall mean the date of grant specified in the Notice of Stock Option Grant, which date shall be the later of (i) the date on which the Board of Directors resolved to grant this option or (ii) the first day of the Optionees Service.
(l) Disability shall mean that the Optionee is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment.
(m) Employee shall mean any individual who is a common-law employee of the Company, a Parent or a Subsidiary.
(n) Exercise Price shall mean the amount for which one Share may be purchased upon exercise of this option, as specified in the Notice of Stock Option Grant.
(o) Fair Market Value shall mean the fair market value of a Share, as determined by the Board of Directors in good faith. Such determination shall be conclusive and binding on all persons.
(p) Immediate Family shall mean any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law and shall include adoptive relationships.
(q) Involuntary Termination means either (a) the Optionees Termination Without Cause or (b) the Optionees Resignation for Good Reason.
(r) ISO shall mean an employee incentive stock option described in Section 422(b) of the Code.
(s) Notice of Stock Option Grant shall mean the document so entitled to which this Agreement is attached.
(t) NSO shall mean a stock option not described in Sections 422(b) or 423(b) of the Code.
(u) Optionee shall mean the person named in the Notice of Stock Option Grant.
(v) Outside Director shall mean a member of the Board of Directors who is not an Employee.
(w) Parent shall mean any corporation (other than the Company) in an unbroken chain of corporations ending with the Company, if each of the corporations other than the Company owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.