(l) Director means a member of the Board of Directors of the Company or a Subsidiary.
(m) Domestic Relations Order means a domestic relations order that satisfies the requirements of Section 414(p)(1)(B) of the Code, or any successor provision, as if such section applied to the applicable Award.
(n) Exchange Act means the Securities Exchange Act of 1934, as amended.
(o) Fair Market Value of a Share means the closing market price (that is, the price at which last sold on the principal U.S. market or quotation system) of the Stock on the relevant date if it is a trading date or, if not, on the most recent date on which the Stock was traded prior to such date, as reported by the exchange for the principal U.S. market or principal quotation system on which the Stock is traded; or if, in the opinion of the Committee, this method is inapplicable or inappropriate for any reason, the fair market value as determined pursuant to a reasonable application of a reasonable valuation method (consistent with Treasury Regulations Section 1.409A-1(b)(5)(iv)) adopted by the Committee in good faith for such purpose.
(p) Family Member means with respect to any Participant, any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any individual sharing the Participants household (other than a tenant or employee), a trust in which these individuals have more than 50% of the beneficial interest, a foundation in which these individuals (or the Participant) control the management of assets, and any other entity in which these individuals (or the Participant) own more than 50% of the voting interests.
(q) Incentive Stock Option or ISO means an option to purchase Stock, granted under Article VI herein, which is designated as an incentive stock option and is intended to meet the requirements of Section 422 of the Code.
(r) Key Employee means an officer or other key employee of the Company or its Subsidiaries, who, in the opinion of the Committee, can contribute significantly to the growth and profitability of, or perform services of major importance to, the Company or its Subsidiaries.
(s) Non-qualified Stock Option or NQSO means an option to purchase Stock, granted under Article VI herein, which is not intended to be an Incentive Stock Option.
(t) Option means an Incentive Stock Option or a Non-qualified Stock Option.
(u) Participant means a Key Employee or Director who is granted an Award under the Plan.
(v) Performance Criteria means one or more specified performance goals, which may be individual or Company-based and may be stated in terms of the value of the Stock, return on equity, earnings per Share, total earnings, earnings growth, return on assets, or return on capital, or any other performance measure or measures the Committee selects, with respect to Awards.
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