2.10 Participant means, as to any Performance Period, an Employee who has been selected for participation in the Plan for that Performance Period pursuant to Section 3.1.
2.11 Payout Formula means, as to any Performance Period, the formula or payout matrix established by the Administrator pursuant to Section 3.5 in order to determine the Actual Awards (if any) to be paid to Participants. The formula or matrix may differ from Performance Period to Performance Period and from Participant to Participant.
2.12 Performance Period means a Fiscal Year, or any longer or shorter period determined by the Administrator.
2.13 Performance Goals means the goal(s) or combined goal(s) determined by the Administrator to be applicable to a Participant for a Target Award for a Performance Period. Possible performance measures that might be used as a Performance Goal are set forth in Section 3.3 below. A Performance Goal may be established and measured either on a Company-wide basis or with respect to one or more business units, divisions, Affiliates, business segments or an individual, and either in absolute terms or relative to the performance of one or more comparable companies or one or more relevant indices. The Administrator may adjust the results under any Performance Goal to exclude any of the following events that occurs during a Performance Period: (a) strategic corporate transactions, (b) any force majeure event significantly affecting the Company, such as a natural disaster, severe weather event, terrorist attack, pandemic or similar event, (c) asset write-downs, (d) litigation, claims, judgments or settlements, (e) the effect of changes in tax laws, accounting principles or other laws or provisions affecting reported results, (f) accruals for reorganization and restructuring programs, (g) extraordinary, unusual or non-recurring items, (h) exchange rate effects for non-U.S. dollar denominated net sales and operating earnings, or (i) statutory adjustments to corporate tax rates.
2.14 Plan means this ChargePoint Holdings, Inc. Incentive Bonus Plan.
2.15 Shares means shares of the Companys Class A common stock.
2.16 Target Award means the target award amount payable under the Plan to a Participant for the Performance Period expressed as a percentage of his or her Base Salary or a specific dollar amount or by reference to a number of Shares, as determined by the Administrator in accordance with Section 3.4.
2.17 Termination of Employment means a cessation of the employee-employer relationship between an Employee and the Company or an Affiliate for any reason, including (without limitation) a termination by resignation, discharge, death, disability, retirement or the disaffiliation of an Affiliate, but excluding a transfer from the Company to an Affiliate or between Affiliates.
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SELECTION OF PARTICIPANTS AND DETERMINATION OF AWARDS
3.1 Selection of Participants. The Administrator, in its sole discretion, shall select the Employees who shall be Participants for any Performance Period. Participation in the