Holder: means, with respect to an Award or any Shares granted pursuant to an Award, the Person holding such Award or Shares, including the Grantee or any Permitted Transferee.
Incentive Stock Option: means any Stock Option designated and qualified as an incentive stock option as defined in Section 422 of the Code.
Initial Public Offering: means the consummation of the first firm-commitment, underwritten public offering pursuant to an effective registration statement under the Securities Act covering the offer and sale by the Company of its equity securities, as a result of or following which the Common Stock shall be publicly held.
Non-Qualified Stock Option: means any Stock Option that is not an Incentive Stock Option.
Permitted Transferees: means any of the following to whom a Grantee may transfer Shares hereunder: the Grantees 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 person sharing the Grantees household (other than a tenant or employee), a trust in which these persons have more than fifty percent of the beneficial interest, a foundation in which these persons control the management of assets, and any other entity in which these persons own more than fifty percent of the voting interests; provided, however, that any such trust does not require or permit distribution of any Shares during the term of the applicable Award Agreement unless subject to its terms. Upon the death of the Grantee, the term Permitted Transferees also includes such deceased Grantees estate, executions, administrations, personal representations, heirs, legatees and distributees, as the case may be.
Person: means any individual, corporation, partnership (limited or general), limited liability company, limited liability partnership, association, trust, joint venture, unincorporated organization or any similar entity.
Restricted Stock Award: means an Award granted pursuant to Section 8; Restricted Stock means Shares granted pursuant to such Awards.
Restricted Stock Unit: means an Award of phantom stock units to a Grantee that may be settled in cash or stock as determined by the Board, pursuant to Section 10.
Sale Event: means the consummation of (a) the dissolution or liquidation of the Company, (b) the sale of all or substantially all of the assets of the Company on a consolidated basis to an unrelated Person, (c) a merger, reorganization or consolidation pursuant to which the holders of the Companys outstanding voting power immediately prior to such transaction do not own a majority of the outstanding voting power of the surviving or resulting entity (or its ultimate parent, if applicable), (d) the acquisition of all or a majority of the outstanding voting Shares of the Company in a single transaction or a series of related transactions by a Person or group of Persons, or (e) any other acquisition of the business of the Company, as determined by the Board; provided, however, that the Companys Initial Public Offering, any subsequent public offering or another capital raising event, or a merger effected solely to change the Companys domicile shall not constitute a Sale Event.