(i) Employee means any individual who is a common-law employee of the Company, a Parent or a Subsidiary.
(j) Exchange Act means the Securities Exchange Act of 1934, as amended.
(k) Exercise Price means the amount for which one Share may be purchased upon exercise of an Option, as specified by the Board of Directors in the applicable Stock Option Agreement.
(l) Fair Market Value means 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.
(m) Family Member means (i) 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, (ii) any person sharing the Optionees household (other than a tenant or employee), (iii) a trust in which persons described in Clause (i) or (ii) have more than 50% of the beneficial interest, (iv) a foundation in which persons described in Clause (i) or (ii) or the Optionee control the management of assets and (v) any other entity in which persons described in Clause (i) or (ii) or the Optionee own more than 50% of the voting interests.
(n) Grantee means a person to whom the Board of Directors has awarded Shares under the Plan.
(o) ISO means an Option that qualifies as an incentive stock option as described in Code Section 422(b). Notwithstanding its designation as an ISO, an Option that does not qualify as an ISO under applicable law shall be treated for all purposes as an NSO.
(p) NSO means an Option that does not qualify as an incentive stock option as described in Code Section 422(b) or 423(b).
(q) Option means an ISO or NSO granted under the Plan and entitling the holder to purchase Shares.
(r) Optionee means a person who holds an Option.
(s) Outside Director means a member of the Board of Directors who is not an Employee.
(t) Parent means 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. A corporation that attains the status of a Parent on a date after the adoption of the Plan shall be considered a Parent commencing as of such date.
(u) Participant means a Grantee, Optionee or Purchaser.