(l) Fair Market Value means:
(i) For so long as the Class A Stock is publicly traded, the Fair Market Value per share shall be determined as follows: (A) if the principal trading market for the Class A Stock is a national securities exchange, the closing sales price during regular trading hours on the relevant date or, if there were no trades on that date, the latest preceding date upon which a sale was reported, or (B) if the Class A Stock is not principally traded on any such exchange, the last reported sale price of a share of Class A Stock during regular trading hours on the relevant date, as reported by the OTC Bulletin Board.
(ii) If the Class A Stock is not publicly traded or, if publicly traded, is not subject to reported transactions as set forth above, the Fair Market Value per share shall be determined by the Committee through any reasonable valuation method authorized under the Code.
(m) GAAP means United States generally accepted accounting principles.
(n) Grant means an Option, SAR, Stock Award, Stock Unit or Other Stock-Based Award granted under the Plan.
(o) Grant Instrument means the written agreement that sets forth the terms and conditions of a Grant, including all amendments thereto.
(p) Incentive Stock Option means an Option that is intended to meet the requirements of an incentive stock option under Section 422 of the Code.
(q) Key Advisor means a consultant or advisor of the Employer.
(r) Merger Agreement means that certain Agreement and Plan of Merger, dated as of February 4, 2021, by and among the Company, Chrome Merger Sub, Inc., a Delaware corporation, and 23andMe, Inc., Delaware corporation, as amended by that certain First Amendment to Agreement and Plan of Merger, dated February 13, 2021, by and among the Company, Chrome Merger Sub, Inc. and 23andMe, Inc.
(s) Non-Employee Director means a member of the Board who is not an Employee.
(t) Nonqualified Stock Option means an Option that is not intended to be taxed as an incentive stock option under Section 422 of the Code.
(u) Option means an option to purchase shares of Class A Stock, as described in Section 6.
(v) Other Stock-Based Award means any Grant based on, measured by or payable in Class A Stock (other than an Option, Stock Unit, Stock Award, or SAR), as described in Section 10.
(w) Participant means an Employee, Key Advisor or Non-Employee Director designated by the Committee to participate in the Plan.