Date of Grant means the date as of which the Administrator grants an Award to a person.
Disability means a Participant, as determined by the Administrator (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or that has lasted or can be expected to last for a continuous period of not less than twelve (12) months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or that has lasted or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Participants employer.
Early Retirement means an employee voluntarily ceases to be an Employee and the Administrator determines (either initially or subsequent to the grant of the relevant Award) that the cessation constitutes Retirement for purposes of this Plan. In deciding whether a termination of employment is an Early Retirement, the Administrator need not consider the definition under any other Company benefit plan.
Eligible Director (or Director) means a non-employee director of the Company or one of its Eligible Subsidiaries.
Eligible Subsidiary means each of the Companys Subsidiaries, except as the Administrator otherwise specifies.
Employee means any person employed as an employee of the Company or an Eligible Subsidiary.
Exchange Act means the U.S. Securities Exchange Act of 1934, as amended.
Exercise Price means, in the case of an Option, the value of the consideration that an Optionee must provide in exchange for one share of Common Stock. In the case of a SAR, Exercise Price, means an amount which is subtracted from the Fair Market Value in determining the amount payable upon exercise of such SAR.
Fair Market Value means, as of any date, the fair market value of a share of Common Stock for purposes of the Plan which will be determined as follows:
(i) If the Common Stock is traded on the New York Stock Exchange or other national securities exchange, the closing sale price on that date or, if the given date is not a trading day, the closing sale price for the immediately preceding trading day; or
(ii) If the Common Stock is not traded on the New York Stock Exchange or other national securities exchange, the Fair Market Value thereof shall be determined in good faith by the Administrator and in compliance with Code Section 409A.
Fortive shall mean Fortive Corporation, a Delaware corporation.
Gross Misconduct means the Participant has:
(i) Committed fraud, misappropriation, embezzlement, willful misconduct or gross negligence with respect to the Company or any Subsidiary thereof, or any other action in willful disregard of the interests of the Company or any Subsidiary thereof;