Definitions Clause Example from Business Contracts

Definitions. As used herein, the following terms shall have the corresponding meanings: 2.1. "Board of Directors" shall mean the Board of Directors of the Company. 2.2. "Charity" shall mean any organization that has been recognized by the Internal Revenue Service as qualifying under Section 501(c)(3) of the Code of 1986. 2.3. "Code" shall mean the U.S. Internal Revenue Code of 1986, as amended. 2.4 "Committee" shall mean the Board of Directors or the Executive Committee acting under authority delegated by th...e Board of Directors. 2.5. "Common Stock" shall mean the common stock, par value $1.00 per share, of the Company. 2.6. "Continuous Service" shall mean, with respect to any Employee, the absence of any interruption or termination of service as an Employee. Such status shall not be considered interrupted in the case of (a) sick leave, (b), military leave, (c), except as otherwise provided in any leave policy adopted by the Company or one of its Subsidiaries from time to time, an approved leave of absence or (d) a transfer between locations and/or between the Company and its Subsidiaries. The determination whether an Employee remains in Continuous Service shall be made by the Committee, in its sole discretion. 2.7. "Date of Grant" shall mean the date of the approval by the Committee of a Stock Option granted hereunder as set forth in the applicable stock option award agreement. In the event of a grant conditioned, among other things, upon stockholder ratification of this Plan, the date of such conditional grant shall be the Date of Grant for purposes of this Plan. 2.8. "Employee" shall mean any person employed by the Company or any Subsidiary of the Company. 2.9. "Executive Committee" shall mean the Executive Committee of the Board of Directors. 2.10. "Fair Market Value" shall mean, with respect to the grant of a Stock Option under the Plan, (a) if the Common Stock is listed on a national securities exchange or NASDAQ, the closing price of the Common Stock for the business day of the Date of Grant, or (b) if the Common Stock is not then listed on an exchange, the average of the closing bid and asked prices per share for the Common Stock in the over-the-counter market as quoted on such market for the business day of the Date of Grant or (c) if the Common Stock is not then listed on any exchange or quoted on an over-the-counter market, an amount determined in good faith by the Committee to be the fair market value of the Common Stock, after consideration of all relevant factors, on the Date of Grant. In all events, "Fair Market Value" shall be determined in good faith by the Committee in a manner that will 1 comply with the provisions of Section 409A of the Code and the regulations promulgated thereunder. 2.11. "NASDAQ" shall mean NASDAQ Global Market, Inc. 2.12. "Nonqualified Stock Option" shall mean a Stock Option that is not intended to qualify for tax treatment as an "incentive stock option" under Section 422 of the Code. 2.13. "Option Exercise Price" shall mean the price paid for shares of Common Stock upon the exercise of a Stock Option granted hereunder. 2.14. "Optionee" shall mean any person entitled to exercise a Stock Option pursuant to the terms of the Plan. 2.15. "Stock Option" shall mean a stock option giving an Optionee the right to purchase shares of the Company's Common Stock. Stock Options granted under the Plan shall be Nonqualified Stock Options. 2.16. "Subsidiary" shall mean a subsidiary company, whether now or hereafter existing, of the Company. View More