Stock, in each case, as reported in the Wall Street Journal or such other source the Committee
deems reliable; or
(c) if Stock is not publicly traded, the fair market value established by the Committee acting
in good faith.
2.18 Incentive Stock Option means an Option that is intended to meet the
requirements of Section 422 of the Code or any successor provision thereto.
2.19 Independent Director means a member of the Board who is not an Employee of the
Company or of any Parent or Subsidiary.
2.20 Non-Employee Director means a member of the Board who qualifies as a
Non-Employee Director as defined in Rule 16b-3(b)(3) of the Exchange Act, or any successor
definition adopted by the Board.
2.21 Non-Qualified Stock Option means an Option that is not intended to be an
Incentive Stock Option.
2.22 Option means a right granted to a Participant pursuant to Article 5 of the Plan
to purchase a specified number of shares of Stock at a specified price during specified time
periods. An Option may be either an Incentive Stock Option or a Non-Qualified Stock Option.
2.23 Other Stock-Based Award means an Award granted or denominated in Stock or units
of Stock pursuant to Section 8.7 of the Plan.
2.24 Parent means any parent corporation, as defined in Section 424(e) of the Code
and any applicable regulations promulgated thereunder, of the Company or any other entity which
beneficially owns, directly or indirectly, a majority of the outstanding voting stock or voting
power of the Company.
2.25 Participant means any Eligible Individual who, as a member of the Board,
Consultant or Employee, has been granted an Award pursuant to the Plan.
2.26 Performance-Based Award means an Award granted to selected Covered Employees
pursuant to Articles 6 and 8, but which is subject to the terms and conditions set forth in Article
9. All Performance-Based Awards are intended to qualify as Qualified Performance-Based
2.27 Performance Bonus Award has the meaning set forth in Section 8.8.
2.28 Performance Criteria means the criteria that the Committee selects for purposes
of establishing the Performance Goal or Performance Goals for a Participant for a Performance
Period. The Performance Criteria that will be used to establish Performance Goals are limited to
the following: net earnings (either before or after interest, taxes, depreciation and
amortization), economic value-added (as determined by the Committee), sales or revenue, net income
before or after taxes), operating earnings, cash flow (including, but not limited to,
operating cash flow and free cash flow), cash flow return on capital, return on net assets, return