2.36 Performance Period shall mean one or more periods of time, which may
be of varying and overlapping durations, as the Administrator may select, over which the attainment of one or more Performance Goals will be measured for the purpose of determining a Holders right to, and the payment of, a Performance Award.
2.37 Performance Stock Unit shall mean a Performance Award awarded under Section 8.1 which is denominated in
units of value including dollar value of shares of Common Stock.
2.38 Permitted Transferee shall mean, with respect to
a Holder, any family member of the Holder, as defined under the instructions to use the Form S-8 Registration Statement under the Securities Act, or any other transferee specifically approved by
the Administrator after taking into account Applicable Law.
2.39 Plan shall have the meaning set forth in Article 1.
2.40 Restricted Stock shall mean Common Stock awarded under Article 6 that is subject to certain restrictions and may
be subject to risk of forfeiture or repurchase.
2.41 Restricted Stock Units shall mean the right to receive Shares
awarded under Article 7.
2.42 Securities Act shall mean the Securities Act of 1933, as amended.
2.43 Shares shall mean shares of Common Stock.
2.44 Stock Appreciation Right shall mean a stock appreciation right granted under Article 9.
2.45 Stock Appreciation Right Term shall have the meaning set forth in Section 9.4.
2.46 Stock Payment shall mean (a) a payment in the form of Shares, or (b) an option or other right to purchase
Shares, as part of a bonus, deferred compensation or other arrangement, awarded under Section 8.3.
2.47
Subsidiary shall mean any entity (other than the Company), whether domestic or foreign, in an unbroken chain of entities beginning with the Company if each of the entities other than the last entity in the unbroken chain
beneficially owns, at the time of the determination, securities or interests representing at least 50% of the total combined voting power of all classes of securities or interests in one of the other entities in such chain.
2.48 Substitute Award shall mean an Award granted under the Plan upon the assumption of, or in substitution for,
outstanding equity awards previously granted by a company or other entity in connection with a corporate transaction, such as a merger, combination, consolidation or acquisition of property or stock; provided, however, that in no event
shall the term Substitute Award be construed to refer to an award made in connection with the cancellation and repricing of an Option or Stock Appreciation Right.
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