to which the Company enters into an investment advisory agreement with a third-party advisor. Where a Covered Transaction involves a tender offer that is reasonably expected to be followed by a merger described in clause (i) (as determined by the Board), the Covered Transaction shall be deemed to have occurred upon consummation of the tender offer.
(K)
Effective Date
has the meaning set forth in Section 11.
(L)
Employee
means any person employed by the Company.
(M)
Employee Plan
means the Amended and Restated 2018 Equity Incentive Plan of the Company, as amended and restated from time to time.
(N)
Family Member
means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the Participants household (other than a tenant or employee), a trust in which these persons have more than fifty percent of the beneficial interest, a foundation in which these persons (or the Participant) control the management of assets, and any other entity in which these persons (or the Participant) own more than fifty percent of the voting interests.
(O)
Non-employee Director
means any director of the Company who is not an Employee or officer of the Company.
(P)
Participant
means a person to whom an Award is granted pursuant to the Plan.
(Q)
Permitted Transferee
means a Family Member of a Participant to whom an Award has been transferred by gift.
(R)
Plan
means this 2018 Non-employee Director Plan, as from time to time amended and in effect.
(S)
Restricted Stock
means an Award of Stock for so long as the Stock remains subject to restrictions requiring that it be forfeited to the Company if specified conditions are not satisfied.
(T)
Securities Act
means the Securities Act of 1933, as amended.
(U)
Stock
means the common stock of the Company, par value $.001 per share.
(A)
Administration By Board
. The Board shall administer the Plan unless and until it delegates administration to a Committee, as provided in Section 3(C). The Plan may also be administered by the Compensation Committee administering the Employee Plan.
(B)
Powers of Board
. The Board shall have the power, subject to the express provisions of the Plan and applicable law:
i. To determine from time to time which of the persons eligible under the Plan shall be granted Awards; when and how each Award shall be granted and documented; what type or combination of types of Awards shall be granted; the provisions of each Award granted; and the number of shares of Stock with respect to which an Award shall be granted to each such person.
ii. To construe and interpret the Plan and Awards granted under it, and to establish, amend and revoke rules and regulations for its administration. The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan or in any Award documentation, in such manner and to such extent as it shall deem necessary or expedient to make the Plan fully effective.
iii. To amend the Plan or an Award as provided in Section 9.
iv. To terminate or suspend the Plan as provided in Section 10.
v. Generally, to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote the best interests of the Company and that are not in conflict with the provisions of the Plan.
(C)
Delegation to Committee
. The Board may delegate administration of the Plan to a Committee or Committees of two (2) or more members of the Board, and the term
Committee
shall apply to any persons to whom such authority has been delegated; provided that a required majority, as defined in Section 57(o) of the 1940 Act, must approve of each