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(o) “Date of Grant” means the date as of which an Award is determined to be effective and designated in a resolution by the
Compensation Committee or an Authorized Officer and is granted pursuant to the Plan. The Date of Grant shall not be earlier than the date of
the resolution and action therein by the Compensation Committee or an Authorized Officer. In no event shall the Date of Grant be earlier than
the Effective Date.
(p) “Detrimental Activity,” except as may be otherwise specified in a Participant’s Evidence of Award, means:
(i) engaging in any activity of competition, as specified in any covenant not to compete set forth in any agreement
between a Participant and the Corporation or a Subsidiary, including, but not limited to, the Participant’s Evidence of Award,
during the period of restriction specified in the agreement prohibiting the Participant from engaging in such activity;
(ii) engaging in any activity of solicitation, as specified in any covenant not to solicit set forth in any agreement
between a Participant and the Corporation or a Subsidiary, including, but not limited to, the Participant’s Evidence of Award,
during the period of restriction specified in the agreement prohibiting the Participant from engaging in such activity;
(iii) the disclosure to anyone outside the Corporation or a Subsidiary, or the use in other than the Corporation’s or a
Subsidiary’s business, (A) without prior written authorization from the Corporation, of any confidential, proprietary or trade
secret information or material relating to the business of the Corporation and its Subsidiaries, acquired by the Participant
during his or her service with the Corporation or any of its Subsidiaries, or (B) in violation of any covenant not to disclose set
forth in any agreement between a Participant and the Corporation or a Subsidiary, including, but not limited to, the
Participant’s Evidence of Award, during the period of restriction specified in the agreement prohibiting the Participant from
engaging in such activity;
(iv) the (A) failure or refusal to disclose promptly and to assign to the Corporation or a Subsidiary upon request all
right, title and interest in any invention or idea, patentable or not, made or conceived by the Participant during his or her
service with the Corporation or any of its Subsidiaries, relating in any manner to the actual or anticipated business, research or
development work of the Corporation or any Subsidiary or the failure or refusal to do anything reasonably necessary to enable
the Corporation or any Subsidiary to secure a patent where appropriate in the United States and in other countries, or (B)
violation of any development and inventions provision set forth in any agreement between a Participant and the Corporation or
a Subsidiary, including, but not limited to, the Participant’s Evidence of Award;
(v) if the Participant is or was an officer, activity that the Board determines entitles the Corporation to seek recovery
from an officer under any
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