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(i) “Commission” means the United States Securities and Exchange Commission.
(j) “Committee” means the Compensation Committee of the Board, as constituted from time to time and, to the extent of any
delegation by the Board to a subcommittee pursuant to Section 17(a) of this Plan, such subcommittee.
(k) “Common Shares” means (i) shares of the Class A Common Stock, par value $0.001 per share, of the Corporation and (ii) any
security into which Common Shares may be converted by reason of any transaction or event of the type referred to in Section 11 of this Plan.
(l) “Corporation” has the meaning set forth in Section 1(b) of this Plan.
(m) “Covered Employee” means a Participant who is, or is determined by the Committee to be likely to become, a “covered
employee” within the meaning of Section 162(m) of the Code (or any successor provision).
(n) “Date of Grant” means the date specified by the Committee on which a grant of Option Rights, Appreciation Rights or
Performance Shares or Performance Units or a grant or sale of Restricted Shares or Deferred Shares shall become effective, which shall not be
earlier than the date on which the Committee takes action with respect thereto.
(o) “Deferral Period” means the period of time during which Deferred Shares are subject to deferral limitations under Section 7 of
this Plan.
(p) “Deferred Shares” means an award pursuant to Section 7 of this Plan of the right to receive Common Shares at the end of a
specified Deferral Period.
(q) “Employer” means the Corporation or a Subsidiary or a successor to the Corporation or any such Subsidiary by merger or
otherwise upon or following a Change of Control.
(r) “Employment” As used in this Plan, the term “employment” shall be deemed to refer to service as a member of the Board or as a
consultant, as well as to a traditional employment relationship, as the case may be.
(s) “Evidence of Award” means an agreement, certificate, resolution or other type or form of writing or other evidence approved by
the Committee that sets forth the terms and conditions of the awards granted, which may be in an electronic medium, may be limited to
notation on the books and records of the Corporation and, with the approval of the Committee, need not be signed by a representative of the
Corporation or a Participant.
(t) “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time.
(u) “Executive” means any individual employed by any Employer in a position having a salary grade of EX4, EX3, EX2 or EX1 (as
the Corporation’s salary grades existed at the adoption of the last amendment and restatement of this Plan and as adjusted from time to time
for any changes to the Corporation’s system of classifying its employees by salary grades).
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