2.16 Participant means a person to whom an Award has been granted pursuant to this Plan.
2.17 Performance Award means a Restricted Stock Award, a Stock Unit Award or a Stock Award, granted to a Participant under Article 10, which Award is subject to the achievement of Performance Objectives during a Performance Period.
2.18 Performance Objectives means the performance objectives established pursuant to this Plan for Participants who have received Performance Awards.
2.19 Performance Period means the period designated for the achievement of Performance Objectives.
2.20 Qualified Performance-Based Award means an Option, Stock Appreciation Right, or Performance Award that is intended to qualify as qualified performance-based compensation within the meaning of Section 162(m) of the Code.
2.21 Restricted Stock Award means a grant of Shares to an Eligible Employee under Article 7 that are issued subject to such vesting and transfer restrictions as the Committee shall determine and set forth in an Award Agreement.
2.22 Retirement means any termination of employment (other than by death or Disability) by an employee who is at least 65 years of age, or 55 years of age with at least ten years of employment with the Company or a Subsidiary of the Company.
2.23 Share means one share of the Common Stock.
2.24 Stock Appreciation Right means a contractual right granted to an Eligible Employee under Article 6 entitling such Eligible Employee to receive a payment, representing the difference between the base price per Share of the right and the Fair Market Value of a Share, at such time, and subject to such conditions, as are set forth in the Plan and the applicable Award Agreement.
2.25 Stock Award means a grant of Shares to an Eligible Employee under Article 9 that are issued free of vesting and transfer restrictions.
2.26 Stock Option or Option means the right to purchase Shares granted pursuant to this Plan.
2.27 Stock Unit Award means a contractual right granted to an Eligible Employee under Article 8 representing notional unit interests equal in value to a Share to be paid or distributed at such times, and subject to such conditions, as set forth in the Plan and the applicable Award Agreement.
2.28 Subsidiary has the meaning set forth in Section 424(f) of the Code.
2.29 Term means the period beginning on a Grant Date and ending on the expiration date of such Award.
2.30 Transfer means sale, assignment, pledge, encumbrance, alienation, attachment, charge or other disposition, whether or not for consideration; and the terms Transferred or Transferable have corresponding meanings.
ARTICLE 3
ADMINISTRATION; PARTICIPATION AND AWARDS
3.1 The Committee. This Plan shall be administered and interpreted by the Committee.
3.2 Committee Authority. The Committee shall have such powers and authority as may be necessary or appropriate for the Committee to carry out its functions as described in the Plan. Subject to the express limitations of the Plan, the Committee shall have authority in its discretion to determine, after considering managements recommendations with respect to Eligible Employees excluding the Companys executive officers, the Eligible Employees to whom, and the time or times at which, Awards may be granted, the number of Shares, units or other rights subject to each Award, the exercise, base or
purchase price of an Award (if any), the time or times at which an Award will become vested, exercisable or payable, the performance goals and other conditions of an Award, the duration of the Award, and all other terms of the Award. The Committee shall determine the terms and conditions of all Awards granted to Participants. Subject to the terms of the Plan, the Committee shall have the authority to amend the terms of an Award in any manner that is not inconsistent with the Plan, provided that no such action shall adversely affect the rights of a Participant with respect to an outstanding Award without the Participants consent. The Committee shall also have discretionary authority to interpret the Plan, to make factual determinations under the Plan, and to make all other determinations necessary or advisable for Plan administration, including, without limitation, to correct any defect, to supply any omission or to reconcile any inconsistency in the Plan or any Award
Agreement hereunder. The Committee may prescribe, amend, and rescind rules and regulations relating to the Plan. The Committees determinations under the Plan need not be uniform and may be made by the Committee selectively among Participants and Eligible Employees, whether or not such persons