Adaptec 2006 Annual Report Download - page 136

(l) “Disability” means total and permanent disability as defined in Section 22(e)(3) of the Code, provided that in the case of Nonstatutory Stock
Options, Stock Purchase Rights and Restricted Stock Units, the Administrator in its discretion may determine whether a permanent and total disability exists in
accordance with uniform and non-discretionary standards adopted by the Administrator from time to time.
(m) “Distributor” means any person, whether an individual or an entity, serving as a distributor for the Company or any Subsidiary who (whether as
an individual or an entity or through the individual fulfilling the duties of the chief executive officer of the entity) (i) has five years experience as a distributor,
(ii) is experienced in representing semiconductor manufacturers and (iii) sold at least $3,000,000 of the products it distributes during the fiscal year immediately
prior to the year in which stock is being purchased under the Plan (or $3,000,000 during the current fiscal year to date).
(n) “Employee” means any person, including Officers and Directors, employed by the Company or any Parent or Subsidiary of the Company.
Neither service as a Director nor payment of a director’s fee by the Company shall be sufficient to constitute “employment” by the Company.
(o) “Exchange Act” means the Securities Exchange Act of 1934, as amended.
(p) “Fair Market Value” means, as of any date, the value of Common Stock determined as follows:
(i) If the Common Stock is listed on any established stock exchange or a national market system, including without limitation the National
Market System of the National Association of Securities Dealers, Inc. Automated Quotation (“NASDAQ”) System, the Fair Market Value of a Share of Common
Stock shall be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on such system or exchange (or the exchange with the
greatest volume of trading in Common Stock) [on the date of determination (or, if no closing sales price or closing bid, as applicable, was reported on that date,
on the next trading date such closing sales price or closing bid was reported)], as reported in The Wall Street Journal or such other source as the Administrator
deems reliable;
(ii) If the Common Stock is quoted on the NASDAQ System (but not on the National Market System thereof) or is regularly quoted by a
recognized securities dealer but selling prices are not reported, the Fair Market Value of a Share of Common Stock shall be the mean between the high bid and
low asked prices for the Common Stock [on the date of determination (or, if no such prices were reported on that date, on the next date such prices were
reported)], as reported in The Wall Street Journal or such other source as the Administrator deems reliable; or
(iii) In the absence of an established market for the Common Stock, the Fair Market Value shall be determined in good faith by the
Administrator.
(q) “Incentive Stock Option” means an Option intended to qualify as an incentive stock option within the meaning of Section 422 of the Code and
the regulations promulgated thereunder.
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Source: PMC SIERRA INC, 10-K, March 01, 2007 Powered by Morningstar® Document Research℠