Adaptec 2006 Annual Report Download - page 158

(iii) A change in the composition of the Board occurring within a two (2)-year period, as a result of which fewer than a majority of the
directors are Incumbent Directors. “Incumbent Directors” means directors who either (A) are Directors as of the effective date of the Plan, or (B) are elected, or
nominated for election, to the Board with the affirmative votes of at least a majority of the Incumbent Directors at the time of such election, to the Board with the
affirmative votes of at least a majority of the Incumbent Directors at the time of such election or nomination (but will not include an individual whose election or
nomination is in connection with an actual or threatened proxy contest relating to the election of directors to the Company); or
(iv) The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which
would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity or its parent) at least fifty percent (50% ) of the total voting power represented by the voting securities of
the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation.
(e) “Code” means the Internal Revenue Code of 1986, as amended. Any reference to a section of the Code herein will be a reference to any
successor or amended section of the Code.
(f) “Committee” means a Committee of Directors or of other individuals satisfying Applicable Laws appointed by the Board in accordance with
Section 4 of the Plan.
(g) “Common Stock” means the Common Stock of the Company.
(h) “Company” means PMC-Sierra, Inc., a Delaware corporation.
(i) “Consultant” means any person, including an advisor, Outside Director, Sales Representative or Distributor engaged by the Company or a Parent
or Subsidiary of the Company to render services and who is compensated for such services.
(j) “Continuous Status as an Employee or Consultant” means that the employment or consulting relationship with the Company or any Parent or
Subsidiary is not interrupted or terminated. Continuous Status as an Employee or Consultant shall not be considered interrupted in the case of: (i) any leave of
absence approved by the Company, including sick leave, military leave, or any other personal leave; or (ii) transfers between locations of the Company or
between the Company, its Parent, its Subsidiaries or its successor. Notwithstanding the foregoing, the Administrator may determine that other interruptions or
terminations in the employment or consulting relationship with the Company or any Parent or Subsidiary not specified in this Section shall not constitute an
interruption in the Continuous Status as an Employee or Consultant.
(k) “Director” means a member of the Board or a member of the board of directors of any Parent or Subsidiary of the Company.
(l) “Disability” means total and permanent disability as defined in Section 22(e)(3) of the Code, provided that 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.
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Source: PMC SIERRA INC, 10-K, March 01, 2007 Powered by Morningstar® Document Research℠