8x8 2002 Annual Report Download - page 83

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A. " Administrator " means the Board or any of its Committees as shall be administering the Plan in accordance with
Section 4 hereof.
B. " Applicable Laws " means the requirements relating to the administration of stock option plans under U.S. state
corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the
Common Stock is listed or quoted and the applicable laws of any other country or jurisdiction where Options are granted
under the Plan.
C. " Board " means the Board of Directors of the Company.
D. " Change in Control " means the occurrence of any of the following events:
I. Any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the "beneficial
owner" (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company
representing fifty percent (50%) or more of the total voting power represented by the Company's then outstanding
voting securities; or
II. The consummation of the sale or disposition by the Company of all or substantially all of the Company's assets;
or
III. 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.
F. " Committee " means a committee of Directors appointed by the Board in accordance with Section 4 hereof.
G. " Common Stock " means the Common Stock of the Company.
H. " Company " means Netergy Microelectronics, Inc., a California corporation.
I. " Consultant " means any natural person who is engaged by the Company or any Parent or Subsidiary to render
consulting or advisory services to such entity and who satisfies the requirements of subsection (c)(1) of Rule 701 under
the Securities Act of 1933, as amended.
J. " Director " means a member of the Board.
K. " Disability " means total and permanent disability as defined in Section 22(e)(3) of the Code.
L. " Employee
" means any person, including officers and Directors, employed by the Company or any Parent or Subsidiary
of the Company. A Service Provider shall not cease to be an Employee in the case of (i) any leave of absence approved
by the Company or (ii) transfers between locations of the Company or between the Company, its Parent, any Subsidiary,
or any successor. For purposes of Incentive Stock Options, no such leave may exceed ninety (90) days, unless
reemployment upon expiration of such leave is guaranteed by statute or contract. If reemployment upon expiration of a
leave of absence approved by the Company is not so guaranteed, then three (3) months following the 91st day of such
leave, any Incentive Stock Option held by the Optionee shall cease to be treated as an Incentive Stock Option and shall
be treated for tax purposes as a Nonstatutory Stock Option. Neither service as a Director nor payment of a director's fee
by the Company shall be sufficient to constitute "employment" by the Company.
M. " Exchange Act " means the Securities Exchange Act of 1934, as amended.
N. " 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 Nasdaq National Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market, its Fair
Market Value shall be the closing sales price for such stock (or the closing bid, if no sales were reported) as
quoted on such exchange or system on the day of determination, as reported in The Wall Street Journal or such
other source as the Administrator deems reliable;
II. If the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, its
Fair Market Value shall be the mean between the high bid and low asked prices for the Common Stock on the
day of determination; or