Adaptec 2006 Annual Report Download - page 120

(j) “Fair Market Value” shall mean, 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, 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 the exchange with the greatest volume of trading in
Common Stock) or system on the last market trading day prior to the day of such determination, as reported in the Wall Street Journal or such other source as the
Board deems reliable, or;
(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, its Fair Market Value shall be the mean between the high and low asked prices for the Common
Stock on the last market trading day prior to the day of such determination, as reported in the Wall Street Journal or such other source as the Board deems
reliable, or;
(iii) In the absence of an established market for the Common Stock, the Fair Market Value thereof shall be determined in good faith by the
Board.
(k) “Offering Period” shall mean the period of approximately twenty-four (24) months during which an option granted pursuant to the Plan may be
exercised.
(l) “Plan” shall mean this Employee Stock Purchase Plan.
(m) “Purchase Price” shall mean an amount equal to 85% of the Fair Market Value of a share of Common Stock on the Enrollment Date or on the
Exercise Date, whichever is lower, except that if the Employee completes an election form in the form of Exhibit A to this Plan (or such other form as the
Company may provide) and files it with the Company’s payroll office at least ten (10) business days before the applicable Exercise Date, the Purchase Price shall
mean an amount equal to 100% of the Fair Market Value of a share of Common Stock on the Enrollment Date or 85% of the Fair Market Value of a share of
Common Stock on the Exercise Date, whichever is lower. Such an election is only applicable for the Purchase Period as stated on the election form and for
Employee’s who are already participants in the applicable Offering Period.
(n) “Purchase Period” shall mean the approximately six month period commencing on one Exercise Date and ending with the next Exercise Date.
(o) “Reserves” shall mean the number of shares of Common Stock covered by each option under the Plan which have not yet been exercised and the
number of shares of Common Stock which have been authorized for issuance under the Plan but not yet placed under option.
(p) “Subsidiary” shall mean a corporation, domestic or foreign, of which not less than 50% of the voting shares are held by the Company or a
Subsidiary, whether or not such corporation now exists or is hereafter organized or acquired by the Company or a Subsidiary.
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Source: PMC SIERRA INC, 10-K, March 01, 2007 Powered by Morningstar® Document Research℠