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ALL » Topics » Section 2.9. Effective Date shall have the meaning set forth in Section 1.3 herein.

This excerpt taken from the ALL 8-K filed Sep 19, 2008.

Section 2.10.          “Effective Date” shall have the meaning set forth in Section 1.3 herein.

 

Section 2.11.          “Election Shares” means any shares of Stock issued to a Non-Employee Director pursuant to the election of such person to receive such shares of Stock in lieu of cash compensation made in accordance with Section 8.2 herein.

 

Section 2.12.          “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, or any successor act thereto.

 

Section 2.13.          “Exempt Reorganization Transaction” means a Reorganization Transaction (as that term is defined in Section 2.4(d)) that fails to result in (a) any Person or group (as such term is defined in Treasury Regulation Section 1.409A-3(i)(5)(v)(B)) becoming a More than 30% Owner (as that term is defined in Section 2.4(a)) or a Majority Owner (as that term is defined in Section 2.4(b)), (b) Board Turnover (as that term is defined in Section 2.4(c)), or (c) a sale or

 

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disposition to any Person or group (as such term is defined in Treasury Regulation Section 1.409A-3(i)(5)(v)(B)) of the assets of the Company that have a total Gross Fair Market Value equal to at least forty percent (40%) of the total Gross Fair Market Value of all of the assets of the Company immediately before such transaction.

 

Section 2.14.          “Exercise Period” means the period during which a Stock Option is exercisable, as set forth in the related Award Agreement.

 

Section 2.15.          “Fair Market Value” means the price at which a share of the Stock was last sold in the principal United States market for the Stock as of the date for which fair market value is being determined, which in the case of Restricted Stock or Restricted Stock Units is the last day of the Period of Restriction.

 

Section 2.16.          “Family Member” means any spouse, child, stepchild, sibling, parent, stepparent, grandparent, or grandchild, including adoptive relationships; a trust in which these persons have more than fifty (50) percent of the beneficial interest; a foundation in which these persons (or the Non-Employee Director) control the management of assets; and any other entity in which these persons (or the Non-Employee Director) own more than fifty (50) percent of the voting interests.

 

Section 2.17.          “Gross Fair Market Value” means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets.

 

Section 2.18.          “Non-Employee Director” means each member of the Board who is not an officer or employee of the Company or any of its Subsidiaries.

 

Section 2.19.          “Option Exercise Price” means the price at which a share of Stock may be purchased by a Participant pursuant to a Stock Option, as determined by the Committee and set forth in the applicable Award Agreement.

 

This excerpt taken from the ALL 8-K filed Sep 12, 2006.

Section 2.9.        “Effective Date” shall have the meaning set forth in Section 1.3 herein.

Section 2.10.      “Election Shares” means any shares of Stock issued to a Non-Employee Director pursuant to the election of such person to receive such shares of Stock in lieu of cash compensation made in accordance with Section 8.2 herein.

EXCERPTS ON THIS PAGE:

8-K
Sep 19, 2008
8-K
Sep 12, 2006

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