This excerpt taken from the BCSI 8-K filed Jun 18, 2007.
15.3 Stockholder Approval. Approval of the Companys stockholders shall be required only to the extent required by applicable laws, regulations or rules.
ARTICLE 16. DEFINITIONS.
16.1 Affiliate means any entity other than a Subsidiary, if the Company and/or one or more Subsidiaries own not less than 50% of such entity.
16.2 Award means any award of an Option, a Restricted Share or a Stock Unit under the Plan.
16.3 Board means the Companys Board of Directors, as constituted from time to time.
16.4 Change in Control means:
(a) The consummation of a merger or consolidation of the Company with or into another entity or any other corporate reorganization, if persons who were not stockholders of the Company immediately prior to such merger, consolidation or other reorganization own immediately after such merger, consolidation or other reorganization 50% or more of the voting power of the outstanding securities of each of (i) the continuing or surviving entity and (ii) any direct or indirect parent corporation of such continuing or surviving entity;
(b) The sale, transfer or other disposition of all or substantially all of the Companys assets;
(c) A change in the composition of the Board, as a result of which fewer than 50% of the incumbent directors are directors who either (i) had been directors of the Company on the date 24 months prior to the date of the event that may constitute a Change in Control (the original directors) or (ii) were elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the aggregate of the original directors who were still in office at the time of the election or nomination and the directors whose election or nomination was previously so approved; or
(d) Any transaction as a result of which any person is the beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing at least 50% of the total voting power represented by the Companys then outstanding voting securities. For purposes of this Paragraph (d), the term person shall have the same meaning as when used in sections 13(d) and 14(d) of the Exchange Act but shall exclude(i) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or of a Parent or Subsidiary and (ii) a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of the common stock of the Company.
A transaction shall not constitute a Change in Control if its sole purpose is to change the state of the Companys incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held the Companys securities immediately before such transaction.
16.5 Code means the Internal Revenue Code of 1986, as amended.
16.6 Committee means a committee of the Board, as described in Article 2.
16.7 Common Share means one share of the common stock of the Company.
16.8 Company means Blue Coat Systems, Inc., a Delaware corporation.
16.9 Consultant means a consultant or adviser who provides bona fide services to the Company, a Parent, a Subsidiary or an Affiliate as an independent contractor.
16.10 Employee means a common-law employee of the Company, a Parent, a Subsidiary or an Affiliate who is newly hired as a employee by the Company, or who is rehired following a bona fide period of interruption of employment, including persons who become new employees of the Company, a Parent, a Subsidiary or an Affiliate in connection with a merger or acquisition.
16.11 Exchange Act means the Securities Exchange Act of 1934, as amended.
16.12 Exercise Price, in the case of an Option, means the amount for which one Common Share may be purchased upon exercise of such Option, as specified in the applicable Stock Option Agreement.
16.13 Fair Market Value means the market price of Common Shares, determined by the Committee in good faith on such basis as it deems appropriate. Such determination shall be conclusive and binding on all persons.
16.14 Involuntary Termination means the termination of the Service of any individual which occurs by reason of:
(a) such individuals involuntary dismissal or discharge by the Company for reasons other than Misconduct, or
(b) such individuals voluntary resignation following (A) a change in his or her position with the Company which materially reduces his or her level of responsibility, (B) a reduction in his or her level of compensation (including base salary, fringe benefits and participation in bonus or incentive programs) or (C) a relocation of such individuals place of employment by more than fifty (50) miles, provided and only if such change, reduction or relocation is effected by the Company without the individuals consent.
16.15 Misconduct means the commission of any act of fraud, embezzlement or dishonesty by the Optionee or Participant, any unauthorized use or disclosure by such person of confidential information or trade secrets of the Company (or any Parent or Subsidiary), or any other intentional misconduct by such person adversely affecting the business or affairs of the Company (or any Parent or Subsidiary) in a material manner. The foregoing definition shall not be deemed to be inclusive of all the acts or omissions which the Company (or any Parent or Subsidiary) may consider as grounds for the dismissal or discharge of any Optionee or Participant or other person in the Service of the Company (or any Parent or Subsidiary).
16.16 NSO means a stock option not described in sections 422 or 423 of the Code.
16.17 Option means an NSO granted under the Plan and entitling the holder to purchase Common Shares.
16.18 Optionee means an individual or estate who holds an Option or SAR.
16.19 Parent means any corporation (other than the Company) in an unbroken chain of corporations ending with the Company, if each of the corporations other than the Company owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. A corporation that attains the status of a Parent on a date after the adoption of the Plan shall be considered a Parent commencing as of such date.
16.20 Participant means an individual or estate who holds an Award.
16.21 Plan means this Blue Coat Systems, Inc. 2007 New Employee Stock Incentive Plan, as amended from time to time.
16.22 Restricted Share means a Common Share awarded under the Plan.
16.23 Restricted Stock Agreement means the agreement between the Company and the recipient of a Restricted Share that contains the terms, conditions and restrictions pertaining to such Restricted Share.
16.24 Service means service as an Employee or Consultant.
16.25 Stock Option Agreement means the agreement between the Company and an Optionee that contains the terms, conditions and restrictions pertaining to his or her Option.
16.26 Stock Unit means a bookkeeping entry representing the equivalent of one Common Share, as awarded under the Plan.
16.27 Stock Unit Agreement means the agreement between the Company and the recipient of a Stock Unit that contains the terms, conditions and restrictions pertaining to such Stock Unit.
16.28 Subsidiary means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company, if each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. A corporation that attains the status of a Subsidiary on a date after the adoption of the Plan shall be considered a Subsidiary commencing as of such date.