This excerpt taken from the CTXS 10-Q filed Nov 7, 2007.
SECTION 13. DEFINITIONS.
(a) Board of Directors shall mean the Board of Directors of the Company, as constituted from time to time.
(b) Code shall mean the Internal Revenue Code of 1986, as amended.
(c) Committee shall mean a committee of the Board of Directors, as described in Section 2(a).
(d) Company shall mean XenSource, Inc., a Delaware corporation.
(e) Consultant shall mean a person who performs bona fide services for the Company, a Parent or a Subsidiary as a consultant or advisor, excluding Employees and Outside Directors.
(f) Disability shall mean that the Optionee is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment.
(g) EMI Option shall mean an Option which is intended at grant to be a qualifying enterprise management incentive option for the purposes of Schedule 5, ITEPA.
(h) Employee shall mean any individual who is a common-law employee of the Company, a Parent or a Subsidiary.
(i) Exercise Price shall mean the amount for which one Share may be purchased upon exercise of an Option, as specified by the Board of Directors in the applicable Stock Option Agreement.
(j) Fair Market Value shall mean the fair market value of a Share, as determined by the Board of Directors in good faith. Such determination shall be conclusive and binding on all persons. In the case of an EMI Option only, Fair Market Value shall have the meaning contained in paragraphs 55 and 56 of Schedule 5, ITEPA.
(k) Family Member shall mean (i) any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law, including adoptive relationships, (ii) any person sharing the Optionees household (other than a tenant or employee), (iii) a trust in which persons described in Clause (i) or (ii) have more than 50% of the beneficial interest, (iv) a foundation in which persons described in Clause (i) or (ii) or the Optionee control the management of assets and (v) any other entity in which persons described in Clause (i) or (ii) or the Optionee own more than 50% of the voting interests.
(l) ISO shall mean an employee incentive stock option described in Section 422(b) of the Code.
(m) ITEPA shall mean Income Taxes (Earnings and Pensions) Act 2003.
(n) Nonstatutory Option shall mean a stock option not described in Sections 422(b) or 423(b) of the Code.
(o) Option shall mean an ISO, Nonstatutory Option or EMI Option granted under the Plan and entitling the holder to purchase Shares.
(p) Optionee shall mean a person who holds an Option.
(q) Outside Director shall mean a member of the Board of Directors who is not an Employee.
(r) Parent shall mean 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.
(s) Plan shall mean this XenSource, Inc. 2005 Stock Plan.
(t) Purchase Price shall mean the consideration for which one Share may be acquired under the Plan (other than upon exercise of an Option), as specified by the Board of Directors.
(u) Purchaser shall mean a person to whom the Board of Directors has offered the right to acquire Shares under the Plan (other than upon exercise of an Option).
(v) Service shall mean service as an Employee, Outside Director or Consultant.
(w) Share shall mean one share of Stock, as adjusted in accordance with Section 8 (if applicable).
(x) Stock shall mean the Common Stock of the Company, with a par value of $0.0001 per Share.
(y) Stock Option Agreement shall mean the agreement between the Company and an Optionee that contains the terms, conditions and restrictions pertaining to the Optionees Option.
(z) Stock Purchase Agreement shall mean the agreement between the Company and a Purchaser who acquires Shares under the Plan that contains the terms, conditions and restrictions pertaining to the acquisition of such Shares.
(aa) Subsidiary shall mean 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.