DNDN » Topics » DEFINITIONS

This excerpt taken from the DNDN 8-K filed Jun 13, 2005.

DEFINITIONS

 

The following words and phrases shall have the following meanings unless a different meaning is plainly required by the context:

 

2.1. Actual Award” means as to any Performance Period, the actual award of incentive compensation (if any) payable to a Participant for the Performance Period. Each Actual Award is determined by the Payout Formula for the Performance Period, subject to the Committee’s authority under Section 4.6 to increase, reduce or eliminate the award determined by the Payout Formula.

 

2.2. Affiliate” means any corporation that is a “parent corporation” or “subsidiary corporation” of the Company, as those terms are defined in Sections 424(e) and (f) of the Code, or any successor provision, and any joint venture in which the Company or any such “parent corporation” or “subsidiary corporation” owns a controlling equity interest.

 

2.3. Board” means the Board of Directors of the Company.

 

2.4. Code” means the Internal Revenue Code of 1986, as amended.

 

2.5. Committee” means the Compensation Committee of the Board or its delegate as set forth in Section 3.4 hereof.

 

2.6. Company” means Dendreon Corporation, a Delaware corporation.

 

2.7. Employee” means any employee of the Company or of an Affiliate, whether such employee is so employed at the time the Plan is adopted or becomes so employed subsequent to the adoption of the Plan.

 

2.8. Fiscal Year” means the fiscal year of the Company.

 

2.9. Participant” means as to any Performance Period, an Employee who has been selected by the Committee for participation in the Plan for that Performance Period.


2.10. Payout Formula” means as to any Performance Period, the formula or payout matrix established by the Committee pursuant to Section 4.4 in order to determine the Actual Awards (if any) to be paid to Participants. The formula or matrix may differ from Participant to Participant.

 

2.11. Performance Period” means generally, the Fiscal Year. However, the Committee may, at its discretion, designate a shorter period.

 

2.12. Plan” means the Dendreon Corporation Incentive Plan, as set forth herein and as hereafter amended from time to time.

 

2.13. Salary” of a Participant for a Performance Period, means the Participant’s eligible earnings during such period, determined in accordance with the Company’s normal payroll practices:

 

  a. including:

 

  i. base salary at the beginning of the Fiscal Year;

 

  ii. the amount of any reduction in Salary to which a Participant has agreed as part of any plan of the Company to use the amount of such reduction to purchase benefits under a cafeteria plan under Code Section 125, a transportation fringe benefit plan under Code Section 132(f), or in connection with any qualified cash or deferred arrangement under Code Section 401(k); and

 

  iii. if applicable, sick pay, vacation pay and paid time off; but

 

  b. excluding: (i) overtime and, if applicable, pay attributable to shift differentials, (ii) any discretionary bonuses (such as hiring bonuses); (iii) workers compensation payments; (iv) short-term disability benefit payments from a third party; (v) long-term disability benefit payments; (vi) other payments made by a third party; (vii) service awards; (viii) tuition reimbursements; (ix) relocation allowances; (x) severance payments; (xi) any one-time payment, or other payment not directly related to base salary (such as referral bonuses, incentive payments for a current Performance Period or prior Performance Period and other similar payments); (xii) payments of deferred compensation, whether qualified or nonqualified; (xiii) payments made to the Participant under the Company’s salary continuance plan for absence due to illness, injury, or approved medical leave of absence; and (xiv) expatriate allowances.

 

2.14. Target Award” means the target award payable under the Plan to a Participant for the Performance Period, expressed as a percentage of his or her Salary or a specific dollar amount, as determined by the Committee in accordance with Section 4.2 hereof.

 

2.15. Termination of Employment” means a cessation of the employee-employer relationship between an Employee and the Company or an Affiliate for any reason, including, but not limited to, a termination by resignation, discharge, death, disability, retirement, or the cessation of Affiliate status, whether through sale, decrease in equity ownership or otherwise.

 

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