This excerpt taken from the LTEC DEF 14A filed Apr 21, 2006.
21. Definitions. For purposes of the Plan, the following terms shall be defined as set forth below:
(a) Board or Board of Directors shall mean the Board of Directors of the Company.
(b) Cause shall mean (i) in the case of an employee or consultant, if there is a written employment or consulting agreement between the optionee and the Company, any of its Subsidiaries or a Parent which defines termination of such relationship for cause, cause as defined in such agreement, and (ii) in the absence of such agreement, (A) conviction of the employee or consultant of any felony, or the conviction of the employee or consultant of a misdemeanor which involves moral turpitude, or the entry by the employee or consultant of a plea of guilty or nolo contendere with respect to any of the foregoing, (B) the commission of any act or failure to act by such employee or consultant that involves moral turpitude, dishonesty, theft, destruction of property, fraud, embezzlement or unethical business conduct, or that is otherwise injurious to the Company or any of its affiliates, whether financially or otherwise, (C) any violation by such employee or consultant of any rule or policy of the Company or any of its affiliates, or (D) any violation by such employee or consultant of the requirements of any other contract or agreement between the Company (or any of its affiliates) and such employee or consultant, and the failure of such employee or consultant to cure such violation within ten (10) days after receipt of written notice from the Company; in each case, with respect to subsections (A) through (D), as determined in good faith by the Board of Directors of the Company in the exercise of its reasonable business judgment.
(c) Code shall mean the Internal Revenue Code of 1986, as amended, and any successor thereto.
(d) Common Stock means the shares of common stock of the Company, no par value.
(e) Constituent Corporation shall mean any corporation which engages with the Company, any of its Subsidiaries or a Parent in a transaction to which Section 424(a) of the Code applies, or any Parent, Subsidiary or affiliate of such corporation.
(f) Disabled or Disability shall mean a permanent and total disability within the meaning of Section 22(e)(3) of the Code.
(g) Exchange Act shall mean the Securities Exchange Act of 1934, as amended, and any successor thereto.
(h) Fair Market Value shall mean as of any applicable date, (i) if the principal securities market on which the Common Stock is traded is a national securities exchange, The Nasdaq National Market (NNM) or The Nasdaq SmallCap Market (NSM), the closing price of the Common Stock on such exchange, the NNM or the NSM, as the case may be, as of the applicable date, or if no sale of the Common Stock shall have occurred on such date, on the next preceding date on which there was a reported sale; (ii) if the principal securities market on which the Common Stock is traded is not a national securities exchange, the NNM or the NSM, the average of the bid and asked prices reported by the National Quotation Bureau, Inc.; (iii) if not reported by the National Quotation Board, the closing price of a share of Common Stock on the date of grant as reported on the OTC Bulletin Board; or (iv) if the price of the Common Stock is not so reported, the Board of Directors good faith determination of the fair value of one share of Common Stock as of the applicable reference date, which determination shall be consistent with the requirements of Section 422(c) of the Code.
(i) Legal Representative shall mean the executor, administrator or other person who at the time is entitled by law to exercise the rights of a deceased or incapacitated optionee with respect to an option granted under the Plan.
(j) Non-qualified Stock Option means any stock option other than an incentive stock option as defined in Section 422 of the Code and any successor thereto.
(k) Parent shall have the same definition as parent corporation in Section 424(e) of the Code.
(l) Subsidiary shall have the same definition as subsidiary corporation in Section 424(f) of the Code.