This excerpt taken from the LDL DEF 14A filed Mar 19, 2009.
Definitions. For purposes of the Plan, the following terms shall be defined as set forth below:
Agreement shall mean the agreement between the Company and a Holder setting forth the terms and conditions of an award under the Plan.
Annual Cash Retainer Amount shall mean the annual cash retainer that would (but for the provisions of Section 7.1 hereof) otherwise be payable to each Outside Director for each full year of service as an Outside Director. The exact amount of the Annual Cash Retainer Amount shall be determined by the Board.
Board shall mean the Board of Directors of the Company.
Change in Control shall have the meaning set forth in Section 8.3 hereof.
Code shall mean the Internal Revenue Code of 1986, as amended from time to time.
Committee shall mean the Compensation and Stock Option Committee of the Board or any other committee of the Board that the Board may designate to administer the Plan or any portion thereof. If no Committee is so designated, then all references in this Plan to Committee shall mean the Board.
Common Stock means the Common Stock of the Company, par value $.10 per share.
Company shall mean Lydall, Inc., a corporation organized and existing under the laws of the State of Delaware.
Director shall mean a member of the Board.
Disability shall mean physical or mental impairment as determined under procedures established by the Committee for purposes of the Plan.
Economic Value shall have the meaning set forth in Section 11.3(a) hereof.
Effective Date shall have the meaning set forth in Section 10.1 hereof.
Exchange Act shall mean the Securities Exchange Act of 1934, as amended from time to time.
Fair Market Value, when used in reference to a share of Common Stock as of a particular date (such as the date of grant or the date of exercise of an award under the Plan), means the fair value per share of Common Stock as of such date, determined in accordance with the following procedures:
if the Common Stock is listed on a national securities exchange or quoted on the NASDAQ National Market or NASDAQ SmallCap Market, then the fair value per share of the Common Stock shall be the last sale price per share of the Common Stock in the principal trading market for the Common Stock on such date, as reported by the exchange or NASDAQ, as the case may be;
if the Common Stock is not listed on a national securities exchange or quoted on the NASDAQ National Market or NASDAQ SmallCap Market, but is traded in the over-the-counter market, then the fair value per share of the Common Stock shall be the closing bid price per share for the Common Stock on such date, as reported by the OTC Bulletin Board or the National Quotation Bureau, Incorporated or similar publisher of such quotations; and
if the fair value per share of the Common Stock cannot be determined pursuant to clause (i) or (ii) above, then the fair value per share of the Common Stock shall be determined by the Committee in good faith.
Holder shall mean a person who has received an award under the Plan.
Incentive Stock Option shall mean any Stock Option intended to be designated as, and meeting the requirements of, an incentive stock option within the meaning of Section 422 of the Code.
Mature Shares shall mean shares of Common Stock that have been held by the Holder for at least six months.
Nonqualified Stock Option shall mean any Stock Option that is not an Incentive Stock Option, including, from and after the date an Incentive Stock Option ceases to qualify as such, any Incentive Stock Option that ceases to qualify as an Incentive Stock Option.
Normal Retirement shall mean retirement from active employment with the Company or any Subsidiary on or after age 65.
Outside Director shall mean a Director who, as of the close of business on the date of grant of any award hereunder, is not an employee of the Company or any Subsidiary.
Parent shall mean any present or future parent corporation of the Company, as such term is defined in Section 424(e) of the Code.
Performance Goals shall mean (and may be expressed in terms of) any of the following business criteria: (i) net income; (ii) earnings per share; (iii) operating income; (iv) operating cash flow; (v) earnings before income taxes and depreciation; (vi) earnings before interest, taxes, depreciation and amortization; (vii) increases in operating margins; (viii) reductions in operating expenses; (ix) earnings on sales growth; (x) total stockholder return; (xi) return on equity; (xii) return on total capital; (xiii) return on invested capital; (xiv) return on assets; (xv) economic value added; (xvi) cost reductions and savings; (xvii) increase in surplus; (xviii) productivity improvements; or (xix) an executives attainment of personal objectives with respect to any of the foregoing criteria or such other criteria as the Committee deems appropriate such as growth and profitability, customer satisfaction, quality, safety, business development, negotiating transactions or developing long-term business goals. A Performance Goal may be measured over a Performance Period on a periodic,
annual, cumulative or average basis and may be established on a corporate-wide basis or established with respect to one or more operating units, divisions, subsidiaries, acquired businesses, minority investments, partnerships or joint ventures. Unless otherwise determined by the Committee, the Performance Goals will be determined using generally accepted accounting principles consistently applied during a Performance Period.
Performance Objective means the level or levels of performance required to be attained with respect to specified Performance Goals in order for any award of Performance Shares to vest.
Performance Period means the calendar year, or such other shorter or longer period designated by the Committee, during which performance will be measured in order to determine a Holders entitlement to vesting of any Performance Shares.
Performance Shares shall mean shares of Restricted Stock that are subject to restriction based on achievement of pre-defined corporate performance criteria.
Plan shall mean the Lydall 2003 Stock Incentive Compensation Plan, as amended from time to time.
Restricted Stock shall mean shares of Common Stock, received under an award made pursuant to Article VI hereof, that are subject to restrictions under Article VI.
Restriction Period shall mean the period of time during which an award of Restricted Stock is subject to forfeiture.
Retained Distributions shall mean all distributions, including regular cash dividends and other cash equivalent distributions, made or declared with respect to an award of Restricted Stock.
Stock Award shall mean an award of shares of Common Stock to an Outside Director pursuant to Section 7.1 hereof.
Stock Option or Option shall mean an option to purchase shares of Common Stock which is granted pursuant to the Plan.
Subsidiary shall mean any present or future subsidiary corporation of the Company, as such term is defined in Section 424(f) of the Code.
Transaction Value shall mean the Fair Market Value of a share of Common Stock as of the date of repurchase, in the event the award to be repurchased under Section 8.2 hereof is comprised of shares of Common Stock, and the difference between Fair Market Value per share and the exercise price (if lower than Fair Market Value) in the event the award is a Stock Option; in each case, multiplied by the number of shares subject to the award.
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