TUNE » Topics » DEFINITIONS

This excerpt taken from the TUNE DEF 14A filed Mar 12, 2009.

DEFINITIONS

 

Section 2.1. Board means the Board of Directors of the Company or any committee thereof designated by the Board of Directors of the Company in accordance with Article XIV of the Plan.

 

Section 2.2. Code means the Internal Revenue Code of 1986, as amended.

 

Section 2.3. Common Stock means the common stock of the Company.

 

Section 2.4. Company means Microtune, Inc.

 

Section 2.5. Compensation means all base straight time gross earnings and commissions, but exclusive of payments for overtime, shift premium, incentive compensation, incentive payments, bonuses and other compensation.

 

Section 2.6. Designated Subsidiary means any Subsidiary that has been designated by the Board from time to time in its sole discretion as eligible to participate in the Plan.

 

Section 2.7. Dissolution Exercise Date means a new Exercise Date which shall occur immediately prior to the consummation of a proposed dissolution or liquidation, unless provided otherwise by the Board.

 

Section 2.8. Employee means any individual who is an employee of the Company or a Designated Subsidiary for tax purposes whose customary employment with the Company or a Designated Subsidiary is at least twenty (20) hours per week and more than five (5) months in any calendar year. For purposes of the Plan, the employment relationship shall be treated as continuing intact while the individual is on sick leave or other leave of absence approved by the Company or a Designated Subsidiary. Where the period of leave exceeds 90 days and the individual’s right to reemployment is not guaranteed either by statute or by contract, the employment relationship shall be deemed to have terminated on the 91st day of such leave.

 

Section 2.9. Enrollment Date means the first Trading Day of each Offering Period, as described in Section 2.13(a)(i) below.

 

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Section 2.10. Exercise Date means the last Trading Day of each Offering Period, as described in Section 2.13(a)(ii) below.

 

Section 2.11. Fair Market Value means, as of any date, the value of Common Stock determined as follows:

 

(a) If the Common Stock is listed on any established stock exchange or a national market system, including without limitation The Nasdaq Global Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market, its Fair Market Value shall be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on such exchange or system on the date of determination, as reported in The Wall Street Journal or such other source as the Board deems reliable;

 

(b) If the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, its Fair Market Value shall be the mean of the closing bid and asked prices for the Common Stock on the date of determination, as reported in The Wall Street Journal or such other source as the Board deems reliable;

 

(c) In the absence of an established market for the Common Stock, the Fair Market Value thereof shall be determined in good faith by the Board; or

 

(d) For purposes of the Enrollment Date of the first Offering Period under the Plan, the Fair Market Value shall be the initial price to the public as set forth in the final prospectus included within the Registration Statement.

 

Section 2.12. New Exercise Date means a new Exercise Date which shall occur immediately prior to the consummation of a proposed asset sale or merger if the successor corporation refuses to assume or substitute for the option.

 

Section 2.13. Offering Period

 

(a) Subject to Section 2.13(b) below, the term “Offering Period” means a period of approximately six (6) months at the end of which an option granted pursuant to the Plan may be exercised, which shall:

 

(i) commence on the first Trading Day on or after the later of:

 

(A) May 1 and November 1 of each year, or

 

(B) the first day after the last day of the immediately preceding Offering Period (the Enrollment Date), and

 

(ii) terminate on the last Trading Day that immediately precedes the six (6) month anniversary of the date described in Section 2.13(a)(i) above (the Exercise Date);

 

(b) Notwithstanding Section 2.13(a) above, the duration and timing of each Offering Period, including the commencement and termination thereof, may be changed pursuant to Article IV and Section 20.2 of this Plan.

 

Section 2.14. Plan means this Amended and Restated 2000 Employee Stock Purchase Plan.

 

Section 2.15. Purchase Price means 85% of the Fair Market Value of a share of Common Stock on the Enrollment Date or on the Exercise Date, whichever is lower; provided however, that the Purchase Price may be adjusted by the Board pursuant to Article XX.

 

Section 2.16. Registration Statement means the registration statement in Form S-1 filed with the Securities and Exchange Commission for the initial public offering of the Company’s Common Stock.

 

Section 2.17. Reserves means the number of shares of Common Stock covered by each option under the Plan which have not yet been exercised and the number of shares of Common Stock which have been authorized for issuance under the Plan but not yet placed under option.

 

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Section 2.18. Subsidiary means a corporation, domestic or foreign, of which not less than 50% of the voting shares are held by the Company or another Subsidiary, whether or not such corporation now exists or is hereafter organized or acquired by the Company or any Subsidiary.

 

Section 2.19. Trading Day means a day on which national stock exchanges and the Nasdaq System are open for trading.

 

This excerpt taken from the TUNE 10-Q filed Oct 23, 2008.

DEFINITIONS

Section 2.1. Board means the Board of Directors of the Company or any committee thereof designated by the Board of Directors of the Company in accordance with Article XIV of the Plan.

Section 2.2. Code means the Internal Revenue Code of 1986, as amended.

Section 2.3. Common Stock means the common stock of the Company.

Section 2.4. Company means Microtune, Inc.

Section 2.5. Compensation means all base straight time gross earnings and commissions, but exclusive of payments for overtime, shift premium, incentive compensation, incentive payments, bonuses and other compensation.

Section 2.6. Designated Subsidiary means any Subsidiary that has been designated by the Board from time to time in its sole discretion as eligible to participate in the Plan.

Section 2.7. Dissolution Exercise Date means a new Exercise Date which shall occur immediately prior to the consummation of a proposed dissolution or liquidation, unless provided otherwise by the Board.

Section 2.8. Employee means any individual who is an employee of the Company or a Designated Subsidiary for tax purposes whose customary employment with the Company or a Designated Subsidiary is at least twenty (20) hours per week and more than five (5) months in any calendar year. For purposes of the Plan, the employment relationship shall be treated as continuing intact while the individual is on sick leave or other leave of absence approved by the

 

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Company or a Designated Subsidiary. Where the period of leave exceeds 90 days and the individual’s right to reemployment is not guaranteed either by statute or by contract, the employment relationship shall be deemed to have terminated on the 91st day of such leave.

Section 2.9. Enrollment Date means the first Trading Day of each Offering Period, as described in Section 2.13(a)(i) below.

Section 2.10. Exercise Date means the last Trading Day of each Offering Period, as described in Section 2.13(a)(ii) below.

Section 2.11. Fair Market Value means, as of any date, the value of Common Stock determined as follows:

(a) If the Common Stock is listed on any established stock exchange or a national market system, including without limitation The Nasdaq Global Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market, its Fair Market Value shall be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on such exchange or system on the date of determination, as reported in The Wall Street Journal or such other source as the Board deems reliable;

(b) If the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, its Fair Market Value shall be the mean of the closing bid and asked prices for the Common Stock on the date of determination, as reported in The Wall Street Journal or such other source as the Board deems reliable;

(c) In the absence of an established market for the Common Stock, the Fair Market Value thereof shall be determined in good faith by the Board; or

(d) For purposes of the Enrollment Date of the first Offering Period under the Plan, the Fair Market Value shall be the initial price to the public as set forth in the final prospectus included within the Registration Statement.

Section 2.12. New Exercise Date means a new Exercise Date which shall occur immediately prior to the consummation of a proposed asset sale or merger if the successor corporation refuses to assume or substitute for the option.

Section 2.13. Offering Period

(a) Subject to Section 2.13(b) below, the term “Offering Period” means a period of approximately six (6) months at the end of which an option granted pursuant to the Plan may be exercised, which shall:

(i) commence on the first Trading Day on or after the later of:

(A) May 1 and November 1 of each year, or

(B) the first day after the last day of the immediately preceding Offering Period (the Enrollment Date), and

 

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(ii) terminate on the last Trading Day that immediately precedes the six (6) month anniversary of the date described in Section 2.13(a)(i) above (the Exercise Date);

(b) Notwithstanding Section 2.13(a) above, the duration and timing of each Offering Period, including the commencement and termination thereof, may be changed pursuant to Article IV and Section 20.2 of this Plan.

Section 2.14. Plan means this Amended and Restated 2000 Employee Stock Purchase Plan.

Section 2.15. Purchase Price means 85% of the Fair Market Value of a share of Common Stock on the Enrollment Date or on the Exercise Date, whichever is lower; provided however, that the Purchase Price may be adjusted by the Board pursuant to Article XX.

Section 2.16. Registration Statement means the registration statement in Form S-1 filed with the Securities and Exchange Commission for the initial public offering of the Company’s Common Stock.

Section 2.17. Reserves means the number of shares of Common Stock covered by each option under the Plan which have not yet been exercised and the number of shares of Common Stock which have been authorized for issuance under the Plan but not yet placed under option.

Section 2.18. Subsidiary means a corporation, domestic or foreign, of which not less than 50% of the voting shares are held by the Company or another Subsidiary, whether or not such corporation now exists or is hereafter organized or acquired by the Company or any Subsidiary.

Section 2.19. Trading Day means a day on which national stock exchanges and the Nasdaq System are open for trading.

This excerpt taken from the TUNE DEF 14A filed Mar 17, 2008.

DEFINITIONS

 

Section 2.1. Board means the Board of Directors of the Company or any committee thereof designated by the Board of Directors of the Company in accordance with ARTICLE XIV of the Plan.

 

Section 2.2. Code means the Internal Revenue Code of 1986, as amended.

 

Section 2.3. Common Stock means the common stock of the Company.

 

Section 2.4. Company means Microtune, Inc.

 

Section 2.5. Compensation means all base straight time gross earnings and commissions, but exclusive of payments for overtime, shift premium, incentive compensation, incentive payments, bonuses and other compensation.

 

Section 2.6. Designated Subsidiary means any Subsidiary that has been designated by the Board from time to time in its sole discretion as eligible to participate in the Plan.

 

Section 2.7. Dissolution Exercise Date means a new Exercise Date which shall occur immediately prior to the consummation of a proposed dissolution or liquidation, unless provided otherwise by the Board.

 

Section 2.8. Employee means any individual who is an employee of the Company or a Designated Subsidiary for tax purposes whose customary employment with the Company or a Designated Subsidiary is at least twenty (20) hours per week and more than five (5) months in any calendar year. For purposes of the Plan, the employment relationship shall be treated as continuing intact while the individual is on sick leave or other leave of absence approved by the Company or a Designated Subsidiary. Where the period of leave exceeds 90 days and the individual’s right to reemployment is not guaranteed either by statute or by contract, the employment relationship shall be deemed to have terminated on the 91st day of such leave.

 

Section 2.9. Enrollment Date means the first Trading Day of each Offering Period, as described in Section 2.13(a)(i) below.

 

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Section 2.10. Exercise Date means the last Trading Day of each Offering Period, as described in Section 2.13(a)(ii) below.

 

Section 2.11. Fair Market Value means, as of any date, the value of Common Stock determined as follows:

 

(a) If the Common Stock is listed on any established stock exchange or a national market system, including without limitation The Nasdaq Global Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market, its Fair Market Value shall be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on such exchange or system on the date of determination, as reported in The Wall Street Journal or such other source as the Board deems reliable;

 

(b) If the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, its Fair Market Value shall be the mean of the closing bid and asked prices for the Common Stock on the date of determination, as reported in The Wall Street Journal or such other source as the Board deems reliable;

 

(c) In the absence of an established market for the Common Stock, the Fair Market Value thereof shall be determined in good faith by the Board; or

 

(d) For purposes of the Enrollment Date of the first Offering Period under the Plan, the Fair Market Value shall be the initial price to the public as set forth in the final prospectus included within the Registration Statement.

 

Section 2.12. New Exercise Date means a new Exercise Date which shall occur immediately prior to the consummation of a proposed asset sale or merger if the successor corporation refuses to assume or substitute for the option.

 

Section 2.13. Offering Period

 

(a) Subject to Section 2.13(b) below, the term “Offering Period” means a period of approximately six (6) months at the end of which an option granted pursuant to the Plan may be exercised, which shall:

 

(i) commence on the first Trading Day on or after the later of:

 

(A) May 1 and November 1 of each year, or

 

(B) the first day after the last day of the immediately preceding Offering Period (the Enrollment Date), and

 

(ii) terminate on the last Trading Day that immediately precedes the six (6) month anniversary of the date described in Section 2.13(a)(i) above (the Exercise Date);

 

(b) Notwithstanding Section 2.13(a) above, the duration and timing of each Offering Period, including the commencement and termination thereof, may be changed pursuant to ARTICLE IV and Section 20.2 of this Plan.

 

Section 2.14. Plan means this Amended and Restated 2000 Employee Stock Purchase Plan.

 

Section 2.15. Purchase Price means 85% of the Fair Market Value of a share of Common Stock on the Enrollment Date or on the Exercise Date, whichever is lower; provided however, that the Purchase Price may be adjusted by the Board pursuant to ARTICLE XX.

 

Section 2.16. Registration Statement means the registration statement in Form S-1 filed with the Securities and Exchange Commission for the initial public offering of the Company’s Common Stock.

 

Section 2.17. Reserves means the number of shares of Common Stock covered by each option under the Plan which have not yet been exercised and the number of shares of Common Stock which have been authorized for issuance under the Plan but not yet placed under option.

 

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Section 2.18. Subsidiary means a corporation, domestic or foreign, of which not less than 50% of the voting shares are held by the Company or another Subsidiary, whether or not such corporation now exists or is hereafter organized or acquired by the Company or any Subsidiary.

 

Section 2.19. Trading Day means a day on which national stock exchanges and the Nasdaq System are open for trading.

 

This excerpt taken from the TUNE DEF 14A filed Apr 2, 2007.

DEFINITIONS

 

Section 2.1. Board means the Board of Directors of the Company or any committee thereof designated by the Board of Directors of the Company in accordance with ARTICLE XIV of the Plan.

 

Section 2.2. Code means the Internal Revenue Code of 1986, as amended.

 

Section 2.3. Common Stock means the common stock of the Company.

 

Section 2.4. Company means Microtune, Inc.

 

Section 2.5. Compensation means all base straight time gross earnings and commissions, but exclusive of payments for overtime, shift premium, incentive compensation, incentive payments, bonuses and other compensation.

 

Section 2.6. Designated Subsidiary means any Subsidiary that has been designated by the Board from time to time in its sole discretion as eligible to participate in the Plan.

 

Section 2.7. Dissolution Exercise Date means a new Exercise Date which shall occur immediately prior to the consummation of a proposed dissolution or liquidation, unless provided otherwise by the Board.

 

Section 2.8. Employee means any individual who is an employee of the Company or a Designated Subsidiary for tax purposes whose customary employment with the Company or a Designated Subsidiary is at least twenty (20) hours per week and more than five (5) months in any calendar year. For purposes of the Plan, the employment relationship shall be treated as continuing intact while the individual is on sick leave or other leave of absence approved by the Company or a Designated Subsidiary. Where the period of leave exceeds 90 days and the individual’s right to reemployment is not guaranteed either by statute or by contract, the employment relationship shall be deemed to have terminated on the 91st day of such leave.

 

Section 2.9. Enrollment Date means the first Trading Day of each Offering Period, as described in Section 2.13(a)(i) below.

 

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Section 2.10. Exercise Date means the last Trading Day of each Offering Period, as described in Section 2.13(a)(ii) below.

 

Section 2.11. Fair Market Value means, as of any date, the value of Common Stock determined as follows:

 

(a) If the Common Stock is listed on any established stock exchange or a national market system, including without limitation The Nasdaq Global Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market, its Fair Market Value shall be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on such exchange or system on the date of determination, as reported in The Wall Street Journal or such other source as the Board deems reliable;

 

(b) If the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, its Fair Market Value shall be the mean of the closing bid and asked prices for the Common Stock on the date of determination, as reported in The Wall Street Journal or such other source as the Board deems reliable;

 

(c) In the absence of an established market for the Common Stock, the Fair Market Value thereof shall be determined in good faith by the Board; or

 

(d) For purposes of the Enrollment Date of the first Offering Period under the Plan, the Fair Market Value shall be the initial price to the public as set forth in the final prospectus included within the Registration Statement.

 

Section 2.12. New Exercise Date means a new Exercise Date which shall occur immediately prior to the consummation of a proposed asset sale or merger if the successor corporation refuses to assume or substitute for the option.

 

Section 2.13. Offering Period

 

(a) Subject to Section 2.13(b) below, the term “Offering Period” means a period of approximately six (6) months at the end of which an option granted pursuant to the Plan may be exercised, which shall:

 

(i) commence on the first Trading Day on or after the later of:

 

(A) May 1 and November 1 of each year, or

 

(B) the first day after the last day of the immediately preceding Offering Period (the Enrollment Date), and

 

(ii) terminate on the last Trading Day that immediately precedes the six (6) month anniversary of the date described in Section 2.13(a)(i) above (the Exercise Date);

 

(b) Notwithstanding Section 2.13(a) above, the duration and timing of each Offering Period, including the commencement and termination thereof, may be changed pursuant to ARTICLE IV and Section 20.2 of this Plan.

 

Section 2.14. Plan means this Amended and Restated 2000 Employee Stock Purchase Plan.

 

Section 2.15. Purchase Price means 85% of the Fair Market Value of a share of Common Stock on the Enrollment Date or on the Exercise Date, whichever is lower; provided however, that the Purchase Price may be adjusted by the Board pursuant to ARTICLE XX.

 

Section 2.16. Registration Statement means the registration statement in Form S-1 filed with the Securities and Exchange Commission for the initial public offering of the Company’s Common Stock.

 

Section 2.17. Reserves means the number of shares of Common Stock covered by each option under the Plan which have not yet been exercised and the number of shares of Common Stock which have been authorized for issuance under the Plan but not yet placed under option.

 

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Section 2.18. Subsidiary means a corporation, domestic or foreign, of which not less than 50% of the voting shares are held by the Company or another Subsidiary, whether or not such corporation now exists or is hereafter organized or acquired by the Company or any Subsidiary.

 

Section 2.19. Trading Day means a day on which national stock exchanges and the Nasdaq System are open for trading.

 

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