PWAV » Topics » DEFINITIONS

This excerpt taken from the PWAV 8-K filed Dec 7, 2007.

DEFINITIONS

2.1 Compensation. “Compensation” means the amount indicated on the Form W-2, including any elective deferrals with respect to a plan of the Company qualified under either Section 125 or Section 401(a) of the Code, issued to an employee by the Company.

2.2 Employee. “Employee” means each person currently employed by the Company or any of its Designated Subsidiaries, any portion of whose income is subject to withholding of income tax or for whom Social Security retirement contributions are made by the Company or any Designated Subsidiary.

2.3 5% Owner. “5% Owner” means an Employee who, immediately after the grant of any rights under the Plan, would own Company Stock or hold outstanding options to purchase Company Stock possessing 5% or more of the total combined voting power of all classes of stock of the Company. For purposes of this Section, the ownership attribution rules of Code Section 425(d) shall apply.

2.4 Grant Date. “Grant Date” means the first day of each Offering Period (August 1 and February 1) under the Plan.

2.5 Participant. “Participant” means an Employee who has satisfied the eligibility requirements of Section 3.1 and has become a participant in the Plan in accordance with Section 3.2.

2.6 Plan Year. “Plan Year” means the twelve consecutive month period ending on the last day of January.

2.7 Offering Period. “Offering Period” means the six-month periods from February 1 through July 31 and August 1 through January 31 of each Plan Year.

2.8 Purchase Date. “Purchase Date” means the last day of each Offering Period (July 31 or January 31).

 

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This excerpt taken from the PWAV DEF 14A filed Nov 2, 2007.

DEFINITIONS

2.1 Compensation. “Compensation” means the amount indicated on the Form W-2, including any elective deferrals with respect to a plan of the Company qualified under either Section 125 or Section 401(a) of the Code, issued to an employee by the Company.

2.2 Employee. “Employee” means each person currently employed by the Company or any of its Designated Subsidiaries, any portion of whose income is subject to withholding of income tax or for whom Social Security retirement contributions are made by the Company or any Designated Subsidiary.

2.3 5% Owner. “5% Owner” means an Employee who, immediately after the grant of any rights under the Plan, would own Company Stock or hold outstanding options to purchase Company Stock possessing 5% or more of the total combined voting power of all classes of stock of the Company. For purposes of this Section, the ownership attribution rules of Code Section 425(d) shall apply.

2.4 Grant Date. “Grant Date” means the first day of each Offering Period (August 1 and February 1) under the Plan.

2.5 Participant. “Participant” means an Employee who has satisfied the eligibility requirements of Section 3.1 and has become a participant in the Plan in accordance with Section 3.2.

2.6 Plan Year. “Plan Year” means the twelve consecutive month period ending on the last day of January.

2.7 Offering Period. “Offering Period” means the six-month periods from February 1 through July 31 and August 1 through January 31 of each Plan Year.

 

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2.8 Purchase Date. “Purchase Date” means the last day of each Offering Period (July 31 or January 31).

This excerpt taken from the PWAV 8-K filed Mar 2, 2007.

Definitions

Section 1.1 Definitions. Capitalized terms used in this Amendment, to the extent not otherwise defined herein, shall have the same meanings as in the Agreement.

This excerpt taken from the PWAV 8-K filed Jun 15, 2006.

DEFINITIONS

Capitalized terms used and not otherwise defined herein have the respective meanings given them set forth in the Purchase Agreement. In addition, as used in this Agreement, the following terms have the following meanings:

1.1 “Closing Date” means the date of Completion.

1.2 “Completion” means the completion of the sale and purchase of the Common Shares pursuant to the Purchase Agreement.

1.3 “Business Day” means any day that is not a Saturday, a Sunday or a day on which banks are required or permitted to be closed in the City of New York.

1.4 “Exchange Act” means the Securities Exchange Act of 1934, as amended, and applicable rules and regulations thereunder, or any similar successor statute.

 

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1.5 “Registration Period” means the period between the Closing Date and the earlier of (i) the date on which all of the Registrable Securities have been sold by Filtronic pursuant to the Registration Statement, or (ii) the date on which all the Registrable Securities may be immediately sold by Filtronic without registration and without restriction as to the number of Registrable Securities to be sold, pursuant to Rule 144 or otherwise.

1.6 “Registration Statement” means a Registration Statement of Powerwave filed under the Securities Act.

1.7 The terms “register,” “registered,” and “registration” refer to a registration effected by preparing and filing a Registration Statement or statements in compliance with the Securities Act and pursuant to Rule 415 and the declaration or ordering of effectiveness of such Registration Statement by the SEC.

1.8 “Rule 415” means Rule 415 under the Securities Act, or any successor Rule providing for offering securities on a continuous basis, and applicable rules and regulations thereunder.

1.9 “SEC” means the United States Securities and Exchange Commission.

1.10 “Securities Act” means the Securities Act of 1933, as amended, and applicable rules and regulations thereunder, or any similar successor statute.

This excerpt taken from the PWAV 8-K filed Nov 17, 2005.

DEFINITIONS

 

Wherever the following capitalized terms are used in the Plan, they shall have the meanings specified below:

 

2.1 Affiliated Company. “Affiliated Company” means any entity that would be deemed an “affiliate” of the Company for purposes of Rule 12b-2 of the Exchange Act.

 

2.2 Award.Award” means an award of a Stock Option, Stock Appreciation Right, Restricted Stock Award, Restricted Stock Unit Award or Stock Award granted under the Plan.

 

2.3 Award Agreement.Award Agreement” means a written or electronic agreement entered into between the Company and a Participant setting forth the terms and conditions of an Award granted to a Participant.

 

 

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

 

2.5 Change in Control. “Change in Control” shall mean the occurrence of any of the following events:

 

(a) The acquisition, directly or indirectly, by any person or group (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) of the beneficial ownership of more than fifty percent (50%) of the outstanding securities of the Company;

 

(b) A merger or consolidation in which the Company is not the surviving entity, except for a transaction the principal purpose of which is to change the state in which the Company is incorporated;

 

(c) The sale, transfer or other disposition of all or substantially all of the assets of the Company;

 

(d) A complete liquidation or dissolution of the Company; or

 

(e) Any reverse merger in which the Company is the surviving entity but in which securities possessing more than fifty percent (50%) of the total combined voting power of the Company’s outstanding securities are transferred to a person or persons different from the persons holding those securities immediately prior to such merger.

 

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

 

2.7 Common Stock.Common Stock” means the Company’s common stock, par value $.0001 per share.

 

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2.8 Committee.Committee” means the Compensation Committee of the Board, or such other committee of the Board appointed by the Board to administer the Plan in accordance with Section 3.1 below.

 

2.9 Company.Company” means Powerwave Technologies, Inc., a Delaware corporation.

 

2.10 Date of Grant.Date of Grant” means the date on which an Award under the Plan is made by the Committee, or such later date as the Committee may specify to be the effective date of an Award.

 

2.11 Disability.Disability” means a Participant being considered “disabled” within the meaning of Section 409A(a)(2)(C) of the Code, unless otherwise provided in an Award Agreement.

 

2.12 Eligible Person.Eligible Person” means any person who is an employee of the Company or any Affiliated Company, or any person to whom an offer of employment with the Company or any Affiliated Company is extended, as determined by the Committee, or any person who is a Non-Employee Director.

 

2.13 Exchange Act.Exchange Act” means the Securities Exchange Act of 1934, as amended.

 

2.14 Fair Market Value. “Fair Market Value” on any given date means the value of one share of Common Stock, determined as follows:

 

(a) If the Common Stock is then listed or admitted to trading on the Nasdaq market system or a stock exchange which reports closing sale prices, the Fair Market Value shall be the closing sale price on the date of valuation on such Nasdaq market system or principal stock exchange on which the Common Stock is then listed or admitted to trading, or, if no closing sale price is quoted on such day, then the Fair Market Value shall be the closing sale price of the Common Stock on such Nasdaq market system or such exchange on the next preceding day for which a closing sale price is reported.

 

(b) If the Common Stock is not then listed or admitted to trading on a Nasdaq market system or a stock exchange which reports closing sale prices, the Fair Market Value shall be the average of the closing bid and asked prices of the Common Stock in the over-the-counter market on the date of valuation.

 

(c) If neither (a) nor (b) is applicable as of the date of valuation, then the Fair Market Value shall be determined by the Committee in good faith using any reasonable method of evaluation, which determination shall be conclusive and binding on all interested parties.

 

2.15 Non-Employee Director.Non-Employee Director” means any member of the Board who is not an employee of the Company.

 

2.16 Nonqualified Stock Option. “Nonqualified Stock Option” means a Stock Option granted under Section 6 hereof that is not intended to be an Incentive Stock Option as defined in Section 422 of the Code.

 

2.17 Participant.Participant” means any Eligible Person who holds an outstanding Award under the Plan.

 

2.18 Performance-Based Exception. “Performance-Based Exception” means the performance-based exception from the tax deductibility limitations of Section 162(m) of the Code.

 

2.19 Plan.Plan” means this Powerwave Technologies, Inc. 2005 Stock Incentive Plan as set forth herein, as amended from time to time.

 

2.20 Restricted Stock Award. “Restricted Stock Award” means a grant of shares of Common Stock to an Eligible Person under Section 8 hereof that is issued subject to such vesting and transfer restrictions as the Committee shall determine and set forth in an Award Agreement.

 

2.21 Restricted Stock Unit Award. “Restricted Stock Unit Award” means a contractual right granted to an Eligible Person under Section 9 hereof representing notional unit interests equal in value to a corresponding number

 

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of shares of Common Stock, payable in shares of Common Stock, to be paid or distributed at such times, and subject to such conditions, as are set forth in the Plan and the applicable Award Agreement.

 

2.22 Service. “Service” means a Participant’s employment with the Company or any Affiliated Company, or a Participant’s service as a Non-Employee Director with the Company, as applicable.

 

2.23 Stock Award. “Stock Award” means a grant of shares of Common Stock to an Eligible Person under Section 10 hereof that are issued free of transfer restrictions and repurchase conditions.

 

2.24 Stock Appreciation Right. “Stock Appreciation Right” means a contractual right granted to an Eligible Person under Section 7 hereof entitling such Eligible Person to receive a payment representing the difference between the base price per share of the right and the Fair Market Value of a share of Common Stock, payable in shares of the Company’s Common Stock, at such time, and subject to such conditions, as are set forth in this Plan and the applicable Award Agreement.

 

2.25 Stock Option. “Stock Option” means a contractual right granted to an Eligible Person under Section 6 hereof to purchase shares of Common Stock at such time and price, and subject to such conditions, as are set forth in the Plan and the applicable Award Agreement.

 

This excerpt taken from the PWAV DEF 14A filed Sep 28, 2005.

DEFINITIONS

 

Wherever the following capitalized terms are used in the Plan, they shall have the meanings specified below:

 

2.1 Affiliated Company. “Affiliated Company” means any entity that would be deemed an “affiliate” of the Company for purposes of Rule 12b-2 of the Exchange Act.

 

2.2 Award.Award” means an award of a Stock Option, Stock Appreciation Right, Restricted Stock Award, Restricted Stock Unit Award or Stock Award granted under the Plan.

 

2.3 Award Agreement.Award Agreement” means a written or electronic agreement entered into between the Company and a Participant setting forth the terms and conditions of an Award granted to a Participant.

 

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

 

2.5 Change in Control. “Change in Control” shall mean the occurrence of any of the following events:

 

(a) The acquisition, directly or indirectly, by any person or group (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) of the beneficial ownership of more than fifty percent (50%) of the outstanding securities of the Company;

 

(b) A merger or consolidation in which the Company is not the surviving entity, except for a transaction the principal purpose of which is to change the state in which the Company is incorporated;

 

(c) The sale, transfer or other disposition of all or substantially all of the assets of the Company;

 

(d) A complete liquidation or dissolution of the Company; or

 

(e) Any reverse merger in which the Company is the surviving entity but in which securities possessing more than fifty percent (50%) of the total combined voting power of the Company’s outstanding securities are transferred to a person or persons different from the persons holding those securities immediately prior to such merger.

 

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

 

2.7 Common Stock.Common Stock” means the Company’s common stock, par value $.0001 per share.

 

2.8 Committee.Committee” means the Compensation Committee of the Board, or such other committee of the Board appointed by the Board to administer the Plan in accordance with Section 3.1 below.

 

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2.9 Company.Company” means Powerwave Technologies, Inc., a Delaware corporation.

 

2.10 Date of Grant.Date of Grant” means the date on which an Award under the Plan is made by the Committee, or such later date as the Committee may specify to be the effective date of an Award.

 

2.11 Disability.Disability” means a Participant being considered “disabled” within the meaning of Section 409A(a)(2)(C) of the Code, unless otherwise provided in an Award Agreement.

 

2.12 Eligible Person.Eligible Person” means any person who is an employee of the Company or any Affiliated Company, or any person to whom an offer of employment with the Company or any Affiliated Company is extended, as determined by the Committee, or any person who is a Non-Employee Director.

 

2.13 Exchange Act.Exchange Act” means the Securities Exchange Act of 1934, as amended.

 

2.14 Fair Market Value. “Fair Market Value” on any given date means the value of one share of Common Stock, determined as follows:

 

(a) If the Common Stock is then listed or admitted to trading on the Nasdaq market system or a stock exchange which reports closing sale prices, the Fair Market Value shall be the closing sale price on the date of valuation on such Nasdaq market system or principal stock exchange on which the Common Stock is then listed or admitted to trading, or, if no closing sale price is quoted on such day, then the Fair Market Value shall be the closing sale price of the Common Stock on such Nasdaq market system or such exchange on the next preceding day for which a closing sale price is reported.

 

(b) If the Common Stock is not then listed or admitted to trading on a Nasdaq market system or a stock exchange which reports closing sale prices, the Fair Market Value shall be the average of the closing bid and asked prices of the Common Stock in the over-the-counter market on the date of valuation.

 

(c) If neither (a) nor (b) is applicable as of the date of valuation, then the Fair Market Value shall be determined by the Committee in good faith using any reasonable method of evaluation, which determination shall be conclusive and binding on all interested parties.

 

2.15 Non-Employee Director.Non-Employee Director” means any member of the Board who is not an employee of the Company.

 

2.16 Nonqualified Stock Option. “Nonqualified Stock Option” means a Stock Option granted under Section 6 hereof that is not intended to be an Incentive Stock Option as defined in Section 422 of the Code.

 

2.17 Participant.Participant” means any Eligible Person who holds an outstanding Award under the Plan.

 

2.18 Performance-Based Exception. “Performance-Based Exception” means the performance-based exception from the tax deductibility limitations of Section 162(m) of the Code.

 

2.19 Plan.Plan” means this Powerwave Technologies, Inc. 2005 Stock Incentive Plan as set forth herein, as amended from time to time.

 

2.20 Restricted Stock Award. “Restricted Stock Award” means a grant of shares of Common Stock to an Eligible Person under Section 8 hereof that is issued subject to such vesting and transfer restrictions as the Committee shall determine and set forth in an Award Agreement.

 

2.21 Restricted Stock Unit Award. “Restricted Stock Unit Award” means a contractual right granted to an Eligible Person under Section 9 hereof representing notional unit interests equal in value to a corresponding number of shares of Common Stock, payable in shares of Common Stock, to be paid or distributed at such times, and subject to such conditions, as are set forth in the Plan and the applicable Award Agreement.

 

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2.22 Service. “Service” means a Participant’s employment with the Company or any Affiliated Company, or a Participant’s service as a Non-Employee Director with the Company, as applicable.

 

2.23 Stock Award. “Stock Award” means a grant of shares of Common Stock to an Eligible Person under Section 10 hereof that are issued free of transfer restrictions and repurchase conditions.

 

2.24 Stock Appreciation Right. “Stock Appreciation Right” means a contractual right granted to an Eligible Person under Section 7 hereof entitling such Eligible Person to receive a payment representing the difference between the base price per share of the right and the Fair Market Value of a share of Common Stock, payable in shares of the Company’s Common Stock, at such time, and subject to such conditions, as are set forth in this Plan and the applicable Award Agreement.

 

2.25 Stock Option. “Stock Option” means a contractual right granted to an Eligible Person under Section 6 hereof to purchase shares of Common Stock at such time and price, and subject to such conditions, as are set forth in the Plan and the applicable Award Agreement.

 

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