This excerpt taken from the URBN DEF 14A filed Mar 28, 2008.
The following terms when used herein shall have the following meanings unless otherwise required by the context:
(a) Administrator shall mean:
(1) The Chairman of the Board, with respect to an Award which (A) covers 40,000 or fewer shares of Common Stock, and (B) is granted to an individual who is not subject to section 16(b) of the Exchange Act; or
(2) The Committee.
(b) Award shall mean an ISO, NQSO, SAR, Restricted Stock, RSU or Stock Grant awarded by the Company to an Employee, a Consultant or a Non-Employee Director.
(c) Award Agreement shall mean a document evidencing the grant of an Award, as described in Section 11.
(d) Board shall mean the Board of Directors of the Company.
(e) Code shall mean the Internal Revenue Code of 1986, as amended.
(f) Committee shall mean a committee which consists solely of not fewer than two directors of the Company who shall be appointed by, and serve at the pleasure of, the Board (taking into consideration the rules under section 16(b) of the Exchange Act and the requirements of Code §162(m)), or the entire Board.
(g) Common Stock shall mean the common stock of the Company, par value $0.0001 per share.
(h) Company shall mean Urban Outfitters, Inc.
(i) Consultant shall mean an individual who is not an Employee or a Non-Employee Director and who has entered into a consulting arrangement with the Company or a Related Corporation to provide bona fide services that (1) are not in connection with the offer or sale of securities in a capital-raising transaction, and (2) do not directly or indirectly promote or maintain a market for the Companys securities.
(j) Employee shall mean an officer or other employee of the Company or a Related Corporation.
(k) Exchange Act shall mean the Securities Exchange Act of 1934, as amended.
(l) Fair Market Value shall mean:
(1) The closing price of the Common Stock on a registered securities exchange on the applicable date or the immediately preceding trading day if the applicable date is not a trading day; or
(2) Such other method of determining fair market value as shall be authorized by the Code, or the rules or regulations thereunder, and adopted by the Committee.
(m) Grantee shall mean an Employee, a Consultant or a Non-Employee Director who has been granted an Award under the Plan.
(n) ISO shall mean an Option which, at the time such Option is granted, qualifies as an incentive stock option within the meaning of Code §422, unless the Award Agreement states that the Option will not be treated as an ISO.
(o) Non-Employee Director shall mean a director of the Company who is not an Employee.
(p) NQSO shall mean an Option which, at the time such Option is granted, does not qualify as an ISO, whether or not it is designated as a nonqualified stock option in the Award Agreement.
(q) Options shall mean ISOs and NQSOs which entitle the Grantee on exercise thereof to purchase shares of Common Stock at a specified exercise price.
(r) Performance Goals shall mean the objective goal or goals applicable to a Grantees Performance Stock or PSUs that are deemed by the Committee to be important to the success of the Company or any affiliates of the Company. The Committee shall establish the specific
objective measures for each applicable goal for a performance period, which need not be uniform with respect to each Grantee. In creating these measures, the Committee shall use one or more of the following business criteria: sales, profit, return on sales, net operating profit after taxes, investment turnover, customer service indices, funds from operations, income from operations, return on assets, return on net assets, asset turnover, return on equity, return on capital, market price appreciation of shares of Common Stock, economic value added, total shareholder return, net income, pre-tax income, earnings per share, operating profit margin, net income margin, sales margin, cash flow, market share, inventory turnover, sales growth, net revenue growth, capacity utilization, new stores opened, customer penetration, increase in customer base, net income growth, expense control and hiring of personnel. The business criteria may apply to the individual, a division, a component of the Companys business, or to the Company and/or one or more Related Corporations and may be weighted and expressed in absolute terms or relative to the performance of other individuals or companies or an index. The Committee shall determine the performance period and the Performance Goals and measures (and weighting thereof) applicable to such period not later than the earlier of (i) 90 days after the commencement of the performance period, or (ii) the expiration of 25% of the performance period.
(s) Performance Stock shall mean a type of Restricted Stock, where the lapse of restrictions is based on Performance Goals.
(t) Plan shall mean the Urban Outfitters 2008 Stock Incentive Plan as set forth herein and as amended from time to time.
(u) PSU shall mean a performance stock unit which is a type of RSU, the vesting of which is based on Performance Goals.
(v) Related Corporation shall mean any corporation or other entity in which the Company holds, directly or indirectly, a controlling interest; provided, however, that with respect to ISOs, an entity shall be a Related Corporation only if the entity is described in the preceding clause and is a subsidiary corporation of the Company, as defined in Code §424(f). For purposes of this subsection, the term controlling interest shall have the same meaning as provided in Treas. Reg. §1.414(c)-2(b)(2)(i), using at least 50 percent instead of at least 80 percent each place it appears in such regulation.
(w) Restricted Stock shall mean Common Stock subject to restrictions determined by the Administrator pursuant to Section 8.
(x) RSU shall mean a restricted stock unit granted pursuant to Section 9.
(y) SAR shall mean an Award granted pursuant to Section 7 which entitles the recipient on exercise to receive an amount determined by reference to appreciation in the value of Common Stock.
(z) Short-Term Deferral Period shall mean, with respect to an amount (including Common Stock) payable pursuant to an Award, the period ending on the later of (1) the 15th day of the third month following the Grantees first taxable year in which the amount is no longer subject to a substantial risk of forfeiture, or (2) the 15th day of the third month following the Companys first taxable year in which the amount is no longer subject to a substantial risk of forfeiture; provided, however, that such period shall be within one calendar year and shall not exceed 2 1/2 months. A Grantee shall have no discretion over the payment date and shall have no right to interest as a result of payment on a date other than the first day of the Short-Term Deferral Period.
(aa) Stock Grant shall mean a grant of unrestricted shares of Common Stock pursuant to Section 10.
(bb) Termination of Service shall mean (1) with respect to an Award granted to an Employee, the termination of the employment relationship between the Employee and the Company and all Related Corporations; (2) with respect to an Award granted to a Consultant, the termination of the consulting or advisory arrangement between the Consultant and the Company and all Related Corporations; and (3) with respect to an Award granted to a Non-Employee Director, the cessation of the provision of services as a director of the Company and all Related Corporations; provided, however, that if the Grantees status changes from Employee, Consultant or Non-Employee Director to any other status eligible to receive an Award under the Plan, no Termination of Service shall occur for purposes of the Plan until the Grantees new status with the Company and all Related Corporations terminates. For purposes of this paragraph, if a Grantees relationship is with a Related Corporation and not the Company, the Grantee shall incur a Termination of Service when such corporation ceases to be a Related Corporation, unless the Committee determines otherwise. A Termination of Service shall not be deemed to have resulted by reason of a bona fide leave of absence approved by the Committee or the Chairman of the Board.
This excerpt taken from the URBN DEF 14A filed Apr 25, 2005.
The following terms, as used herein, shall have the meaning specified:
(a) Award means an incentive payment made pursuant to the Plan.
(b) Award Year means a twelve-month period beginning February 1. The first Award Year shall begin on February 1, 2005.
(c) Board means the Board of Directors of the Corporation as it may be comprised from time to time.
(d) Code means the Internal Revenue Code of 1986, as amended, and any successor statute, and the regulations promulgated thereunder.
(e) Committee means the committee appointed to administer the Plan, as provided in Section 5.
(f) Corporation means Urban Outfitters, Inc., or any successor corporation.
(g) Covered Employee means a covered employee within the meaning of Code §162(m)(3).
(h) Employee means an executive or other key employee of the Corporation or a Subsidiary.
(i) Participant means an Employee selected from time to time by the Committee to participate in the Plan.
(j) Performance Adjustment means a factor (or factors), as determined by a schedule or matrix established by the Committee, that will, when multiplied by a Participants Target Award, determine the amount of a Participants Award.
(k) Performance Criterion or Criteria means the business criterion or criteria selected by the Committee from the following to measure performance: sales, profit, return on sales, net operating profit after taxes, investment turnover, customer service indices, funds from operations, income from operations, return on assets, return on net assets, asset turnover, return on equity, return on capital, market price appreciation of shares, economic value added, total shareholder return, net income, pre-tax income, earnings per share, operating profit margin, net income margin, sales margin, cash flow, market share, inventory turnover, sales growth, net revenue growth, capacity utilization, new stores opened, customer penetration, increase in customer base, net income growth, expense control and hiring of personnel. The business criterion or criteria may apply to the individual, a division, or to the Company and/or one or more Subsidiaries.
(l) Performance Target means the target established by the Committee for each Performance Criterion pursuant to Section 3.
(m) Subsidiary means any direct or indirect subsidiary of the Corporation, whether in corporate, partnership, limited liability company or any other form.
(n) Target Award means, with respect to a Participant in any Award Year, the Participants highest annual base salary during such year multiplied by the percentage of salary established by the Committee for that Participant.