Mou v. City of San Jose et al

Filing 1168

Mou v. City of San Jose et al

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Doc. 1168 Att. 1

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Company their servicesas Directors or Directors who are merely paid a director'sfee by the for Company their servicesas Directors. for (h) "Continuous Service" meansthat the Optionholder's service with the Company or an Affiliate, whetheras an Employee, Director or Consultant,is not intenupted or terminated The Optionholder'sContinuous Service sha11 be deemedto have terminatedmerelybecause not of a changein the capacity in which the Optionholder renders service to the Companyor an Affiliate as an Employee, Consultant or Director or a change in the entity for which the Optionholderrenders such service, provided that there is no inteInlption or terminationof the Optionholder'sservice with the Companyor an Affiliate. For example, a changein statusfrom an Employeeof the Company to a Consultantof an Affiliate or a Director will not constitute an intelIUptionof ContinuousService. The Board or the chief executive officer of the Company, in that party's sole discretion, may determinewhether Continuous Service shall be considered intemlpted in the case of any leave of absen~e approved by that party, including sick leave, military leave or any other personalleave. (i) "Covered Employee" meansthe chief executive officer and the four (4) other highest compensated officers of the Companyfor whom total compensationis req~ to be reportedto stockholders under the ExchangeAct, as determined for purposesof Section162(m) ..of the Code. 0) "Director' meansa memberof the Board of Directors of the Company.

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(k) ..Disability" means the inability of a natural person to continue to perform services for the Company or any Affiliate of the type previously performed prior to the occun-ence suchDisability, whether as a result of physical and/or mentalillness or injury, as of deteImi11ed a physician acceptableto the Company, for a period of no .less than six (6) by

months.
(1) "Employee" means any personemployedfor tax purposesby the Company an or Affiliate. Mere service as a Director or payment of a director's fee by the Companyor an Affiliate shall not be sufficient to constitute..employment" the Companyor anAffiliate. by (m) amended. "Exchange Act" meansthe United StatesSecurities Exchange Act of 1934,as

(n) "Fair Market Value" means,as of any date, the value of the CommonStock determined follows: as (i) If the Common Stockis listed on any establishedstockexchange traded or on the NasdaqNational Market or the NasdaqSmallCap Market, the Fair Market Value of a shareof CommonStock shall be the closing salesprice for such stock (or the closingbid, if no saleswere reported)as quoted on suchexchangeor market (or the exchangeor marketwith the greatest volume of trading in the CommonStock) on the last market trading day prior to the day of detennination, reported in The Wall StreetJournal or such other sourceas the Boarddeems as reliable.
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2.
KRUOO243

EXHIBIT B
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