(aa) Phantom Stock Award means an award of a specified number of units of value granted under the Plan, which, when redeemed, shall be a right to receive cash from the Company in an amount equal to the Fair Market Value of the Common Stock as determined in accordance with this Plan.
(bb) Plan means this Amended and Restated Proteon Therapeutics, Inc. 2006 Equity Incentive Plan.
(cc) Restricted Stock Award means an award of shares of Common Stock that is granted pursuant to the terms and conditions of Section 7(b).
(dd) Securities Act means the Securities Act of 1933, as amended.
(ee) Stock Appreciation Right or SAR means a single unit of value granted under the Plan, which, when redeemed, shall be a right to receive cash from the Company in an amount equal to the Fair Market Value of the Common Stock, as determined in accordance with this Plan, minus the exercise price, if any, of the SAR.
(ff) Stock Award means any right granted under the Plan, including an Option, a stock bonus and a right to acquire restricted stock.
(gg) Stock Award Agreement means a written agreement between the Company and a holder of a Stock Award evidencing the terms and conditions of an individual Stock Award grant. Each Stock Award Agreement shall be subject to the terms and conditions of the Plan.
(hh) Subsidiary means, with respect to the Company, (i) any corporation of which more than fifty percent (50%) of the outstanding capital stock having ordinary voting power to elect a majority of the board of directors of such corporation (irrespective of whether, at the time, stock of any other class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) is at the time, directly or indirectly, Owned by the Company, and (ii) any partnership in which the Company has a direct or indirect interest (whether in the form of voting or participation in profits or capital contribution) of more than fifty percent (50%).
(ii) Ten Percent Stockholder means a person who Owns (or is deemed to Own pursuant to Section 424(d) of the Code) stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or of any of its Affiliates.
(a) Administration by Board. The Board shall administer the Plan unless and until the Board delegates administration to a Committee, as provided in Section 3(c).
(b) Powers of Board. The Board shall have the power, subject to, and within the limitations of, the express provisions of the Plan: