Page 29 - Proxy-2017
P. 29

(m)    “Exchange Act” means the Securities Exchange Act of 1934, as amended.

                   (n)    “Fair Market Value” means the value of the Common Stock determined as follows:

                          (i)    If the Common Stock is listed on any established stock exchange, including the Nasdaq Stock
            Market, the Fair Market Value of a share of Common Stock shall be the closing sales price for such stock (or the closing bid,
            if no sales were reported) as quoted on such exchange (or the exchange with the greatest volume of trading in the Common
            Stock) on the day of determination, or such other source as the Board deems reliable; or

                          (ii)   In the absence of such listing of the Common Stock, the Fair Market Value shall be determined in
            good faith by the Board.

                   (o)    “Incentive Stock Option” means an Option intended to qualify as an “incentive stock option” within the
            meaning of Section 422 of the Code and the regulations promulgated thereunder.
                   (p)    “Non-Employee Director” means a Director who is considered a “non-employee director” within the
            meaning of Rule 16b-3.

                   (q)    “Nonstatutory Stock Option” means an Option not intended to qualify as an Incentive Stock Option.
                   (r)    “Officer” means a person who is an “officer” of the Company within the meaning of Section 16 of the
            Exchange Act and the rules and regulations promulgated thereunder.

                   (s)    “Option” means an Incentive Stock Option or a Nonstatutory Stock Option granted pursuant to the Plan.
                   (t)    “Option Agreement” means a written agreement between the Company and an Optionholder evidencing
            the terms and conditions of an individual Option grant. Each Option Agreement shall be subject to the terms and conditions
            of the Plan.
                   (u)    “Optionholder” means a person to whom an Option is granted pursuant to the Plan or, if applicable, such
            other person who holds an outstanding Option.

                   (v)    “Outside Director” means a Director who is considered an “outside director” within the meaning of Section
            162(m) of the Code.

                   (w)    “Participant” means a person to whom a Stock Award is granted pursuant to the Plan or, if applicable, such
            other person who holds an outstanding Stock Award.

                   (x)    “Plan” means this RF Industries, Ltd. 2010 Stock Incentive Plan as originally adopted by the Board on March
            9, 2010, and as it may be amended from time to time.

                   (y)    “Rule 16b-3” means Rule 16b-3 promulgated under the Exchange Act or any successor to Rule 16b-3, as in
            effect from time to time.
                   (z)    “Securities Act” means the Securities Act of 1933, as amended.

                   (aa)   “Stock Award” means any right granted under the Plan, including an Option, a stock bonus, a right to
            acquire restricted stock and a stock appreciation right.

                   (bb)   “Service” means a Participant’s service with the Company or with an Affiliate, whether as a Director,
            Employee or Consultant.  For purposes of the Plan, a Participant’s Service shall not be deemed to have terminated solely
            because of a change in the capacity in which the Participant renders services to the Company or an Affiliate or a change
            in the entity for which the Participant renders such Service.  By way of example, a change in status from an Employee of
            the Company to a Consultant or a Director, by itself, will not constitute a termination of Service.  The Board or the Chief
            Executive Officer of the Company, in that party’s sole discretion, may determine whether a Participant’s Service shall be
            considered interrupted in the case of the Participant’s leave of absence approved by that party, including sick leave, military
            leave or any other personal leave.




                                                             27
   24   25   26   27   28   29   30   31   32   33   34