EVFM 2018 Proxy Statement

A-6 (cc) “ Ownership Change Event ” means the occurrence of any of the following with respect to the Company: (i) the direct or indirect sale or exchange in a single or series of related transactions by the stockholders of the Company of securities of the Company representing more than fifty percent (50%) of the total combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of Directors; (ii) a merger or consolidation in which the Company is a party; or (iii) the sale, exchange, or transfer of all or substantially all of the assets of the Company (other than a sale, exchange or transfer to one or more subsidiaries of the Company). (dd) “ Parent Corporation ” means any present or future “parent corporation” of the Company, as defined in Section 424(e) of the Code. (ee) “ Participant ” means any eligible person who has been granted one or more Awards. (ff) “ Participating Company ” means the Company or any Parent Corporation, Subsidiary Corporation or Affiliate. (gg) “ Participating Company Group ” means, at any point in time, the Company and all other entities collectively which are then Participating Companies. (hh) “ Performance Award ” means an Award of Performance Shares or Performance Units. (ii) “ Performance Award Formula ” means, for any Performance Award, a formula or table established by the Committee pursuant to Section 10.3 which provides the basis for computing the value of a Performance Award at one or more levels of attainment of the applicable Performance Goal(s) measured as of the end of the applicable Performance Period. (jj) “ Performance Goal ” means a performance goal established by the Committee pursuant to Section 10.3. (kk) “ Performance Period ” means a period established by the Committee pursuant to Section 10.3 at the end of which one or more Performance Goals are to be measured. (ll) “ Performance Share ” means a right granted to a Participant pursuant to Section 10 to receive a payment equal to the value of a Performance Share, as determined by the Committee, based upon attainment of applicable Performance Goal(s). (mm) “ Performance Unit ” means a right granted to a Participant pursuant to Section 10 to receive a payment equal to the value of a Performance Unit, as determined by the Committee, based upon attainment of applicable Performance Goal(s). (nn) “ Predecessor Plan ” means the Company’s 2007 Stock Plan, as amended.