Continuous Service Uses in DEFINITIONS Clause

DEFINITIONS from Equity Incentive Plan

DEFINITIONS. Affiliate means any parent corporation or subsidiary corporation of the Company, whether now or hereafter existing, as those terms are defined in Sections 424(e) and (f), respectively, of the Code. Board means the Board of Directors of the Company. Cause means a determination by the Company that the Participant has committed an act or acts constituting any of the following: (i) dishonesty, fraud, misconduct or negligence in connection with Company duties, (ii) unauthorized disclosure or use of the Companys confidential or proprietary information, (iii) misappropriation of a business opportunity of the Company, (iv) materially aiding a competitor of Company, (v) a felony conviction; or (vi) failure or refusal to attend to the duties or obligations of the Participants position, or to comply with the Companys rules, policies or procedures. Change in Control means (i) the consummation of a merger or consolidation of the Company with or into another entity or any other stock acquisition or corporate reorganization, if more than 50% of the combined voting power of the continuing or surviving entitys securities outstanding immediately after such merger, consolidation, stock acquisition or other reorganization is owned by persons who were not stockholders of the Company immediately prior to such merger, consolidation, stock acquisition or other reorganization; or (ii) the sale, transfer or other disposition of all or substantially all of the Companys assets. A transaction shall not constitute a Change in Control if its sole purpose is to change the state of the Companys incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held the Companys securities immediately before such transaction. Code means the Internal Revenue Code of 1986, as amended. Committee means a committee of one or more members of the Board appointed by the Board in accordance with subsection 3(c). Common Stock means the common stock of the Company. Company means Redfin Corporation, a Delaware corporation. Consultant means any person, including an advisor, (i) engaged by the Company or an Affiliate to render consulting or advisory services and who is compensated for such services, including members of any advisory board constituted by the Company, or (ii) who is a member of the Board of Directors of an Affiliate. However, the term Consultant shall not include either Directors who are not compensated by the Company for their services as Directors or Directors who are merely paid a directors fee by the Company for their services as Directors. Continuous Service means that the Participants service with the Company or an Affiliate, whether as an Employee, Director or Consultant, is not interrupted or terminated. The Participants Continuous Service shall not be deemed to have terminated merely because of a change in the capacity in which the Participant renders service to the Company or an Affiliate as an Employee, Consultant or Director or a change in the entity for which the Participant renders such service, provided that there is no interruption or termination of the Participants Continuous Service. For example, a change in status from an Employee of the Company to a Consultant of an Affiliate or a Director will not constitute an interruption of Continuous Service. The Board or the chief executive officer of the Company, in that partys sole discretion, may determine whether Continuous Service shall be considered interrupted in the case of any leave of absence approved by that party, including sick leave, military leave or any other personal leave. Director means a member of the Board of Directors of the Company. Disability means the permanent and total disability of a person within the meaning of Section 22(e)(3) of the Code. Employee means any person employed by the Company or an Affiliate. Mere service as a Director or payment of a directors fee by the Company or an Affiliate shall not be sufficient to constitute employment by the Company or an Affiliate. Exchange Act means the Securities Exchange Act of 1934, as amended. Fair Market Value means, as of any date, the value of the Common Stock determined as follows: (i) if such Common Stock is then publicly traded on a national securities exchange, its closing price on the date of determination on the principal national securities exchange on which the Common Stock is listed or admitted to trading as reported in The Wall Street Journal; (ii) if such Common Stock is publicly traded but is not listed or admitted to trading on a national securities exchange, the average of the closing bid and asked prices on the date of determination as reported by The Wall Street Journal (or, if not so reported, as otherwise reported by any newspaper or other source as the Board may determine); or (iii) if none of the foregoing is applicable to the valuation in question, the Fair Market Value shall be determined in good faith by the Board. Incentive Sto

Definitions from Unit Agreement

Definitions. Capitalized terms used herein without definitions shall have the meanings given to those terms in the Plan. In addition, as used herein: Baseline Value for each of the Company and the Peer Companies means the dollar amount representing the average of the Fair Market Value of one share of common stock of such company over the five consecutive trading days ending on, and including, the Effective Date. Cause means, if not otherwise defined in the Employees Service Agreement, if any, the Employees: (i) conviction of, or plea of guilty or nolo contendere to, a felony, (ii) willful and continued failure to use reasonable best efforts to substantially perform his duties (other than such failure resulting from the Employees incapacity due to physical or mental illness) that the Employee fails to remedy within 30 days after written notice is delivered by the Company to the Employee that specifically identifies in reasonable detail the manner in which the Company believes the Employee has not used reasonable efforts to perform in all material respects his duties hereunder, or (iii) willful misconduct (including, but not limited to, a willful breach of the provisions of any agreement with the Company with respect to confidentiality, ownership of documents, non-competition or non-solicitation) that is materially economically injurious to the Company or its affiliates. For purposes of this paragraph, no act, or failure to act, by the Employee will be considered willful unless committed in bad faith and without a reasonable belief that the act or omission was in the best interests of the Company. Common Share Price means, with respect to the Company and each of the Peer Companies, as of a particular date, the average of the Fair Market Value of one share of common stock of such company over the 30 consecutive trading days ending on, and including, such date (or, if such date is not a trading day, the most recent trading day immediately preceding such date); provided, however, that if such date is the date upon which a Transactional Change of Control occurs, the Common Share Price of a share of common stock as of such date shall be equal to the fair value, as determined by the Committee, of the total consideration paid or payable in the transaction resulting in the Transactional Change of Control for one Share. Common Units means Common Partnership Units issued by the Partnership. Continuous Service means the continuous service to the Employer, without interruption or termination, in any capacity of employee, or, with the written consent of the Committee, consultant. Continuous Service shall not be considered interrupted in the case of: (a) any approved leave of absence; (b) transfers among the Employers, or any successor, in any capacity of employee, or with the written consent of the Committee, as a member of the Board or a consultant; or (c) any change in status as long as the individual remains in the service of the Employer in any capacity of employee or (if the Committee specifically agrees in writing that the Continuous Service is not uninterrupted) as a member of the Board or a consultant. An approved leave of absence shall include sick leave, military leave, or any other authorized personal leave. Disability means, if not otherwise defined in the Employees Service Agreement, if any, if, as a result of the Employees incapacity due to physical or mental illness, the Employee shall have been substantially unable to perform his duties for a continuous period of 180 days, and within 30 days after written notice of termination is given after such 180-day period, the Employee shall not have returned to the substantial performance of his duties on a full-time basis, the employment of the Employee is terminated by the Company. Distribution Participation Date shall have the meaning set forth in the Partnership Agreement and in Section 6(b) hereof. Effective Date means [the Grant Date]. Employer means either the Company, the Partnership or any of their Subsidiaries that employ the Employee. Fair Market Value of a security means, as of any given date, the closing sale price reported for such security on the principal stock exchange or, if applicable, any other national exchange on which the security is traded or admitted to trading on such date on which a sale was reported. If there are no market quotations for such date, the determination shall be made by reference to the last day preceding such date for which there are market quotations. Good Reason means, if not otherwise defined in the Employees Service Agreement, if any, (a) a reduction by the Company in the Employees base salary, (b) a material diminution in the Employees position, authority, duties or responsibilities, (c) a relocation of the Employees location of employment to a location outside of the Washington D.C. metropolitan area, or (d) the Companys material breach of the Agreement, provided, in each case, that the Employee terminates employment within 90 days

DEFINITIONS from Equity Incentive Plan

DEFINITIONS. As used in the Plan, the following definitions shall apply to the capitalized terms indicated below:

DEFINITIONS

"Average Final Compensation" shall mean the average annual Compensation of a Participant during the 3 consecutive years in the last 10 years of his Credited Service affording the highest such average, or during all of the years of his Credited Service if less than 3 years.

DEFINITIONS. 1.01"Average Final Compensation" shall mean the average annual Compensation of a Participant during the 3 consecutive years in the last 10 years of his Credited Service affording the highest such average, or during all of the years of his Credited Service if less than 3 years.1.02"Board of Directors" shall mean the Board of Directors of American Life Insurance Company, Inc.1.03"Break in Continuous Service" shall have the meaning set forth in Section 4.031.04Company" shall mean American Life Insurance Company, Inc. (ALICO) or any successor by merger, purchase or otherwise, with respect to its Employees who are Participants.1.05"Compensation" shall mean the regular remuneration paid to an Employee for service rendered to the Company or Participating Company, as applicable, excluding by way of example and not by way of limitation, any commissions, premium pay, shift differential, foreign service allowance, bonuses and pay for overtime or special pay, and excluding the Company's or Participating Company's cost for any public or private employee benefit plan including this Plan, under rules uniformly applicable to all Employees similarly situated. Notwithstanding any other provision of the Plan to the contrary, compensation for personal services rendered in the United States while a U.S. taxpayer, a resident of the United States or a green card holder, or while a United States citizen shall not be recognized as "Compensation" under the Plan.1.06"Continuous Service" is used to determine whether a Participant is vested and shall mean all service as an Employee as provided in Article 4, or since last becoming an Employee in the event his prior service is disregarded pursuant to Section 4.03.1.07"Credited Service" is used to determine a Participant's benefit and whether a Participant is eligible for Early Retirement and shall mean service credited under the Plan as provided in Article 3.1.08"Effective Date" shall mean January 1, 1964. With regard to a person who becomes an Employee by admission of his employer to the Plan on or after January 1, 1964, "Effective Date" shall mean the date of such admission.1.09"Employee" shall mean a salaried person who is employed by the Company or a Participating Company who is not eligible for participation in the American International Group, Inc. Retirement Plan (and would not be eligible upon satisfaction of the American International Group, Inc. Retirement Plan age and service requirements), who is regularly employed on a full time basis by the Company or a Participating Company outside the United States, and who receives regular stated compensation other than hourly or pension pay. Every person who works for at least 20 hours a week and for at least 6 months a year shall be a full time Employee. The ALICO Benefit Committee or its designee shall select and approve participation in the Plan among those who are eligible. An Employee who is selected by the ALICO Benefit Committee or its designee cannot be a member or accrue a benefit if he is an American citizen, green card holder, resident of the United States or a US taxpayer.1.10"Home Country" shall mean the country in which the Participants is a citizen; provided however, that in the event a Participant is a citizen of more than one country, the ALICO Benefit Committee, or its designee in its sole discretion, shall determine which county shall be deemed the Participant's Home Country.1.11"Normal Retirement Date" shall mean the first day of the calendar month coincident with or next following the 65th anniversary of an Employee's birth and completion of 5 years of Plan participation.1.12"Participant" shall mean any eligible Employee who becomes a Participant in the Plan in accordance with Article 2. Where so indicated in the context, "Participant" also refers to a person who is no longer accruing Credited Service but who has attained pension eligibility under this Plan at the date he ceased to accrue Credited Service, including a person who is retired and is receiving or is entitled to receive pension benefits described in this Plan.1.13"Participating Company" shall mean a company which is participating in the Plan pursuant to Article 7 with respect to its Employees who are Participants.1.14"Plan" shall mean ALICO Overseas Pension Plan.1.15"ALICO Benefit Committee" shall mean the managing board of the Plan as provided in Article 8.1.16"Social Security Benefit" shall mean the old age, survivors, retirement and other benefits paid by a governmental system similar to the U.S. Social Security. However, the term "Social Security Benefit" shall not include benefits payable under the U.S. Social Security System. It shall include benefits provided from any compulsory programs such as the AGIRC and UNIRS systems in France, or the Canadian Pension Plan/Quebec Pension Plan and the Canadian Old Age Security Act. It shall also include the portion attributable to Company or Participating Company contributions (including interest thereon, if

DEFINITIONS from Equity Incentive Plan

DEFINITIONS. Affiliate means any parent corporation or subsidiary corporation of the Company, whether now or hereafter existing, as those terms are defined in Sections 424(e) and (f), respectively, of the Code. Board means the Board of Directors of the Company. Cause means a determination by the Company that the Participant has committed an act or acts constituting any of the following: (i) dishonesty, fraud, misconduct or negligence in connection with Company duties, (ii) unauthorized disclosure or use of the Companys confidential or proprietary information, (iii) misappropriation of a business opportunity of the Company, (iv) materially aiding a competitor of Company, (v) a felony conviction; or (vi) failure or refusal to attend to the duties or obligations of the Participants position, or to comply with the Companys rules, policies or procedures. Change in Control means (i) the consummation of a merger or consolidation of the Company with or into another entity or any other stock acquisition or corporate reorganization, if more than 50% of the combined voting power of the continuing or surviving entitys securities outstanding immediately after such merger, consolidation, stock acquisition or other reorganization is owned by persons who were not stockholders of the Company immediately prior to such merger, consolidation, stock acquisition or other reorganization; or (ii) the sale, transfer or other disposition of all or substantially all of the Companys assets. A transaction shall not constitute a Change in Control if its sole purpose is to change the state of the Companys incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held the Companys securities immediately before such transaction. Code means the Internal Revenue Code of 1986, as amended. Committee means a committee of one or more members of the Board appointed by the Board in accordance with subsection 3(c). Common Stock means the common stock of the Company. Company means Redfin Corporation, a Delaware corporation. Consultant means any person, including an advisor, (i) engaged by the Company or an Affiliate to render consulting or advisory services and who is compensated for such services, including members of any advisory board constituted by the Company, or (ii) who is a member of the Board of Directors of an Affiliate. However, the term Consultant shall not include either Directors who are not compensated by the Company for their services as Directors or Directors who are merely paid a directors fee by the Company for their services as Directors. Continuous Service means that the Participants service with the Company or an Affiliate, whether as an Employee, Director or Consultant, is not interrupted or terminated. The Participants Continuous Service shall not be deemed to have terminated merely because of a change in the capacity in which the Participant renders service to the Company or an Affiliate as an Employee, Consultant or Director or a change in the entity for which the Participant renders such service, provided that there is no interruption or termination of the Participants Continuous Service. For example, a change in status from an Employee of the Company to a Consultant of an Affiliate or a Director will not constitute an interruption of Continuous Service. The Board or the chief executive officer of the Company, in that partys sole discretion, may determine whether Continuous Service shall be considered interrupted in the case of any leave of absence approved by that party, including sick leave, military leave or any other personal leave. Director means a member of the Board of Directors of the Company. Disability means the permanent and total disability of a person within the meaning of Section 22(e)(3) of the Code. Employee means any person employed by the Company or an Affiliate. Mere service as a Director or payment of a directors fee by the Company or an Affiliate shall not be sufficient to constitute employment by the Company or an Affiliate. Exchange Act means the Securities Exchange Act of 1934, as amended. Fair Market Value means, as of any date, the value of the Common Stock determined as follows: (i) if such Common Stock is then publicly traded on a national securities exchange, its closing price on the date of determination on the principal national securities exchange on which the Common Stock is listed or admitted to trading as reported in The Wall Street Journal; (ii) if such Common Stock is publicly traded but is not listed or admitted to trading on a national securities exchange, the average of the closing bid and asked prices on the date of determination as reported by The Wall Street Journal (or, if not so reported, as otherwise reported by any newspaper or other source as the Board may determine); or (iii) if none of the foregoing is applicable to the valuation in question, the Fair Market Value shall be determined in good faith by the Board. Incentive Sto

Definitions from Incentive Plan

Definitions. 2.1 Administrator means the Board or the Committee appointed by the Board in accordance with Section 3.5. 2.2 Affiliate means any parent corporation or subsidiary corporation of the Company, whether now or hereafter existing, as those terms are defined in Sections 424(e) and (f), respectively, of the Code. 2.3 Award means any right granted under this Plan, including an Incentive Stock Option, a Nonstatutory Stock Option, a Restricted Award, a Performance Compensation Award, a Stock Appreciation Right, Performance Shares, Performance Units or Other Stock-Based Awards. 2.4 Award Agreement means an agreement (whether in paper or electronic medium (including email or the posting on a web site maintained by the Company or a third party under contract with the Company) between the Company and a holder of an Award evidencing the terms and conditions of an individual Award grant. Each Award Agreement shall be subject to the terms and conditions of this Plan. 2.5 Beneficial Owner has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular person (as that term is used in Section 13(d)(3) of the Exchange Act), such person shall be deemed to have beneficial ownership of all securities that such person has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only after the passage of time. The terms Beneficially Owns and Beneficially Owned have a corresponding meaning. 2.6 Board means the Board of Directors of the Company. 2.7 Charter means that certain Certificate of Incorporation of Key Energy Services, Inc., dated December 15, 2016. 2.8 Code means the Internal Revenue Code of 1986, as it may be amended from time to time, and any guidance and/or regulations promulgated thereunder. 2.9 Committee means a committee of one or more members of the Board appointed by the Board to administer this Plan in accordance with Section 3.5. 2.10 Common Stock means the common stock, $0.01 par value per share, of the Company. 2.11 Company has the meaning set forth in Section 1.1. 2.12 Continuous Service means that the Participants service with the Company or an Affiliate, whether as an Employee or Director, is not interrupted or terminated. The Participants Continuous Service shall not be deemed to have terminated merely because of a change in the capacity in which the Participant renders service to the Company or an Affiliate as an Employee or Director or a change in the entity for which the Participant renders such service, provided that there is no interruption or termination of the Participants Continuous Service. For example, a change in status from an Employee of the Company to a Director will not constitute an interruption of Continuous Service. The Administrator or its delegate, in its sole discretion, may determine whether Continuous Service shall be considered interrupted in the case of any leave of absence approved by that party, including sick leave, military leave or any other personal or family leave of absence. Notwithstanding anything herein to the contrary, if an Optionholder who was granted an Incentive Stock Option exercises such Option on a date that is more than three (3) months after the last date on which the Optionholder was an Employee, such Option shall be treated as a Nonstatutory Stock Option, to the extent required by Section 424 of the Code. 2.13 Covered Employee has the same meaning as set forth in Section 162(m)(3) of the Code. 2.14 Date of Grant means the date on which the Administrator adopts a resolution, or takes other appropriate action, expressly granting an Award to a Participant that specifies the key terms and conditions of the Award and from which the Participant begins to benefit from or be adversely affected by subsequent changes in the Fair Market Value of the Common Stock or, if a later date is set forth in such resolution, then such date as is set forth in such resolution. 2.15 Director means a member of the Board. 2.16 Disability shall have the meaning ascribed to it in the applicable Award Agreement. The determination of whether an individual has a Disability shall be determined under procedures established by the Administrator. 2.17 Dividend Equivalents has the meaning set forth in Section 7.1(b)(2). 2.18 Effective Date means the effective date of the Plan of Reorganization, December 15, 2016. 2.19 Employee means any person employed by the Company or an Affiliate as an employee. Mere service as a Director or payment of a directors fee by the Company or an Affiliate shall not be sufficient to constitute employment by the Company or an Affiliate. 2.20 Exchange Act means the Securities Exchange Act of 1934, as amended. 2.21 Fair Market Value means, as of any date, the value of the Common Stock as determined below. The Fair Market Value on any date on which the Companys shares of Common Stock are registered under Se

Definitions from Equity Incentive Plan

Definitions. As used in the Plan, the following definitions will apply to the capitalized terms indicated below: Affiliate means, at the time of determination, any parent or subsidiary of the Company as such terms are defined in Rule 405. The Board will have the authority to determine the time or times at which parent or subsidiary status is determined within the foregoing definition. Award means (a) Incentive Stock Options, (b) Nonstatutory Stock Options, (c) Stock Appreciation Rights, (d) Restricted Stock Awards, (e) Restricted Stock Unit Awards, and (f) Other Awards. Award Agreement means a written agreement between the Company and a Participant evidencing the terms and conditions of an Award. Board means the Board of Directors of the Company. Capitalization Adjustment means any change that is made in, or other events that occur with respect to, the Common Stock subject to the Plan or subject to any Award after the Effective Date without the receipt of consideration by the Company through merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, large nonrecurring cash dividend, stock split, reverse stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure, or any similar equity restructuring transaction, as that term is used in Statement of Financial Accounting Standards Board Accounting Standards Codification Topic 718 (or any successor thereto). However, the conversion of any convertible securities of the Company will not be treated as a Capitalization Adjustment. Cause will have the meaning ascribed to such term in any written agreement between the Participant and the Company defining such term as applicable to an Award and, in the absence of such agreement, such term means, with respect to a Participant, such Participants: (a) commission of any felony; (b) commission of a crime involving fraud, dishonesty, or moral turpitude under the laws of the United States or any state thereof that is reasonably likely to result in material adverse effects on the Company; (c) commission of a crime of fraud, embezzlement, or other intentional malfeasance against the Company; (d) intentional, material violation of any contract or agreement between the Participant and the Company or of any statutory duty owed to the Company; (e) unauthorized use or disclosure of the Companys confidential information or trade secrets; or (f) gross misconduct that is reasonably likely to result in a material adverse effect on the Company. The determination that a termination of the Participants Continuous Service is either for Cause or without Cause will be made by the Board, in its sole discretion. Any determination by the Board that the Continuous Service of a Participant was terminated with or without Cause for the purposes of outstanding Awards held by such Participant will have no effect on any determination of the rights or obligations of the Company or such Participant for any other purpose. Change in Control means the occurrence, in a single transaction or in a series of related transactions, of any one or more of the following events:

DEFINITIONS from Equity Incentive Plan

DEFINITIONS. Capitalized terms used in this Plan without definition shall have the meanings given to them in the LLC Agreement. As used in this Plan: Assumed (and with correlative meaning, Assume and Assumption) means either (i) the Award is expressly affirmed by the Company or (ii) the contractual obligations represented by the Award are expressly assumed (and not simply by operation of law) by a successor entity or its parent with appropriate adjustments to the number and type of securities of the successor entity or its parent subject to the Award and the exercise or purchase price thereof which at least preserves the compensation element of the Award existing at the time of the assumption as determined in accordance with the instruments evidencing the agreement to assume the Award. Award shall mean an award of Shares, Restricted Share Units or Options under the Plan and, as the context requires, the Shares to which a Restricted Share Unit relates or for which an Option is exercisable. Award Agreement means the written agreement evidencing the grant of an Award executed by the Company and the Participant, including any amendments thereto. Cause means, with respect to the termination by the Company or a Related Entity of the Participants Continuous Service, that such termination is for Cause as such term (or word of like import) is expressly defined in a then-effective written agreement between the Participant and the Company or such Related Entity, or in the absence of such then-effective written agreement and definition, is based on, in the determination of the Manager, the Participants: (i) performance of any act or failure to perform any act in bad faith and to the detriment of the Company or a Related Entity; (ii) dishonesty, intentional misconduct or material breach of any agreement with the Company or a Related Entity; or (iii) commission of a crime involving dishonesty, breach of trust, or physical or emotional harm to any person. Code shall mean the Internal Revenue Code of 1986, as amended. Company shall mean Fulgent Therapeutics LLC, a California limited liability company. Consultant shall mean a person who performs bona fide services for the Company or a Related Entity as a consultant or advisor, excluding Employees or Officers. Continuous Service means the provision of services to the Company or a Related Entity in any capacity of Employee, Officer or Consultant to the extent not interrupted or terminated. In jurisdictions requiring notice in advance of an effective termination as an Employee, Officer or Consultant, Continuous Service shall be deemed terminated upon the actual cessation of providing services to the Company or a Related Entity notwithstanding any required notice period that must be fulfilled before a termination as an Employee, Officer or Consultant can be effective under applicable laws. A Participants Continuous Service shall be deemed to have terminated either upon an actual termination of Continuous Service or upon the entity for which the Participant provides services ceasing to be a Related Entity. Continuous Service shall not be considered interrupted in the case of (i) any approved leave of absence, (ii) transfers among the Company, any Related Entity, or any successor, in any capacity of Employee, Officer or Consultant, or (iii) any change in status as long as the individual remains in the service of the Company or a Related Entity in any capacity of Employee, Officer or Consultant (except as otherwise provided in an Award Agreement). Employee shall mean any individual who is a common-law employee of the Company or a Related Entity. Exchange Act shall mean the Securities and Exchange Act of 1934, as amended. Fair Market Value means, as of any date, the value of property determined as follows:

DEFINITIONS from Equity Incentive Plan

DEFINITIONS. Capitalized terms used in this Plan without definition shall have the meanings given to them in the LLC Agreement. As used in this Plan: Assumed (and with correlative meaning, Assume and Assumption) means either (i) the Award is expressly affirmed by the Company or (ii) the contractual obligations represented by the Award are expressly assumed (and not simply by operation of law) by a successor entity or its parent with appropriate adjustments to the number and type of securities of the successor entity or its parent subject to the Award and the exercise or purchase price thereof which at least preserves the compensation element of the Award existing at the time of the assumption as determined in accordance with the instruments evidencing the agreement to assume the Award. Award shall mean an award of Shares, Restricted Share Units or Options under the Plan and, as the context requires, the Shares to which a Restricted Share Unit relates or for which an Option is exercisable. Award Agreement means the written agreement evidencing the grant of an Award executed by the Company and the Participant, including any amendments thereto. Cause means, with respect to the termination by the Company or a Related Entity of the Participants Continuous Service, that such termination is for Cause as such term (or word of like import) is expressly defined in a then-effective written agreement between the Participant and the Company or such Related Entity, or in the absence of such then-effective written agreement and definition, is based on, in the determination of the Manager, the Participants: (i) performance of any act or failure to perform any act in bad faith and to the detriment of the Company or a Related Entity; (ii) dishonesty, intentional misconduct or material breach of any agreement with the Company or a Related Entity; or (iii) commission of a crime involving dishonesty, breach of trust, or physical or emotional harm to any person. Code shall mean the Internal Revenue Code of 1986, as amended. Company shall mean Fulgent Therapeutics LLC, a California limited liability company. Consultant shall mean a person who performs bona fide services for the Company or a Related Entity as a consultant or advisor, excluding Employees or Officers. Continuous Service means the provision of services to the Company or a Related Entity in any capacity of Employee, Officer or Consultant to the extent not interrupted or terminated. In jurisdictions requiring notice in advance of an effective termination as an Employee, Officer or Consultant, Continuous Service shall be deemed terminated upon the actual cessation of providing services to the Company or a Related Entity notwithstanding any required notice period that must be fulfilled before a termination as an Employee, Officer or Consultant can be effective under applicable laws. A Participants Continuous Service shall be deemed to have terminated either upon an actual termination of Continuous Service or upon the entity for which the Participant provides services ceasing to be a Related Entity. Continuous Service shall not be considered interrupted in the case of (i) any approved leave of absence, (ii) transfers among the Company, any Related Entity, or any successor, in any capacity of Employee, Officer or Consultant, or (iii) any change in status as long as the individual remains in the service of the Company or a Related Entity in any capacity of Employee, Officer or Consultant (except as otherwise provided in an Award Agreement). Employee shall mean any individual who is a common-law employee of the Company or a Related Entity. Exchange Act shall mean the Securities and Exchange Act of 1934, as amended. Fair Market Value means, as of any date, the value of property determined as follows:

Definitions from Equity Incentive Plan

Definitions. "Applicable Laws" means the requirements related to or implicated by the administration of the Plan under applicable state corporate law, United States federal and state securities laws, the Code, any stock exchange or quotation system on which the shares of Common Stock are listed or quoted, and the applicable laws of any foreign country or jurisdiction where Awards are granted under the Plan. "Award" means any right granted under the Plan, including an Incentive Stock Option, a Non-qualified Stock Option, a Stock Appreciation Right, or a Stock Award. "Award Agreement" means a written agreement, contract, certificate or other instrument or document evidencing the terms and conditions of an individual Award granted under the Plan which may, in the discretion of the Company, be transmitted electronically to any Participant. Each Award Agreement shall be subject to the terms and conditions of the Plan. "BAC" means BioTime Acquisition Corporation, a Delaware corporation, and any successor company or any parent company. "Board" means the Board of Directors of BAC, as constituted at any time. "Cause" means: With respect to any Employee or Consultant:(a) If the Employee or Consultant is a party to an employment or service agreement with the Company or its Affiliates and such agreement provides for a definition of Cause, the definition contained therein; or (b) If no such agreement exists, or if such agreement does not define Cause: (i) the commission of, or plea of guilty or no contest to, a felony or a crime involving moral turpitude or the commission of any other act involving willful malfeasance or material fiduciary breach with respect to the Company or an Subsidiary; (ii) conduct that results in or is reasonably likely to result in harm to the reputation or business of the Company or any of its Affiliates; (iii) willful conversion or misappropriation of corporate funds; (iv) gross negligence or willful misconduct with respect to the Company or an Subsidiary; or (v) material violation of any state or federal securities law. With respect to any Director, a determination by a majority of the disinterested Board members that the Director has engaged in any of the following:(a) malfeasance in office;(b) gross misconduct or neglect;(c) false or fraudulent misrepresentation inducing the director's appointment;(d) willful conversion or misappropriation of corporate funds; or (e) repeated failure to participate in Board meetings on a regular basis despite having received proper notice of the meetings in advance. The Committee, in its absolute discretion, shall determine the effect of all matters and questions relating to whether a Participant has been discharged for Cause. "Change in Control" (a) The direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Company and its subsidiaries, taken as a whole, to any Person that is not a subsidiary of the Company; (b) The Incumbent Directors cease for any reason to constitute at least a majority of the Board; (c) The date which is 10 business days prior to the consummation of a complete liquidation or dissolution of the Company; (d) The acquisition by any Person of Beneficial Ownership of 50% or more (on a fully diluted basis) of either (i) the then outstanding shares of Common Stock of the Company, taking into account as outstanding for this purpose such Common Stock issuable upon the exercise of options or warrants, the conversion of convertible stock or debt, and the exercise of any similar right to acquire such Common Stock (the "Outstanding Company Common Stock") or (ii) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"); provided, however, that for purposes of this Plan, the following acquisitions shall not constitute a Change in Control: (A) any acquisition by the Company or any Subsidiary, (B) any acquisition by any employee benefit plan sponsored or maintained by the Company or any subsidiary, (C) any acquisition which complies with clauses, (i), (ii) and (iii) of subsection (e) of this definition or (D) in respect of an Award held by a particular Participant, any acquisition by the Participant or any group of persons including the Participant (or any entity controlled by the Participant or any group of persons including the Participant); or (e) The consummation of a reorganization, merger, consolidation, statutory share exchange or similar form of corporate transaction involving the Company that requires the approval of the Company's shareholders, whether for such transaction or the issuance of securities in the transaction (a "Business Combination"), unless immediately following such Business Combination: (i) more than 50% of the total voting power of (A) the entity res