such change; or (4) a material breach by the Company of any employment agreement between the Company and the Grantee.
2.20 "Grant Date" means, as determined by the Board, the latest to occur of (i) the date as of which the Board
approves an Award, (ii) the date on which the recipient of an Award first becomes eligible to receive an Award under Section 6 hereof, or
(iii) such other date as may be specified by the Board.
2.21 "Grantee" means a person who receives or holds an Award under the Plan.
2.22 "Incentive Stock Option" means an "incentive stock option" within the meaning of Section 422 of the Code, or the
corresponding provision of any subsequently enacted tax statute, as amended from time to time.
2.23 "Non-qualified Stock Option" means an Option that is not an Incentive Stock Option.
2.24 "Option" means an option to purchase one or more shares of Stock pursuant to the Plan.
2.25 "Option Price" means the exercise price for each share of Stock subject to an Option.
2.26 "Other Agreement" shall have the meaning set forth in Section 15
2.27 "Outside Director" means a member of the Board who is not an officer or employee of the Company.
2.28 "Performance Award" means an Award made subject to the attainment of performance goals (as described in Section 14) over a performance period of up to ten
2.29 "Plan" means this Liquidity Services, Inc. Second Amended and Restated 2006 Omnibus Long-Term Incentive Plan.
2.30 "Purchase Price" means the purchase price for each share of Stock pursuant to a grant of Restricted Stock.
2.31 "Reporting Person" means a person who is required to file reports under Section 16(a) of the Exchange Act.
2.32 "Restricted Stock" means shares of Stock, awarded to a Grantee pursuant to Section 10 hereof.
2.33 "SAR Exercise Price" means the per share exercise price of a SAR granted to a Grantee under Section 9 hereof.
2.34 "Securities Act" means the Securities Act of 1933, as now in effect or as hereafter amended.
2.35 "Service" means service as a Service Provider to the Company or an Affiliate. Unless otherwise stated in the applicable
Award Agreement, a Grantee's change in position or duties shall not result in interrupted or terminated Service, so long as such Grantee continues to be a Service Provider to the Company or an
Affiliate. Subject to the preceding sentence, whether a termination of Service shall have occurred for purposes of the Plan shall be determined by the Board, which determination shall be final,
binding and conclusive.
2.36 "Service Provider" means an employee, officer or director of the Company or an Affiliate, or a consultant or adviser
currently providing services to the Company or an Affiliate.
2.37 "Stock" means the common stock, par value $.001 per share, of the Company.
2.38 "Stock Appreciation Right" or "SAR" means a right granted to a Grantee
under Section 9 hereof.