Definitions

Definitions. The following definitions shall be applicable throughout the Plan. (a) "Affiliate" means (i) any entity that directly or indirectly is controlled by, controls or is under common control with the Company or Carnival plc, and (ii) to the extent provided by the Committee, any entity in which the Company or Carnival plc has a significant equity interest. (b) "Award" means, individually or collectively, any Restricted Stock Award or Restricted Stock Unit Award. (c) "Award Agreement" means a... Restricted Stock agreement or Restricted Stock Unit agreement. (d) "Board" means the Board of Directors of the Company. (e) "Carnival plc" means the entity previously known as P&O Princess Cruises plc, a public limited company incorporated under the laws of England and Wales, and any successor thereto. (f) "Code" means the Internal Revenue Code of 1986, as amended. Reference in the Plan to any section of the Code shall be deemed to include any amendments or successor provisions to such section and any regulations under such section. (g) "Committee" means the Compensation Committee of the Board. (h) "Common Stock" means the common stock, par value $0.01 per share, of the Company and any stock into which such common stock may be converted or into which it may be exchanged. (i) "Combined Group" means the Company and Carnival plc and any successor thereto. (j) "Company" means Carnival Corporation, a corporation organized under the laws of the Republic of Panama, and any successor thereto. (k) "Date of Grant" means the date on which the granting of an Award is authorized, or such other date as may be specified in such authorization or, if there is no such date, the date indicated on the applicable Award Agreement. (l) "Disability means a Participant's total disability as defined below and determined in a manner consistent with Code Section 409A and the regulations thereunder: The Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months. A Participant will be deemed to have suffered a Disability if determined to be totally disabled by the Social Security Administration. In addition, the Participant will be deemed to have suffered a Disability if determined to be disabled in accordance with a disability insurance program maintained by the Company, provided that the definition of disability applied under such disability insurance program complies with the requirements of Code Section 409A and the regulations thereunder. (m) "Effective Date" means January 1, 2001. (n) "Eligible Director" shall have the meaning assigned to it in Section 6. (o) "Exchange Act" means the Securities Exchange Act of 1934, as amended. (p) "Fair Market Value", on a given date, means (i) if the Shares are listed on a national securities exchange, the average of the highest and lowest sale prices reported as having occurred on the primary exchange with which the Shares are listed and traded on such date, or, if there is no such sale on that date, then on the last preceding date on which such a sale was reported; (ii) if the Shares are not listed on any national securities exchange but is quoted in the Nasdaq National Market ("Nasdaq") on a last sale basis, the average between the high bid price and low ask price reported on the date prior to such date, or, if there is no such sale on that date, then on the last preceding date on which a sale was reported; or (iii) if the Shares are not listed on a national securities exchange nor quoted in the Nasdaq on a last sale basis, the amount determined by the Committee to be the fair market value based upon a good faith attempt to value the Shares accurately and computed in accordance with applicable regulations of the Internal Revenue Service. (q) "Mature Shares" means Shares owned by a Participant which are not subject to any pledge or security interest and have either been held by the Participant for six months, previously acquired by the Participant on the open market or meet such other requirements as the Committee may determine are necessary in order to avoid an accounting earnings charge on account of the use of such Shares to pay the Option Price or satisfy any applicable withholding obligation in respect of an Option. (r) "Option" means an Award granted under Section 8 prior to January 15, 2008. (s) "Option Price" means the exercise price for an Option. (t) "Pairing Agreement" means the Pairing Agreement, dated April 17, 2003, among the Company, The Law Debenture Trust Corporation (Cayman) Limited, as trustee of the Carnival plc Special Voting Trust, and Sun Trust Bank, as transfer agent, as it may be amended from time to time. (u) "Participant" means each Eligible Director receiving an Award pursuant to the Plan. (v) "Plan" means this Carnival Corporation Amended and Restated 2001 Outside Director Stock Plan. (w) "Restricted Period" means, with respect to any Share of Restricted Stock or any Restricted Stock Unit, the period of time during which such Award is subject to restrictions set forth in Section 9 and the applicable Award Agreement. (x) "Restricted Stock" means Shares issued or transferred to a Participant subject to forfeiture and the other restrictions set forth in Section 9 and the applicable Award Agreement. (y) "Restricted Stock Award" means an Award of Restricted Stock granted under Section 9. (z) "Restricted Stock Unit" means a hypothetical investment equivalent to one Share granted in connection with an Award made under Section 9. (aa) "Restricted Stock Unit Award" means an Award of Restricted Stock Units granted under Section 9. (bb) "Securities Act" means the Securities Act of 1933, as amended. (cc) "Share" means the aggregate of one share of Common Stock and one Trust Share. (dd) "Stock Option Agreement" means any agreement between the Company and a Participant who has been granted an Option pursuant to Section 8 which defines the rights and obligations of the parties thereto. (ee) "Subsidiary" means any subsidiary of the Company as defined in Section 424(f) of the Code. (ff) "Trust Share" has the meaning assigned to it in the Pairing Agreement. (gg) "Vested Unit" has the meaning assigned to it in Section 9(d). View More

Definitions. The following defined terms are hereby added to Section 13.1 of the Loan Agreement as follows: "Charter" is defined in Section 2.6. "Mezzanine Loan Agreement" means that certain Loan and Security Agreement by and between Borrower and Bank dated as of March 25, 2011. "Mezzanine Loan Documents" all of the "Loan Documents" (as such term is defined in the Mezzanine Loan Agreement). -2- 2.6 Section 13 (Definitions). The following defined term in Section 13.1 of the Loan Agreement is amended... in its entirety and replaced with the following "Subordinated Debt" is (i) Indebtedness incurred by Borrower subordinated to all of Borrower's now or hereafter indebtedness to Bank (pursuant to a subordination, intercreditor, or other similar agreement in form and substance satisfactory to Bank entered into between Bank and the other creditor), on terms acceptable to Bank and (ii) Indebtedness owing from Borrower to Bank pursuant to the Mezzanine Loan Documents. 2.7 Section 13 (Definitions). Subsection (a) of the defined term "Permitted Indebtedness" set forth in Section 13.1 is amended in its entirety and replaced with the following: "(a) Borrower's Indebtedness to Bank under this Agreement, the other Loan Documents and the Mezzanine Loan Documents;" 2.8 Section 13 (Definitions). Subsection (a) of the defined term "Permitted Liens" set forth in Section 13.1 is amended in its entirety and replaced with the following: "(a) Liens existing on the Effective Date and shown on the Perfection Certificate or arising under this Agreement, the other Loan Documents or the Mezzanine Loan Documents;" View More

Definitions. The following defined terms shall have the following meanings when used in this Agreement. The meanings assigned by this Agreement shall apply to the plural, singular, possessive or any other form of the term. Words of the masculine, feminine or neuter gender used in this Agreement include all other genders.

Definitions. For the purposes of this Agreement, the following terms shall have the following meanings: AFFILIATE, first used in the preamble to this Agreement, means Entravision Communications Corporation, a Delaware corporation. Agreement, first used in Section 1 hereof, means the instant Master Network Affiliation Agreement. Authorized Preemption, first used in Section 1 hereof, below, means a failure by AFFILIATE to broadcast any Program (i) pursuant to Section 6(a) of this Agreement, (ii) due to... force majeure as provided for in Section 12 of this Agreement, or (iii) for which AFFILIATE has obtained the written consent of TELEFUTURA. Commencement Date has the meaning established in Section 3 hereof. Commercial Availability, first used in Section 1 hereof, means a unit of time of whatever length available for the broadcast of commercial advertising announcements, promotional announcements, and/or station identification announcements. 1 Digital Channel, first used in Section 5(d) hereof, means any television channel allotted by the FCC to AFFILIATE for digital television transmissions for use in association with the Station as a result of MM Docket 87-269 and the rules and regulations adopted with respect thereto. Digital Transition Period, first used in Section 5(d) hereof, means the period commencing on the first date AFFILIATE broadcasts a digital signal to the general public on a consistent commercial basis on the Digital Channel and ending on the last day of the term of this Agreement. FCC, first used in the preamble to this Agreement, means the Federal Communications Commission or any successor agency. Force Majeure Event, first used in Section 12 hereof, means any act of God, labor dispute, non-delivery by program suppliers or others, failure or breakdown of satellite or other facilities, legal enactment, governmental order or regulation or any other similar or dissimilar cause beyond the control of TELEFUTURA or AFFILIATE, as the case may be. Local Availability, first used in Section 7(b) hereof, means a Commercial Availability designated by TELEFUTURA pursuant to this Agreement for broadcast of a commercial advertisement by a Station and not by other TELEFUTURA affiliates on an interconnected or delayed telecast basis. Local Programming first used in Section 1 hereof, means collectively, all local and syndicated programs, public service announcements, promotional announcements, station identifications and other interstitial material which are originated and broadcast by a Station. Local Programming Window, first used in Section 5(b) hereof, means a time period indicated on the attached Schedule A as being occupied by Local Programming. Local Sale, first used in Section 7(e) hereof, means a Sale of advertising for broadcast on AFFILIATE's Stations, and not for broadcast on the Network generally, made by the local sales staff of AFFILIATE. National Sale, first used in Section 7(e) hereof, means a Sale of advertising for broadcast on AFFILIATE's Stations, and not for broadcast on the Network generally, made by TELEFUTURA as the exclusive national and regional sales representative of AFFILIATE, and any other Sale which is of a type normally considered within the broadcast industry to be a national or a regional advertising sale. Net National Sale, first used in Section 8(a) hereof, means a National Sale of advertising net only of agency commission. 2 Network, first used in the preamble to this Agreement, means that certain program service to be distributed by or on behalf of TELEFUTURA on an interconnected basis to affiliates for broadcast to the public. Network Availability, first used in Section 5(b)(ii) hereof, means a Commercial Availability designated by TELEFUTURA pursuant to this Agreement for the simultaneous broadcast of a commercial announcement by multiple TELEFUTURA affiliates on an interconnected basis, including delayed telecasts pursuant to Section 11 of this Agreement. Network Exclusivity Zone, first used in Section 5(m) hereof, means the applicable area as set forth in Sections 76.92 through 76.97 of the rules and regulations of the FCC. Network Program Schedule, first used in Section 5(b) hereof, means the programming provided by TELEFUTURA to its affiliates on a regular basis for broadcast during a Network Time Period, including, but not limited to, all Network Programming, commercial announcements, TELEFUTURA identification announcements, TELEFUTURA promotional announcements, public service announcements, credits and cross promotional announcements for any of TELEFUTURA's other networks, or any other network or program service owned or operated by, or under common ownership or control with, TELEFUTURA, including but not limited to cable programming networks such as Univision and Galavision, and other interstitial material distributed by TELEFUTURA to AFFILIATE. Network Programming, first used in Section 1 hereof, means, collectively, all Programs, public service announcements, promotional announcements, network identifications and other interstitial material which are distributed to affiliates of the Network. Network Sale, first used in Section 7(d) hereof, means a Sale of advertising for broadcast on the Network. Network Time, first used in Section 7 hereof, means the entire clock hour or half-hour during which a Program is broadcast including Station breaks and adjacencies. (E.g., for a one-hour Program broadcast during the 7:00 and 8:00 time period, all commercials sold between 7:00 and 8:00 are within Network Time, even if the program actually began after 7:00 and ended before 8:00.) Network Time Period, first used in Section 1 hereof, means the time periods indicated on the attached Schedule A as being occupied by Network Programming. Non-Network Programming, first used in Section 9 hereof, means programs, program series, and programming of any nature or kind, including, but not limited to, special sports programs and special events programs, such as political conventions, election coverage, presidential inaugurations, parades, and pageants, and other programs and program series, which are not then regularly scheduled by TELEFUTURA for broadcast on an interconnected basis by 3 affiliates of the Network during those hours that then comprise the Network Programming Schedule. Program, first used in Section 1 hereof, means a television program distributed by or on behalf of TELEFUTURA for broadcast on an interconnected basis by affiliates of the Network. Sale, first used in Section 1 hereof, means a sale of advertising. Station or Stations, first used in the preamble to this Agreement, means the television stations listed in Schedule B. Additional stations will be incorporated into Schedule B and subject to the terms and conditions of this Agreement by the parties revising Schedule B to include such station. Terms Sheet, first used in Section 9 hereof, means a writing setting forth the principal terms and conditions on which TELEFUTURA offers a non-network program or program series to AFFILIATE, including, but not limited to, the time permitted for acceptance of said offer by AFFILIATE. Unauthorized Preemption, first used in Section 10 hereof, means any preemption or failure to broadcast any Program, in whole or in part, other than an Authorized Preemption. TELEFUTURA, first used in the preamble to this Agreement, means TELEFUTURA, a Delaware corporation. View More

Definitions. Unless defined herein, capitalized terms have the meaning given to them in the Novation Agreement.

Definitions. AGREEMENT AND PLAN OF MERGER (this "Agreement"), made and entered into as of November 12, 2007 by and among Regeneration Technologies, Inc. a Delaware corporation ("Parent"), Rockets FL Corp., a Florida corporation and wholly owned Subsidiary of Parent ("Merger Sub"), and Tutogen Medical, Inc., a Florida corporation (the "Company"). Parent, Merger Sub and the Company are sometimes referred to herein individually as a "Party" and, collectively, as the "Parties."

Definitions. Unless otherwise defined herein, all capitalized terms used herein have the meanings assigned to such terms in the Loan Agreement, as amended hereby. SECTION 2. Amendments. Upon the Amendment Effective Date (as hereinafter defined), the Loan Agreement shall be amended as follows: (a) The following definitions are hereby added to Section 1 of the Loan Agreement in a manner that maintains alphabetical order: 'Notification of Draw' means a written notice to Lender of Borrower's initial intention... to request the funding of a Loan or the Lender's provision of Letter of Credit Accommodation, which shall be issued by Borrower at least two weeks prior to the date of the contemplated Loan funding or issuance of Letter of Credit Accommodation. ..' (b) Section 1.67 of the Loan Agreement is hereby deleted in its entirety and replaced with the following: '1.67 Revolving Loan Limit' shall mean Three Million Dollars ($3,000,000).' (c) Section 3.5 of the Loan Agreement is hereby deleted in its entirety and replaced with the following: Eighth Amendment to Loan and Security Agreement '3.5 Unused Line Fee. Borrower shall pay to Lender, on a monthly basis, an unused line fee at a rate equal to one-half of one percent (0.50%) per annum calculated upon the amount by which Revolving Loan Limit exceeds the average daily principal balance of the outstanding Revolving Loans and Letter of Credit Accommodations during the immediately preceding month (or part thereof) while this Agreement is in effect and for so long thereafter as any of the Obligations are outstanding, which fee shall be due and payable to Lender on the first day of each month, in arrears.' (d) Sections 4.2(c) of the Loan Agreement is hereby deleted in its entirety and replaced with the following: '(c)(i) no Default or Event of Default shall exist or have occurred and be continuing on and as of the date of the making of such Loan or providing each such Letter of Credit Accommodation and after giving effect thereto and (ii) Lender shall have received a Notification of Draw at least two weeks prior to the date of the making of such Loan or providing each such Letter of Credit Accommodation. If there are amounts outstanding under the Loan Agreement or there have been any amounts outstanding under the Loan Agreement within the preceding three (3) months as a result of a previous Notification of Draw, then Borrower will not be required to submit a Notification of Draw to request funding of a Loan.' (e) The introduction in the first sentence of Section 7.7 of the Loan Agreement is hereby deleted in its entirety and replaced with the following: 'Immediately following delivery to Lender of a Notification of Draw, and from time to time thereafter as requested by Lender, at the cost and expense of Borrower, and no more than two (2) times in any twelve month period (which number shall be no more than three (3) times in any twelve month period if, as of the applicable date of determination, the sum of the aggregate outstanding Revolving Loans and Letter of Credit Accommodations hereunder exceeds One Million Dollars ($1,000,000)), and at any time or as many times as Lender may request upon the occurrence and during the continuation of an Event of Default,' (f) The 'Maturity Date' referenced in the first sentence of Section 12.1(a) of the Loan Agreement is hereby changed to 'May 31, 2013'. SECTION 3. Amendment Fee. Borrower shall pay Lender an amendment fee in the amount of $3,000, which shall be due and payable in full, and fully earned by Lender, on the Amendment Effective Date. SECTION 4. Representations, Warranties and Covenants of Borrower. Borrower represents and warrants to Lender, and agrees that: (a) the representations and warranties contained in the Loan Agreement (as amended hereby) and the other outstanding Financing Agreements are true and correct in all material respects at and as of the date hereof as though made on and as of the date hereof, except (i) to the extent specifically made with regard to a particular date and (ii) for such changes as are a result of any act or omission specifically permitted under the Loan Agreement (or under any Loan Document), or as otherwise specifically permitted by Lender; (b) on the Amendment Effective Date, after giving effect to this Amendment, no Default or Event of Default will have occurred and be continuing; EIGHTH AMENDMENT TO LOAN AND SECURITY AGREEMENT 2 (c) the execution, delivery and performance of this Amendment have been duly authorized by all necessary action on the part of, and duly executed and delivered by, Borrower, and this Amendment is a legal, valid and binding obligation of Borrower, enforceable against Borrower in accordance with its terms, except as the enforcement thereof may be subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors' rights generally and general principles of equity (regardless of whether such enforcement is sought in a proceeding in equity or at law); and (d) the execution, delivery and performance of this Amendment do not conflict with or result in a breach by Borrower of any term of any material contract, loan agreement, indenture or other agreement or instrument to which Borrower is a party or is subject. SECTION 5. Conditions Precedent to Effectiveness of Amendment. This Amendment shall become effective (the 'Amendment Effective Date') upon satisfaction of each of the following conditions: (a) Each of Borrower and Lender shall have executed and delivered to Lender this Amendment, and such other documents as Lender may reasonably request; (b) PFSweb, Inc. shall have executed and delivered a Reaffirmation of Guaranty in the form attached to this Amendment; (c) No Default or Event of Default shall have occurred and be continuing; and (d) All legal matters incident to the transactions contemplated hereby shall be reasonably satisfactory to counsel for Lender. SECTION 6. Execution in Counterparts. This Amendment may be executed in counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same instrument. Delivery of an executed counterpart of this Amendment by telefacsimile, '.pdf file' or other electronic method of transmission shall be equally as effective as delivery of an originally executed counterpart of this Amendment. Any party delivering an executed counterpart of this Amendment by telefacsimile, '.pdf file' or other electronic method of transmission also shall deliver an originally executed counterpart of this Amendment but the failure to deliver an originally executed counterpart shall not affect the validity, enforceability, and binding effect of this Amendment. SECTION 7. Costs and Expenses. Borrower hereby affirms its obligation under Section 9.20 of the Loan Agreement to reimburse Lender for all expenses (including reasonable attorneys' fees) paid or incurred by Lender in connection with the preparation, negotiation, execution and delivery of this Amendment. SECTION 8. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO THE INTERNAL CONFLICTS OF LAWS PROVISIONS THEREOF. SECTION 9. Successors and Assigns. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. SECTION 10. Effect of Amendment; Reaffirmation of Financing Agreements. The parties hereto agree and acknowledge that (a) nothing contained in this Amendment in any manner or respect limits or terminates any of the provisions of the Loan Agreement or the other outstanding Financing EIGHTH AMENDMENT TO LOAN AND SECURITY AGREEMENT 3 Agreements other than as expressly set forth herein and (b) the Loan Agreement (as amended hereby) and each of the other outstanding Financing Agreements remain and continue in full force and effect and are hereby ratified and reaffirmed in all respects. Upon the effectiveness of this Amendment, each reference in the Loan Agreement to 'this Agreement', 'hereunder', 'hereof', 'herein' or words of similar import shall mean and be a reference to the Loan Agreement, as amended hereby. SECTION 11. Headings. Section headings in this Amendment are included herein for convenience of any reference only and shall not constitute a part of this Amendment for any other purposes. SECTION 12. Release. BORROWER HEREBY ACKNOWLEDGES THAT AS OF THE DATE HEREOF IT HAS NO DEFENSE, COUNTERCLAIM, OFFSET, CROSS-COMPLAINT, CLAIM OR DEMAND OF ANY KIND OR NATURE WHATSOEVER THAT CAN BE ASSERTED TO REDUCE OR ELIMINATE ALL OR ANY PART OF ITS LIABILITY TO REPAY THE OBLIGATIONS OR TO SEEK AFFIRMATIVE RELIEF OR DAMAGES OF ANY KIND OR NATURE FROM LENDER, ITS AFFILIATES AND PARTICIPANTS, OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, AGENTS, EMPLOYEES OR ATTORNEYS. BORROWER HEREBY VOLUNTARILY AND KNOWINGLY RELEASES AND FOREVER DISCHARGES LENDER, ITS AFFILIATES AND PARTICIPANTS, AND THEIR RESPECTIVE PREDECESSORS, AGENTS, OFFICERS, DIRECTORS, EMPLOYEES, SUCCESSORS AND ASSIGNS, FROM ALL POSSIBLE CLAIMS, DEMANDS, ACTIONS, CAUSES OF ACTION, DAMAGES, COSTS, EXPENSES, AND LIABILITIES WHATSOEVER, KNOWN OR UNKNOWN, ANTICIPATED OR UNANTICIPATED, SUSPECTED OR UNSUSPECTED, FIXED, CONTINGENT, OR CONDITIONAL, AT LAW OR IN EQUITY, ORIGINATING IN WHOLE OR IN PART ON OR BEFORE THE DATE THIS AMENDMENT IS EXECUTED, WHICH BORROWER MAY NOW OR HEREAFTER HAVE AGAINST LENDER AND ITS PREDECESSORS, AGENTS, OFFICERS, DIRECTORS, EMPLOYEES, SUCCESSORS AND ASSIGNS, IF ANY, AND IRRESPECTIVE OF WHETHER ANY SUCH CLAIMS ARISE OUT OF CONTRACT, TORT, VIOLATION OF LAW OR REGULATIONS, OR OTHERWISE, AND ARISING FROM THE LIABILITIES, THE EXERCISE OF ANY RIGHTS AND REMEDIES UNDER THE LOAN AGREEMENT OR OTHER FINANCING AGREEMENTS, AND NEGOTIATION FOR AND EXECUTION OF THIS AMENDMENT. BORROWER HEREBY COVENANTS AND AGREES NEVER TO INSTITUTE ANY ACTION OR SUIT AT LAW OR IN EQUITY, NOR INSTITUTE, PROSECUTE, OR IN ANY WAY AID IN THE INSTITUTION OR PROSECUTION OF ANY CLAIM, ACTION OR CAUSE OF ACTION, RIGHTS TO RECOVER DEBTS OR DEMANDS OF ANY NATURE AGAINST LENDER, ITS AFFILIATES AND PARTICIPANTS, OR THEIR RESPECTIVE SUCCESSORS, AGENTS, ATTORNEYS, OFFICERS, DIRECTORS, EMPLOYEES, AND PERSONAL AND LEGAL REPRESENTATIVES ARISING ON OR BEFORE THE DATE HEREOF OUT OF OR RELATED TO LENDER'S ACTIONS, OMISSIONS, STATEMENTS, REQUESTS OR DEMANDS IN ADMINISTERING, ENFORCING, MONITORING, COLLECTING OR ATTEMPTING TO COLLECT THE OBLIGATIONS OF BORROWER TO LENDER, WHICH OBLIGATIONS WERE EVIDENCED BY THE LOAN AGREEMENT AND THE OTHER FINANCING AGREEMENTS. View More

Definitions. Unless otherwise defined herein, all capitalized terms used herein have the meanings assigned to such terms in the Loan Agreement, as amended hereby.

Definitions. Terms used but not defined herein shall have the meaning assigned thereto in the Merger Agreement (as defined below).

Definitions. (a) The "Effective Date" shall be the first date during the "Change of Control Period" (as defined in Section 1(b)) on which a Change of Control occurs. Anything in this Agreement to the contrary notwithstanding, if the Employee's employment with the Company is terminated prior to the date on which a Change of Control occurs, and it is reasonably demonstrated that such termination (1) was at the request of a third party who has taken steps reasonably calculated to effect a Change of Control or... (2) otherwise arose in connection with or anticipation of a Change of Control, then for all purposes of this Agreement the "Effective Date" shall mean the date immediately prior to the date of such termination. (b) The "Change of Control Period" is the period commencing on the date hereof and ending on the earlier to occur of (i) the third anniversary of such date or (ii) the first day of the month next following the Employee's normal retirement date ("Normal Retirement Date") under the Huttig Building Products, Inc. Savings & Investment Plan, or any successor retirement plan (the "Retirement Plan"); provided, however, that commencing on the date one year after the date hereof, and on each annual anniversary of such date (such date and each annual anniversary thereof is hereinafter referred to as the "Renewal Date"), the Change of Control Period shall be automatically extended so as to terminate on the earlier of (x) three years from such Renewal Date or (y) the first day of the month coinciding with or next following the Employee's Normal Retirement Date, unless at least 60 days prior to the Renewal Date the Company shall give notice that the Change of Control Period shall not be so extended. View More