Definitions

Definitions. The following defined terms in the Agreement are hereby modified as follows: 2.1. "Provident Lessors" shall be modified to include Westbury Lessor, in addition to those entities already included in the definition of such term. Accordingly, Westbury Lessor shall be a "Provident Lessor" under the Agreement. A revised list of those entities that are "Provident Lessors" is attached hereto as Exhibit A. 2.2. "Brookdale Lessees" shall be modified to include Westbury Lessee, in addition to those... entities already included in the definition of such term. Accordingly, Westbury Lessee shall be a "Brookdale Lessee" under the Agreement. A revised list of those entities that are "Brookdale Lessees" is attached hereto as Exhibit B. 2.3. "Property Leases" shall be modified to include the Westbury Lease, in addition to those leases already included in the definition of such term. Accordingly, the Westbury Lease shall be a "Property Lease" under the Agreement. 2.4. "Facilities" shall be modified to include the Westbury Facility, in addition to those facilities already included in the definition of such term. Accordingly, the Westbury Facility shall be a "Facility" under the Agreement. A revised list of the Facilities is attached hereto as Exhibit C. View More

Definitions. For the purposes of this Plan, the following terms shall have the meanings stated below unless a different meaning is plainly required by the context or such term is otherwise defined herein. (a) "Affiliate" shall mean (i) any entity that, directly or through one or more intermediaries, is controlled by the Company and (ii) any entity in which the Company has a significant equity interest, as determined by the Committee. (b) "Board of Directors" shall mean the Board of... Directors of Valero. (c) "Cause" shall mean the (i) conviction of the Participant by a state or federal court of a felony involving moral turpitude, (ii) conviction of the Participant by a state or federal court of embezzlement or misappropriation of funds of the Company, (iii) the Company's (or applicable Affiliate's) reasonable determination that the Participant has committed an act of fraud, embezzlement, theft, or misappropriation of funds in connection with such Participant's duties in the course of his or her employment with the Company (or applicable Affiliate), (iv) the Company's (or its applicable Affiliate's) reasonable determination that the Participant has engaged in gross mismanagement, negligence or misconduct which causes or could potentially cause material loss, damage or injury to the Company, any of its Affiliates or their respective employees, or (v) the Company's (or applicable Affiliate's) reasonable determination that (a) the Participant has violated any policy of the Company (or applicable Affiliate), including but not limited to, policies regarding sexual harassment, insider trading, confidentiality, substance abuse and/or conflicts of interest, which violation could result in the termination of the Participant's employment, or (b) the Participant has failed to satisfactorily perform the material duties of Participant's position with the Company or any of its Affiliates. (d) "Change of Control" shall have the meaning specified in Paragraph 4.12. (e) "Committee" shall mean the persons administering this Plan from time to time pursuant to Paragraph 6.1. (f) "Common Stock" shall mean the common stock, par value $0.01 per share, of Valero. (g) "Company" shall mean Valero and its subsidiaries, and any successor or successors to such entities. (h) "Distribution Agreement" shall mean the Agreement and Plan of Distribution, entered into between VEC and Valero, in connection with the transactions contemplated by the Merger Agreement. "Distribution" and "Time of Distribution" shall have the meanings specified in the Distribution Agreement. (i) "EBA" shall mean the Employee Benefits Agreement, entered into between Valero and VEC, in connection with the transactions contemplated by the Merger Agreement. (j) "Employee" shall mean any person employed by the Company, including officers and directors of the Company within the meaning of Section 16(a) of the Exchange Act, but shall include a director only if also employed by the Company on a full-time basis. (k) "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended and in effect from time to time. (l) "Exercise Date" — see Paragraph 4.3. (m) "Expiration Date" — see Paragraph 3.5. (n) "Exercise Notice" — see Paragraph 4.3. (o) "Key Employee" shall mean any key Employee or prospective Employee of the Company having responsibility for planning the Company's operations, controlling or managing its business activities, or advising the management of the Company with respect to its operations and business activities. The determination of "Key Employees" for purposes of determining eligibility for participation in this Plan, and the determination of "key employees" for purposes of applying any New York Stock Exchange Rule or determining eligibility for participation in any other stock option plan of the Company, need not be consistent. (p) "Merger Agreement" shall mean the Agreement and Plan of Merger, dated as of January 31, 1997, between VEC, PG&E Corporation and PG&E Acquisition Corporation. (q) "Option" or "Options" shall mean an option or options granted pursuant to this Plan to purchase shares of Common Stock. (r) "Option Agreement" shall mean a written agreement entered into between Valero and a Participant pursuant to Paragraph 3.9. (s) "Option Price" — see Paragraph 3.5. (t) "Option Share" shall mean one share of Common Stock purchased or which may be purchased pursuant to an Option. (u) "Participant" shall mean a Key Employee who is eligible to be granted an Option under this Plan. (v) "Plan" — see Paragraph 1. (w) "Preference Share Purchase Right" shall mean one of the rights distributed pursuant to the Rights Agreement to purchase 1/100 share of the Junior Participating Preferred Stock, Series I, of Valero. (x) "Ratio" shall mean the amount obtained by dividing the average of the daily high and low trading prices per share of VEC Common Stock as reported on the NYSE Composite Tape (the "NYSE Tape") on each of the last 15 consecutive full NYSE trading days (the "Averaging Period") ending on and including the trading day preceding the Distribution Date (as defined in the Distribution Agreement) (the "Company Price") by the difference between (a) the Company Price and (b) the product of (1) the Per Share Merger Consideration (as defined in the Merger Agreement) and (2) the average of the daily high and low prices per share of Acquiror Common Stock (as defined in the Merger Agreement) as reported on the NYSE Tape during the Averaging Period. (y) "Rights Agreement" shall mean that certain Rights Agreement, dated as of June 18, 1997, between Valero and Harris Trust and Savings Bank, as Rights Agent, as amended and in effect from time to time. 2 (z) "Restricted Optionee" shall mean any person who is a "director" or "officer" of Valero within the meaning of Section 16(a) of the Exchange Act, together with any person who is the beneficial owner of more than 10 percent of any class of equity security of Valero registered under Section 12 of the Exchange Act. (aa) "SAR" or "stock appreciation right" shall mean the right, subject to the provisions of this Plan, to receive a payment in cash equal to the difference between the specified Strike Price of the SAR and the price of one share of the Common Stock at the time specified in Paragraph 4.2. (bb) "SEC" shall mean the Securities and Exchange Commission. (cc) "Settlement Date" — see Paragraph 4.3. (dd) "Strike Price" shall mean the price per share of the Common Stock, determined pursuant to Paragraph 3.7, from which the appreciation (if any) with respect to an SAR shall be calculated. (ee) "Tax Payment" — see Paragraph 4.3. (ff) "Time of Distribution" — see "Distribution Agreement." (gg) "Valero" shall mean Valero Energy Corporation, a Delaware corporation formerly known as Valero Refining and Marketing Company, incorporated in 1981 under the name Saber Energy, Inc. (hh) "VEC" shall mean PG&E Gas Transmission, Texas Corporation, a Delaware corporation formerly known as Valero Energy Corporation, incorporated in 1955 under the name Coastal States Oil and Gas Company. (ii) "VEC Common Stock" shall mean the Common Stock, $1.00 par value, of VEC. (jj) "VEC Option Plans" shall mean the following stock option plans previously adopted by VEC: the VEC Stock Option Plan No. 3, the VEC Stock Option Plan No. 4, and the VEC Stock Option Plan No. 5. (kk) "VRM Participant" shall have the same meaning as given in the EBA. View More

Definitions. (a) Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed to such terms in the Credit Agreement, and the following terms which are defined in the Uniform Commercial Code from time to time in effect in the State of New York (the "UCC") are used herein as so defined: Accessions, Accounts, As-Extracted Collateral, Certificate of Title, Chattel Paper, Commercial Tort Claims, Commodities Intermediary, Consumer Goods, Control, Deposit Accounts, Documents,... Equipment, Farm Products, Fixtures, General Intangibles, Goods, Instruments, Inventory, Investment Property, Letter-of-Credit Rights, Manufactured Homes, Proceeds, Commodities Intermediary, Securities Intermediary, Software, Supporting Obligations and Tangible Chattel Paper. For purposes of this Security Agreement, the term "Lender" shall include any Affiliate of a Lender that has provided a Bank Product to a Borrower or any Subsidiary of a Borrower. (b) In addition, the following terms shall have the following meanings: "Cash Dominion Period" means the period beginning on a Cash Dominion Trigger Event, and, in each case, continuing until the termination of the Credit Agreement and the repayment in full of all Obligations. "Cash Dominion Trigger Event" means the occurrence of any one or more the following events: (a) the date on which a Default or an Event of Default shall have occurred (beyond the expiration of the applicable grace or cure period) and (b) the date of determination on which, as of the end of any consecutive thirty (30) day period, Thirty Day Average Excess Availability is determined to be less than $25,000,000. "Copyright Licenses" means any written agreement, naming any Obligor as licensor, granting any right under any Copyright including, without limitation, any thereof referred to in Schedule 1(b) hereto. "Copyrights" means (a) all United States copyrights in all Works, now existing or hereafter created or acquired, whether registered or unregistered, all registrations and recordings thereof, and all applications in connection therewith, including, without limitation, registrations, recordings and applications in the United States Copyright Office including, without limitation, any thereof referred to in Schedule 1(b) hereto, and (b) all renewals thereof including, without limitation, any thereof referred to in Schedule 1(b) hereto. "Excluded Assets" means the following: (i) any property or assets owned by any Subsidiary of the Parent which is not an Obligor; (ii) any rights or interest of any Obligor in, to or under any agreement, contract, license, instrument, document or other general intangible (referred to solely for purposes of this definition as a "Contract") (i) to the extent that such Contract by the express terms of a valid and enforceable restriction in favor of a Person who is not an Obligor, or any requirement of law, prohibits, or requires 2 any consent or establishes any other condition for, an assignment thereof or a grant of a security interest therein by an Obligor and (ii) which, if in existence or the subject of rights in favor of any Obligor as of the Closing Date and with respect to which a contravention or other violation caused or arising by its inclusion as Collateral has occurred, is listed and designated as such on a schedule to any such party's perfection certificate required by the Loan Documents or individually or collectively is not material to the conduct of the business of the Parent or such Obligor; provided that: (x) rights to payment under any such Contract otherwise excluded from the Collateral by virtue of this definition shall be included in the Collateral to the extent permitted thereby or by Section 9-406 or Section 9-408 of the Uniform Commercial Code and (y) all proceeds paid or payable to any Obligor from any sale, transfer or assignment of such Contract and all rights to receive such proceeds shall be included in the Collateral; provided further that, any such Contract of such Obligor shall automatically cease to be included in this definition of "Excluded Assets" at such time as (I) the prohibition of assignment or of the creation of a lien and security interest in such property or asset is no longer in effect or is rendered ineffective as a matter of law, (II) the relevant Obligor has obtained the consent of the other parties to such agreement to the assignment of, or creation of a lien and security interest in, such property, or (III) the breach, default, event of default or any other conditions otherwise giving rise to the inclusion of such property in this definition of "Excluded Assets" under this clause (ii) shall cease to exist; (iii) any Equipment of any Obligor which is subject to, or secured by, a Capital Lease or purchase money secured Debt if and to the extent that (x) the express terms of a valid and enforceable restriction in favor of a Person who is not an Obligor contained in the agreements or documents granting or governing such Capital Lease or purchase money secured Debt prohibits, or requires any consent or establishes any other conditions for, an assignment thereof, or a grant of a security interest therein, by an Obligor and (y) such restriction relates only to the asset or assets acquired by an Obligor with the proceeds of such Capital Lease or purchase money secured Debt and attachments thereto or substitutions therefor; provided that all proceeds paid or payable to any Obligor from any sale, transfer or assignment or other voluntary or involuntary disposition of such equipment and all rights to receive such proceeds shall be included in the Collateral to the extent not otherwise required to be paid to the holder of the Capital Lease obligation or purchase money secured Debt secured by such equipment; provided further that any such Equipment of such Obligor shall automatically cease to be included in this definition of "Excluded Assets" at such time as (I) the prohibition of assignment or of the creation of a lien and security interest in such property or asset is no longer in effect or is rendered ineffective as a matter of law, (II) the relevant Obligor has obtained the consent of the other parties to such agreement to the assignment of, or creation of a lien and security interest in, such property, or (III) the breach, default, event of default or any other conditions otherwise giving rise to the inclusion of such property in this definition of "Excluded Assets" under this clause (iii) shall cease to exist; 3 (iv) any Capital Stock that is issued by any Person not organized under the laws of the United States or any state of the United States or the District of Columbia and owned by any Obligor, if and to the extent that the inclusion of such Capital Stock in the Collateral would cause the Collateral pledged by such Obligor, as the case may be, to include in the aggregate more than 65% of the total combined voting power of all classes of Capital Stock of such Person; (v) any Capital Stock and other securities (referred to herein as "Excluded Securities") of a Subsidiary of the Parent to the extent that the pledge of such Capital Stock or other securities results in the Parent being required to file separate financial statements of such Subsidiary with the SEC, but only to the extent necessary to not be subject to such requirement. In addition, in the event that Rule 3-16 or Rule 3-10 of Regulation S-X under the Securities Act is amended, modified or interpreted by the SEC to require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other governmental or other regulatory agency or stock exchange) of separate financial statements of any Subsidiary of the Parent due to the fact that such Subsidiary's Capital Stock or other securities secure the Secured Obligations, then the Capital Stock and other securities of such Subsidiary shall automatically be deemed not to be part of the Collateral but only to the extent necessary to not be subject to such requirement. In such event, the Loan Documents may be amended or modified, without the consent of the Agent or the Lenders, as applicable, to the extent necessary to release the security interests in favor of the Agent on the shares of Capital Stock or other securities that are so deemed to no longer constitute part of the Collateral. In the event that Rule 3-16 and Rule 3-10 of Regulation S-X under the Securities Act are amended, modified or interpreted by the SEC to permit (or are replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) such Subsidiary's Capital Stock or other securities to secure the notes in excess of the amount then pledged without the filing with the SEC (or any other governmental or other regulatory agency or stock exchange) of separate financial statements of such Subsidiary, then the Capital Stock or other securities of such Subsidiary shall automatically be deemed to be a part of the Collateral but only to the extent permissible such that such Subsidiary would not be subject to any such financial statement requirement; and (vi) proceeds and products from any and all of the foregoing excluded collateral described in clauses (i) through (v), unless such proceeds or products would otherwise constitute Collateral. "Intellectual Property" means all Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks, Trademark Licenses and all other intellectual property of the Obligors. "Patent License" means all agreements, whether written or oral, providing for the grant by or to an Obligor of any right to manufacture, use or sell any invention covered by a Patent, including, without limitation, any thereof referred to in Schedule 1(b) hereto. 4 "Patents" means (a) all letters patent of the United States or any other country and all reissues and extensions thereof and all goodwill associated therewith, including, without limitation, any thereof referred to in Schedule 1(b) hereto, (b) all applications for letters patent of the United States or any other country and all divisions, continuations and continuations-in-part thereof, including, without limitation, any thereof referred to in Schedule 1(b) hereto, and (c) all rights to obtain any reissues or extensions of the foregoing. "Secured Obligations" means (a) all Obligations, howsoever evidenced, created, incurred or acquired, whether primary, secondary, direct or indirect, absolute or contingent, or joint and several and (b) all expenses and charges, legal and otherwise, incurred by the Agent and/or the Lenders in collecting or enforcing any Obligations or in realizing on or protecting any security therefor, including without limitation the security afforded hereunder. "Trademark License" means any agreement, written or oral, providing for the grant by or to an Obligor of any right to use any Trademark, including, without limitation, any thereof referred to in Schedule 1(b) hereto. "Trademarks" means (a) all trademarks, trade names, corporate names, company names, business names, fictitious business names, trade styles, service marks, logos and other source or business identifiers, and the goodwill associated therewith, now existing or hereafter adopted or acquired, all registrations and recordings thereof, and all applications in connection therewith, whether in the United States Patent and Trademark Office or in any similar office or agency of the United States, any State thereof or any other country or any political subdivision thereof, or otherwise, including, without limitation, any thereof referred to in Schedule 1(b) hereto, and (b) all renewals thereof. "Work" means any work which is subject to copyright protection pursuant to Title 17 of the United States Code. View More

Definitions. The following Terms and Conditions shall be used for purposes of administering Options, Performance Units and Stock Units granted to Employees under the Plan. The Committee has discretion to modify or deviate from the Terms and Conditions at any time. The defined terms shall have the meanings given those terms in the Plan or in these Terms and Conditions, if not defined in the Plan.

Definitions. 1. Definitions 8 2. Options 9 3. Award of Stock Units 10 4. Events Requiring Redemption of Stock Units 11 5. Company Policies 12

Definitions. Capitalized terms used but not specifically defined herein have the respective meanings ascribed thereto in the Purchase Agreement. As used in this Agreement, the following capitalized terms shall have the following meanings: "Agreement": This Registration Rights Agreement. "Broker-Dealer": Any broker or dealer registered under the Exchange Act. "Business Day": A day other than a Saturday, a Sunday or a day on which banking institutions in The City of New York or Wilmington, Delaware... are authorized or required by law, regulation or executive order to close. "Closing Time": As defined in the Purchase Agreement. "Commission": Securities and Exchange Commission. "Common Stock": The Common Stock, $0.01 par value, of the Company, and if such Common Stock has been converted into or exchanged for other securities, any such securities into or for which the Common Stock has been so converted or exchanged, and any security issued with respect thereto upon any stock dividend, split or similar event. "Company": As defined in the preamble hereto. "Damages Payment Date": Each March 20, June 20, September 20 and December 20. "Debentures": As defined in the preamble hereto. "Effectiveness Period": As defined in Section 2(a)(iii) hereof. 2 "Effectiveness Target Date": As defined in Section 2(a)(ii) hereof. "Exchange Act": Securities Exchange Act of 1934, as amended. "Holder": As defined in the preamble hereto. "Holder Questionnaire": As defined in Section 2(b) hereof. "Indenture": The senior indenture, dated as of the date hereof, among the Company, Wilmington Trust Company, as trustee, and U.S. Bank Trust National Association as authenticating agent, pursuant to which the Debentures are being issued. "Initial Filing Deadline": As defined in Section 2(a)(i) hereof. "Initial Purchaser": As defined in the preamble hereto. "Liquidated Damages": As defined in Section 3(a) hereof. "New Shelf Registration Statement": As defined in Section 2(a)(i) hereof. "Majority of Holders": Holders holding over 50% of the aggregate Applicable Amount of Registrable Securities outstanding. "NASD": National Association of Securities Dealers, Inc. "Person": An individual, partnership, corporation, unincorporated organization, trust, joint venture or a government or agency or political subdivision thereof. "Purchase Agreement": As defined in the preamble hereto. "Prospectus": The prospectus included in a Shelf Registration Statement, as amended or supplemented by any prospectus supplement and by all other amendments thereto, including any WKSI Prospectus Supplement and any post-effective amendments, and all material incorporated by reference into such Prospectus. "Record Holder": With respect to any Damages Payment Date relating to any Securities, each Person who is a Holder at the close of business on the first day of the month (whether or not a Business Day) in which the relevant Damages Payment Date occurs. "Registrable Securities": The Securities, until such securities have been converted or exchanged and, at all times subsequent to any such conversion or exchange, any securities into or for which such securities have been converted or exchanged, and any security issued with respect thereto upon any stock dividend, split, merger or similar event until, in the case of any such security, the earliest of (i) its effective registration under the Securities Act and resale in accordance with the Shelf Registration Statement covering it, (ii) expiration of the holding period that would be applicable thereto under 3 Rule 144(k) were it not held by an Affiliate of the Company, (iii) its sale to the public pursuant to Rule 144 or (iv) the expiration of the Effectiveness Period. "Registration Default": As defined in Section 3(a) hereof. "Rules": As defined in Section 4(b)(xx) hereof. "Securities": Collectively means the Debentures and the Underlying Common Stock. "Securities Act": Securities Act of 1933, as amended. "Shelf Registration Statement": The applicable shelf registration statement of the Company, as amended and supplemented, which provides for resales by Holders of Registrable Securities, whether a WKSI Shelf Registration Statement or a New Shelf Registration Statement. "Suspension Notice": As defined in Section 4(c) hereof. "Suspension Period": As defined in Section 4(b)(i) hereof. "TIA": Trust Indenture Act of 1939, as in effect on the date the Indenture is qualified under the TIA. "Trustee": Shall mean the trustee with respect to the Securities under the Indenture. "Underlying Common Stock": The Common Stock issuable upon conversion of the Debentures. "Underwritten Registration" or "Underwritten Offering": A registration in which securities of the Company are sold to an underwriter for reoffering to the public. "WKSI Prospectus Supplement": As defined in Section 2(a)(i) hereof. "WKSI Shelf Registration Statement": Shall mean an automatically effective registration statement, as amended, for an offering of the Company's securities to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act filed by the Company with the Commission, which shall be effective on date the Company files, or causes to be filed, any WKSI Prospectus Supplement, and which shall be, unless the Company provides written notice to the Trustee of the effectiveness another automatically effective registration statement for purposes of this Agreement, Registration Statement No. 333- 132297 (filed on March 9, 2006), as amended, to the extent such registration statement remains effective. View More

Definitions. For purposes of this Agreement: "EBITDA" means the Company's consolidated net income, computed in accordance with generally accepted accounting principles but excluding any gains or losses from building and other significant asset sales, if any, plus, without duplication and to the extent reflected as a charge or expense in the calculation of net income, the sum of (i) income tax expense, (ii) interest expense and amortization of debt issuance costs, (iii) depreciation and amortization... expense, (iv) stock-based compensation expense, including compensation expense attributable to this Agreement and the Company's other performance-based Stock Units, (v) goodwill impairment, (vi) asset write downs, (vii) plant closure and related layoff costs, (viii) acquisition costs, (ix) amortization of intangibles, and (x) loss on extinguishment of debt. "Proper Assumption" means an assumption or substitution of awards as such relate to (i) the Company's stock, (ii) common stock for which the Company's stock is exchanged at the exchange ratio or for cash consideration provided for the Company's stock upon the Change in Control or (iii) common stock of a successor or acquirer entity, for which there is a generally recognized U.S. public market, and the awards remain subject to such terms and conditions that are no less favorable to the employee than such terms and conditions that were applicable to the awards prior to the Change in Control. "Retirement" means (i) any voluntary termination of Continuous Service by the Recipient at age 62 or older, provided that the Recipient has at least five (5) years of Continuous Service prior to such termination, or (ii) any termination of the Recipient's Continuous Service by the Company, without Cause, provided that the Recipient is age 62 or older and has at least five (5) years of Continuous Service prior to such termination. "TSR Peer Group" consists of the companies listed on the attached Annex B. View More

Definitions. (a) "Annual Base Salary" shall have the meaning set forth in Section 4(a). (b) "Board" shall mean the Board of Directors of the Company. (c) "Cause" shall mean either of the following: (i) the repeated failure by the Executive, after written notice from the Board, substantially to perform his material duties and responsibilities as an officer or employee or director of the Company or any of its subsidiaries (other than any such failure resulting from incapacity due to reasonably documented... physical or mental illness), or (ii) any willful misconduct by the Executive that has the effect of materially injuring the business of the Company or any of its subsidiaries, including, without limitation, the disclosure of material secret or confidential information of the Company or any of its subsidiaries. (d) "COBRA" shall mean the Consolidated Omnibus Budget Reconciliation Act of 1985, as may be amended from time to time. (e) "Code" shall mean the Internal Revenue Code of 1986, as amended. Reference to a Section of the Code includes all rulings, regulations, notices, announcements, decisions, orders and other pronouncements that are issued by the United States Department of the Treasury, the Internal Revenue Service, or any court of competent jurisdiction that are lawful and pertinent to the interpretation, application or effectiveness of such Section. (f) "Common Stock" shall mean the common stock of the Company, $0.01 par value per share. (g) "Company" shall have the meaning set forth in the preamble hereto. (h) "Compensation Committee" shall mean the Compensation Committee of the Board whose members shall be appointed by the Board from time to time. (i) "Date of Termination" shall mean (i) if the Executive's employment is terminated by reason of his death, the date of his death, and (ii) if the Executive's employment is terminated pursuant to Sections 5(a)(ii) - (vi), the date specified in the Notice of Termination. (j) "Disability" shall mean the Executive's absence from employment with the Company due to: (i) his inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months; or (ii) such medically determinable physical or mental impairment, which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, and for which the Executive is receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering the Company's employees. (k) "Effective Date" shall mean the date of this Agreement. (l) "Equity Compensation Agreements" shall mean any written agreements between the Company and the Executive pursuant to which the Executive holds or is granted options to purchase Common Stock, including, without limitation, agreements evidencing options granted under any option plan adopted or maintained by the Company for employees generally, and any management deferred compensation or similar plans of the Company. (m) "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended. (n) "Executive" shall have the meaning set forth in the preamble hereto. (o) "Good Reason" shall mean the occurrence of any of the following: (i) a material diminution in the Executive's title, duties or responsibilities, without his prior written consent, or (ii) a reduction of the Executive's aggregate cash compensation (including bonus opportunities), benefits or perquisites, without his prior written consent, (iii) the Company requires the Executive, without his prior written consent, to be based at any office or location that requires a relocation greater than 30 miles from Cleveland, Ohio, or (iv) any material breach of this Agreement by the Company. (p) "Notice of Termination" shall have the a meaning set forth in Section 5(b). (q) "Payment Period" shall have the meaning set forth in Section 6(b)(i). (r) "Specified Employee" shall have the meaning set forth in Code Section 409A (s) "Term" shall have the meaning set forth in Section 2. View More

Definitions. The following definitions are added to Section 1.01 of the Credit Agreement in the appropriate alphabetical order to read as follows:

Definitions. All capitalized terms used but not defined herein shall have the meaning assigned to such terms in the HP U.S. Business Development Partner Agreement Definitions Addendum.