Definitions

Definitions. The Buyer, the Seller, and Medallion are referred to collectively herein as the "Parties."

Definitions. All initially capitalized terms used but not defined in this Amendment shall have meanings ascribed to such terms in the Repurchase Agreement.

Definitions. Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings set forth in the Plan. Certain other terms used herein have definitions given to them in the first place in which they are used. In addition, the following terms shall have the meanings set forth in this Section 16.

Definitions. In this Agreement - (a) The term the "Act" means the Investment Company Act of 1940 as amended from time to time; (b) The term "account" means the shares of the Company registered on the books of the Company in the name of a shareholder under a particular account registration number and includes shares subject to instructions by the shareholder with respect to periodic redemptions and/or reinvestment in additional shares of any dividends payable on said shares; (c) The term "affiliate" of a... person shall mean a person controlling, controlled by, or under common control with that person; (d) The term "Class" shall mean each separate sub-class of a class of shares of the Company, as may now or in the future exist; (e) The term "Fund" shall mean each separate class of shares of the Company, as may now or in the future exist; (f) The term "officers' instruction" means an instruction given on behalf of the Company to the Agent and signed on behalf of the Company by any one or more persons authorized to do so by the Company's Board of Directors; (g) The term "prospectus" means the prospectus and Statement of Additional Information of the applicable Fund or Class from time to time in effect; (h) The term "shares" means shares including fractional shares of capital stock of the Company, whether or not such shares are evidenced by an outstanding stock certificate issued by the Company; (i) The term "shareholder" shall mean the owner of record of shares of the Company; (j) The term "stock certificate" means a certificate representing shares in the form then currently in use by the Company. View More

Definitions. Capitalized terms used herein shall have the meanings assigned in Annex A hereto, and if not otherwise defined therein shall have the meanings assigned in the Second Lien Credit Agreement.

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