Definitions. The following terms shall have the meanings as defined below. Capitalized terms used herein and not defined shall have the meanings attributed to them in the Plan.
Definitions. The person or persons designated as the recipient of a deceased Participant's benefits under the Program. 2.2 Board. The Board of Directors of the Company. 2.3 Committee. The Compensation Committee of the Board or, except as to Section 16 Officers, the Management Committee or any person to whom the administrative authority has been delegated by the Committee. 2.4 Company. Leggett & Platt, Incorporated. 2.5 Compensation. The sum of a Participant's salary earned in a Plan Year plus the... Participant's bonus earned in that same Plan Year, without reduction for any deferral elections made by the Participant under the Company's deferred compensation program. 2.6 Deferral Percentage. The lesser of (a) 6% or (b) the deferral percentage chosen by the Participant for the Retirement K, without regard to any limitations imposed by the Internal Revenue Code and/or ERISA. 2.7 ERISA. The Employee Retirement Income Security Act of 1974, as amended. 2.8 Excess Payment. The cash payment made to a Participant pursuant to Section 4. 2.9 Management Committee. A committee selected by the Board that is authorized to act on behalf of the Committee under the Program, except with respect to Section 16 Officers. 2.10 Match Rate. The Company's age-weighted match rate assigned to each Participant under the Retirement K and based upon the Participant's age as of December 31, 2006. The match rates are 20% for Participants below age 35, 40% for Participants age 35 to 44, 60% for Participants age 45 to 54, and 80% for Participants age 55 and over. 2.11 Participant. An employee who makes deferrals into the Retirement K. 2.12 Plan Year. Any calendar year beginning on or after January 1, 2007, in which the Company maintains the Retirement K. 2.13 Retirement K. The enhanced 401(k) program implemented by the Company in 2007 for the benefit of active participants in the Company's defined benefit Retirement Plan as of December 31, 2006, the date the Retirement Plan was frozen. 2.14 Retirement K Match Amount. The amount contributed by the Company to the Participant's Retirement K account for the Plan Year. 2.15 Section 16 Officers. All officers of the Company subject to the requirements of Section 16 of the Securities Exchange Act of 1934.View More
Definitions. A separate book account established by the Company to track Stock Units for each Participant. 2.2 Additional Matching Contribution. The Company's additional contribution of amounts to a Participant's Account made pursuant to Section 4.5. 2.3 Beneficiary. The person or persons designated as the recipient of a deceased Participant's benefits under the Program. 2.4 Board. The Board of Directors of the Company. 2.5 Calendar Year. Any calendar year beginning on or after January 1, 2005. 2.6 Change... in Control. "Change in Control" shall be defined as any event qualifying for a distribution of deferred compensation under Section 409A(a)(2)(A)(v) of the Internal Revenue Code. 2.7 Committee. The Compensation Committee of the Board or, except as to Section 16 Officers, the Management Committee or any person to whom the administrative authority has been delegated by the Committee. 2.8 Common Stock. The Company's $.01 par value common stock. 2.9 Company. Leggett & Platt, Incorporated. 2.10 Compensation. Salary, bonuses, and all other forms of cash compensation, to the extent designated by the Committee, earned and vested in any Calendar Year. In the case of a sales representative whose regular paycheck includes funds for travel and expenses, Compensation means 75% of the total. Compensation will also include remuneration which would have been received in cash but for the Participant's election to defer such remuneration or to receive a stock option in lieu of such remuneration in accordance with any deferred compensation program of the Company. Any amounts considered as Compensation by virtue of the preceding sentence will be counted as Compensation only once, even if the benefits derived from such compensation are includible in the Participant's taxable income in a subsequent year. 1 2.11 Contributions. The amounts contributed to a Participant's Account, which include Participant Contributions, Matching Contributions, Additional Matching Contributions and Dividend Contributions. 2.12 Disability. A Participant is considered disabled if the Participant (i) is unable 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 12 months, or (ii) is, 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 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Participant's employer. 2.13 Dividend Contribution. The Company's contribution of dividend amounts to a Participant's Account made pursuant to Section 4.6. 2.14 Election. A Participant's election to contribute Compensation, which sets forth the percentage of Compensation to be contributed, the method of distribution of stock units and such other items as the Committee may require. 2.15 Employer. The Company or any directly or indirectly majority-owned subsidiary, partnership or limited liability company of the Company. 2.16 ERISA. The Employee Retirement Income Security Act of 1974, as amended. 2.17 Fair Market Value. The closing price of Common Stock on a given date as reported on the New York Stock Exchange composite tape or, in the absence of sales on a given date, the closing price (as so reported) on the New York Stock Exchange on the last day on which a sale occurred prior to such date. 2.18 FICA. Federal Income Contributions Act, as amended. 2.19 Key Employee. A management and/or highly compensated employee of the Employer. 2.20 Management Committee. A committee selected by the Board that is authorized to act on behalf of the Committee under the Program, except with respect to Section 16 Officers. 2.21 Matching Contribution. The Company's contribution of amounts to a Participant's Account equal to 50% of a Participant's Contribution made pursuant to Section 4.4. 2.22 Participant. A Key Employee selected to participate in the Program who has delivered a signed Election to the Company. 2.23 Participant's Contribution. The Participant's contribution of Compensation which is used to acquire Stock Units pursuant to Section 4.3. 2.24 Section 16 Officers. All officers of the Company subject to the requirements of Section 16 of the Securities Exchange Act of 1934. 2 2.25 Section 409A. Section 409A of the Internal Revenue Code, including all regulations and other guidance of general applicability issued thereunder. 2.26 Separation from Service. "Separation from Service" shall mean a termination of employment or other event as defined under Section 409A. 2.27 Specified Employee. Any Participant meeting the definition of "specified employee" under Section 409A(a)(2)(B)(i). 2.28 Stock Unit. A unit of account deemed to equal a single share (or fractional share) of Common Stock. 2.29 Unforeseeable Emergency. A severe financial hardship to the Participant resulting from an illness or accident of the Participant, the Participant's spouse, or a dependent of the Participant, loss of the Participant's property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. 2.30 Year of Service. Any calendar year in which the Participant completes 1,000 hours of service. An hour of service means any hour for which the Employer pays the Participant, including hours paid for vacation, illness or disability. If the Participant was employed by a company or division acquired by the Company, the Participant's service will include hours of service with the acquired company for purposes of eligibility. 2.31 Year of Vesting Service. Any Year of Service except any year when the Participant is or was eligible to make contributions to this Program or the Stock Bonus Plan but declined to make such contributions.View More
Definitions. A separate book account established by the Company or its third party agent to track Stock Units and Diversified Investments for each Participant.
Definitions. Section 1.01 of the Credit Agreement shall be amended by amending the following definitions (to the extent already included in said Section 1.01) and adding the following definitions in the appropriate alphabetical location (to the extent not already included in said Section 1.01): "Amendment No. 1 Effective Date" means the date upon which the conditions precedent set forth in Section 4 of Amendment No. 1 hereto shall have been satisfied or waived. "Incremental Loan Commitment" means,... with respect to each Lender, the amount of the offer of such Lender to make Incremental Loans of any Series that is accepted by the Company in accordance with the provisions of Section 2.01(c), as such amount may be (a) reduced from time to time pursuant to Sections 2.07 and 2.09 and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 10.04. The aggregate amount of the Incremental Loan Commitments of all Series shall not exceed $500,000,000 (excluding Incremental Loan Commitments made Amendment No.1 under the Series A Incremental Loan Agreement and the Series B Incremental Loan Agreement in an aggregate amount up to but not exceeding $187,500,000).View More
Definitions. All capitalized terms that are used but not defined herein shall have the respective meanings ascribed to them in the Merger Agreement. For all purposes of and under this Agreement, the following terms shall have the following respective meanings: (a) "Expiration Date" shall mean the earliest to occur of (i) such date and time as the Merger Agreement shall have been validly terminated pursuant to Section 7 thereof, (ii) such date and time as the Merger shall become effective in accordance with... the terms and provisions of the Merger Agreement, (iii) such date and time as the Merger Agreement shall have been validly amended to provide for a decrease in the Merger Consideration and (iv) such date and time as (x) the Company Board Recommendation or the Parent Board Recommendation shall have been withdrawn, modified, qualified or amended, in each case in accordance with the provisions of Section 5.3 or Section 5.4, as applicable, of the Merger Agreement, or (y) Parent or the Company, as the case may be, shall have recommended a Parent Acquisition Proposal or Company Acquisition Proposal, as applicable, with respect to such party, in each case in accordance with the provisions of Section 5.3 or Section 5.4, as applicable, of the Merger Agreement. 1 (b) "Person" shall mean any individual, corporation, limited liability company, general or limited partnership, trust, unincorporated association or other entity of any kind or nature, or any governmental authority. (c) "Shares" shall mean (i) all equity securities of the Company (including all Company Shares and shares of Company Preferred Stock, all Company Stock Options, all Company RSUs, all Company PSUs and all other rights to acquire Company Shares) owned by the Shareholder as of the date hereof, and (ii) all additional equity securities of the Company (including all Company Shares and shares of Company Preferred Stock, all Company Stock Options, all Company RSUs, all Company PSUs and all other rights to acquire Company Shares) of which the Shareholder acquires ownership during the period from the date of this Agreement through the Expiration Date (including by way of stock dividend or distribution, split-up, recapitalization, combination, exchange of shares and the like). (d) "Transfer" A Person shall be deemed to have effected a "Transfer" of a Share if such Person directly or indirectly (i) sells, pledges, encumbers, assigns, grants an option with respect to, transfers, tenders or disposes of such Share or any interest in such Share, or (ii) enters into an agreement or commitment providing for the sale of, pledge of, encumbrance of, assignment of, grant of an option with respect to, transfer, tender of or disposition of such Share or any interest therein.View More
Definitions. As used in this Agreement, the following terms shall have the following meanings: Additional Guarantor: Any subsidiary of Parent that executes a Guarantee under the Indenture after the date of this Agreement. Additional Interest: See Section 4(a) hereof. Advice: See the last paragraph of Section 5 hereof. Agreement: See the introductory paragraphs hereto. Applicable Period: See Section 2(b) hereof. Business Day: Shall have the meaning ascribed to such term in Rule 14d-1 under the Exchange Act.... Company: See the introductory paragraphs hereto. Effectiveness Deadline: See Section 4(a) hereof. Effectiveness Period: See Section 3(b) hereof. Exchange Act: The Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder. Exchange Notes: See Section 2(a) hereof. Exchange Offer: See Section 2(a) hereof. Exchange Offer Registration Statement: See Section 2(a) hereof. FINRA: See Section 5(r) hereof. Guarantees: The guarantees of the Notes and the guarantees of the Exchange Notes by the Guarantors under the Indenture. Guarantor: The Initial Guarantors, any Additional Guarantors and any Guarantor's successor that Guarantees the Notes. Any Guarantor released from its obligations pursuant to Section 11.05 of the Indenture shall simultaneously be released from obligations hereunder, and shall not thereafter be a Guarantor under this Agreement. Holder: Any holder of a Registrable Security or Registrable Securities. Indenture: See the introductory paragraphs hereto. Information: See Section 5(n) hereof. Initial Guarantors: See the introductory paragraphs and Schedule A hereto. Initial Purchasers: See the introductory paragraphs and Schedule B hereto. Initial Shelf Registration: See Section 3(a) hereof. Inspectors: See Section 5(n) hereof. Issue Date: December 21, 2010, the date of original issuance of the Notes. Notes: See the introductory paragraphs hereto. Parent: Shall mean Swift Transportation Company, a Delaware corporation. Participant: See Section 7(a) hereof. Participating Broker-Dealer: See Section 2(b) hereof. Person: An individual, trustee, corporation, partnership, limited liability company, joint stock company, trust, unincorporated association, union, business association, firm or other legal entity. 2 Prospectus: The prospectus included in any Registration Statement (including, without limitation, any prospectus subject to completion and a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rules 430A or 430C under the Securities Act), as amended or supplemented by any prospectus supplement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus. Purchase Agreement: See the introductory paragraphs hereof. Records: See Section 5(n) hereof. Registrable Securities: Each Note upon its original issuance and at all times subsequent thereto and each Exchange Note as to which Section 2(c)(ii) hereof is applicable upon original issuance and at all times subsequent thereto and, in each case, any related guarantees, until, in each case, the earliest to occur of (i) a Registration Statement covering such Note or Exchange Note (and any related guarantees) has been declared effective by the SEC and such Note or Exchange Note (and any related guarantees), as the case may be, has been sold and disposed of in accordance with such effective Registration Statement, (ii) such Note has been exchanged pursuant to the Exchange Offer for an Exchange Note or Exchange Notes that may be resold without restriction under state and federal securities laws, (iii) such Note or Exchange Note (and any related guarantees), as the case may be, ceases to be outstanding for purposes of the Indenture or (iv) such Note is eligible to be sold pursuant to Rule 144 by a Person that is not an "affiliate" (as defined in Rule 405) of the Company or any of the Guarantors. Registration Default: See Section 4(a) hereof. Registration Statement: Any registration statement of the Company and the Guarantors that covers any of the Notes or the Exchange Notes (and any related guarantees) filed with the SEC under the Securities Act, including, in each case, the Prospectus, amendments and supplements to such registration statement, including post-effective amendments, all exhibits, and all material incorporated by reference or deemed to be incorporated by reference in such registration statement. Rule 144: Rule 144 under the Securities Act. Rule 144A: Rule 144A under the Securities Act. Rule 405: Rule 405 under the Securities Act. Rule 415: Rule 415 under the Securities Act. Rule 424: Rule 424 under the Securities Act. SEC: The U.S. Securities and Exchange Commission. Securities Act: The Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder. 3 Shelf Notice: See Section 2(c) hereof. Shelf Registration: See Section 3(b) hereof. Shelf Registration Statement: Any Registration Statement relating to a Shelf Registration. Shelf Suspension Period: See Section 3(a) hereof. Subsequent Shelf Registration: See Section 3(b) hereof. TIA: The Trust Indenture Act of 1939, as amended. Trustee: The trustee under the Indenture and the trustee under any indenture (if different) governing the Exchange Notes (and any related guarantees). Underwritten registration or underwritten offering: A registration in which securities of the Company and the Guarantors are sold to an underwriter for reoffering to the public. Except as otherwise specifically provided, all references in this Agreement to acts, laws, statutes, rules, regulations, releases, forms, no-action letters and other regulatory requirements (collectively, "Regulatory Requirements") shall be deemed to refer also to any amendments thereto and all subsequent Regulatory Requirements adopted as a replacement thereto having substantially the same effect therewith; provided that Rule 144 shall not be deemed to amend or replace Rule 144A.View More
Definitions. 2.2 "Active Participant" means an Eligible Employee who enrolls in the Plan in accordance with the provisions of Section 7.1 herein and who is currently making payroll deductions for the purchase of Stock. 2.3 "Board" means the Board of Directors of the Company. 2.4 "Closing Price" on a particular date means the closing price of a share of Stock on the New York Stock Exchange composite tape on such date, or if no such prices are reported on that date, on the preceding day on which such prices... of the Stock are so reported. 2.5 "Code" means the Internal Revenue Code of 1986, as amended. 2.6 "Company" means Kinder Morgan, Inc., a Delaware corporation, and its successors. 2.7 "Date of Purchase" means, for purposes of the Direct Purchase Plan, the last trading day of the Purchase Period, on which date Stock for such Purchase Period shall be purchased. 2.8 "Direct Purchase Plan" means the sub-plan of this Plan as described in Section 8. 2.9 "Eligible Employee" means any Employee, provided, however, that the following shall not be an "Eligible Employee" for purposes of this Plan: (a) an individual whose customary employment is for less than thirty (30) hours per week; (b) any individual who is subject to a collective bargaining agreement unless such agreement specifically provides for participation in this Plan; (c) an individual whom the Company excludes from participation in the Plan for purposes of applicable securities laws; and (d) an individual included in a group of employees specifically identified by the Board and excluded from participation in the Plan. 2.10 "Employee" means an individual regularly employed by the Company or one of its Subsidiaries designated from time to time by the Board, provided, however, that any individual who is not on the Employer's payroll or who is not classified by the Employer as an employee, even if such individual is retroactively or prospectively classified as a common law employee by any state or federal governmental agency or court, shall not be an "Employee" for purposes of this Plan. 2.11 "Employer" means the Company and its Subsidiaries designated from time to time by the Board, as the employer of an Employee. 2.12 "Enrollment Form" means a statement signed by an Eligible Employee on a form provided by the Plan Administrator, or an election made through applicable electronic procedures, indicating the Eligible Employee elects to become a Participant and authorizing a payroll deduction for the purchase of Stock pursuant to the Plan. 2.13 "ESPP Committee" means the committee appointed by the Board to interpret and oversee the administration of this Plan. 2.14 "Inactive Participant" means an Eligible Employee who has purchased Stock pursuant to the Plan and who has an Account to which shares of Stock are credited, but who is not currently making payroll deductions for the purchase of Stock under the Plan (other than an individual on a long-term leave of absence who has made arrangements to continue payment of contributions as described in Section 10). 2.16 "IPO" means the initial underwritten public offering of Stock for cash pursuant to a registration statement filed under the Securities Act of 1933, as amended. 2.17 "Market Purchase Plan" means the sub-plan of this Plan as described in Section 9. 2.18 "Participant" means an Active Participant or an Inactive Participant. 2.19 "Plan" means this Kinder Morgan, Inc. Employees Stock Purchase Plan, as it may be amended from time to time. 2.20 Plan Administrator" means the Plan Administrator appointed by the ESPP Committee to administer this Plan. 2.21 "Plan Supervisor" means the person(s) designated pursuant to Section 3 herein to assist Employees and/or Participants in Plan matters. 2.22 "Purchase Period" means the period set forth in Section 5. 2.23 "Purchase Price" means, for purposes of the Direct Purchase Plan, the price at which Stock shall be purchased, as set forth in Section 8.3. 2.25 "Subsidiary" means an entity in which the Company has a direct or indirect ownership interest.View More
Definitions. (b) As used herein, "Obligations" means the collective reference to the unpaid principal of and interest on (including interest accruing after the maturity of the Loans and Reimbursement Obligations and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Company, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) the Loans and all other obligations... and liabilities of the Company to the Administrative Agent or to any Lender (or, in the case of Specified Hedge Agreements, any affiliate of any Lender), including, without limitation, the Company Guarantee, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, the Credit Agreement, any other Loan Document, the Letters of Credit, any Specified Hedge Agreement or any other document made, delivered or given in connection herewith or therewith, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses (including all reasonable fees, charges and disbursements of counsel to the Administrative Agent or to any Lender that are required to be paid by the Company pursuant hereto) or otherwise.View More
