Definitions

Definitions. Capitalized terms used but not otherwise defined herein shall have the meanings assigned such terms in the Option Agreement.

Definitions. All words capitalized herein that are defined in the Plan shall have the meaning assigned them in the Plan; other capitalized words shall have the following meaning, or shall be defined elsewhere in this Award: (a) "BOE" means Barrels of Oil Equivalent, and for all purposes hereof, will be calculated using the ratio of one barrel of crude oil, condensate or natural gas liquids to 6 Mcf of natural gas. (b) "Committee Percentage Point Reduction" means the number (if any) of Performance... Percentage Points (not in excess of the Committee Percentage Point Reduction Limitation) by which the Committee reduces Holder's Performance Percentage Points in accordance with Section 7 hereof. (c) "Committee Percentage Point Reduction Limitation" means the lesser of (i) forty (40) Performance Percentage Points, and (ii) the product of (x) Holder's Performance Percentage Points earned during the Performance Period as determined prior to the application of the Committee Percentage Point Reduction, multiplied by (y) twenty-five percent (25%). (d) "Disability" means, without limitation, the same as it does in the Plan. (e) "Earned Performance Cash" means the amount of Performance Cash earned during the Performance Period as described and calculated in Section 8. (f) "Fiscal Year" means the 12 month period adopted by the Company for financial reporting purposes. A-1 (g) "Payment Date" means the date on which Performance Cash Vested and earned under this Award is paid to Holder, which shall be any date selected by the Committee which is not later than 30 days after the Vesting Date or such later date as may be caused by unusual circumstances beyond the reasonable control of the Committee. (h) "Performance Measure" means, collectively, changes in amounts of oil and gas reserves, changes in production rates, and operating cost reductions, as determined based upon the (i) the Tertiary Oil Production Measure, (ii) the Corporate Production Measure, (iii) LOE per BOE Measure, and (iv) the Reserve Replacement Measure; provided, further, that when reference to a specific Performance Measure is intended, reference will be made to such specific Performance Measure. (i) "Performance Period" means the period beginning on January 1, 2011, and ending on December 31, 2011. (j) "Performance Percentage" means the excess of (i) Holder's aggregate Performance Percentage Points, over (ii) the Committee Percentage Points Reduction, if any, determined as of the last day of the Performance Period. (k) "Performance Percentage Points" means, collectively, the points, designated as Performance Percentage Points, earned with respect to each Performance Measure during Performance Period. (l) "Performance Cash" means the amount of cash subject to this Award, as shown on the first page of this Award. (m) "Post Separation Change in Control" means a Change in Control which follows Holder's Separation, but results from the Commencement of a Change in Control that occurs prior to Holder's Separation. For all purposes of this Award, the term "Commencement of a Change in Control" shall mean the date on which any material action, including without limitation through a written offer, open-market bid, corporate action, proxy solicitation or otherwise, is taken by a "person" (as defined in Section 13(d) or Section 14(d)(2) of the 1934 Act), or a "group" (as defined in Section 13(d)(3) of the 1934 Act), or their affiliates, to commence efforts that, within 12 months after the date of such material action, leads to a Change in Control as defined in Section 2(h)(2), (3) or (4) of the Plan involving such person, group, or their affiliates. (n) "Target Performance Cash" means $_______ of Performance Cash, which is the amount of Performance Cash which will be Earned if Holder's Performance Percentage is 100%. (o) "Vesting Date" means March 31, 2012. View More

Definitions. All words capitalized herein that are defined in the Plan shall have the meaning assigned them in the Plan; other capitalized words shall have the following meaning, or shall be defined elsewhere in this Award:

Definitions. Unless otherwise defined herein or the context otherwise requires, terms used in this Second Amendment have the meanings provided in the Reimbursement Agreement.

Definitions. As used herein, the following definitions will apply:

Definitions. (a) "Award Cycle" means the period upon which a particular year's payout is calculated. A new Award Cycle commences as designated by the Committee. Payments, if any, under the Plan to Participants during a fiscal year are based upon the Company's performance during the most recently completed Award Cycle. (b) "Change of Control" means the occurrence of any of the following: (i) there shall be consummated (A) any consolidation or merger of the Company in which the Company is not the continuing... or surviving corporation or pursuant to which shares of the Company's Common Stock would be converted in whole or in part into cash, other securities or other property, other than a merger of the Company in which the holders of the Company's Common Stock immediately prior to the merger have substantially the same proportionate ownership of common stock of the surviving corporation immediately after the merger, or (B) any sale, lease, exchange or transfer (in one transaction or a series of related transactions) of all or substantially all the assets of the Company, or (ii) the stockholders of the Company shall approve any plan or proposal for the liquidation or dissolution of the Company, or (iii) any "person" (as such term is used in Sections 13(d)(3) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), other than the Company or a subsidiary thereof or any employee benefit plan sponsored by the Company or a subsidiary thereof or a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, shall become the beneficial owners (within the meaning of Rule 13d-3 under the Exchange Act) of securities of the Company representing 25% or more of the combined voting power of the Company's then outstanding securities ordinarily (and apart from rights accruing in special circumstances) having the right to vote in the election of directors ("Voting Shares"), as a result of a tender or exchange offer, open market purchases, privately negotiated purchases or otherwise, or (iv) at any time during a period of two (2) consecutive years, individuals who at the beginning of such period constituted the Board of Directors of the Company shall cease for any reason to constitute at least a majority thereof, unless the election or the nomination for election by the Company's stockholders of each new director during such two-year period was approved by a vote of at least two-thirds (2/3) of the directors then still in office who were directors at the beginning of such two-year period, or (v) any other event shall occur that would be required to be reported in response to Item 6(e) (or any successor provision) of Schedule 14A or Regulation 14A promulgated under the Exchange Act. (c) "Committee" means the Compensation Committee of the Board of Directors of the Company. (d) "Company" means Cummins Engine Company, Inc. (e) "Participants" means the Company's officers and other key employees designated annually by the Committee to participate in the Plan for the ensuing Award Cycle. (f) "Payout Factor" means the percentage determined by the Committee and applied to a Target Award to determine the amount of an award to be paid as described in section 4 of the Plan. (g) "Peer Group" means a group of companies selected by the Committee. The Committee may define Performance Measures for an Award Cycle as Cummins' performance compared to the performance of a "Peer Group". (h) "Performance Measures" means the Company's return on equity, return on sales, net income, sales growth, return on assets, total shareholder return, Free Cash Flow, or any combination thereof. (i) "Plan" means the Longer Term Performance Plan described herein. (j) "Target Award" means the amount of targeted compensation described in section 3 of the Plan. View More

Definitions. Capitalized terms used in this Agreement but not defined herein shall have the respective meanings ascribed to them in the Cash Management Agreement.

Definitions. Section 1.01 of the Credit Agreement shall be amended as follows: A. The definition of "Affiliate" in said Section 1.01 shall be amended by inserting in clause (b) of the second sentence thereof, immediately following the words "Subsidiaries of the Borrower", the words "(other than FAC and its Subsidiaries)". B. The definition of "Consolidated Subsidiary" in said Section 1.01 shall be amended by inserting a new sentence at the end thereof to read as follows: "Notwithstanding anything... herein to the contrary, for purposes of the definition of "Total Stockholders' Equity" and Section 6.05 (and all defined terms as used therein) only, "Consolidated Subsidiary" shall not include FAC or any Subsidiary of FAC." C. The definition of "Subsidiary" in said Section 1.01 shall be amended by inserting a new sentence at the end thereof to read as follows: "Notwithstanding anything herein to the contrary, for purposes of Article VI only (other than Section 6.06), "Subsidiary" shall not include FAC or any Subsidiary of FAC." D. A new definition of "Amendment No. 2 Effective Date" shall be inserted in said Section 1.01 in the appropriate alphabetical order to read as follows: "Amendment No. 2 Effective Date" means the effective date of Amendment No. 2 dated as of July 18, 2005 to this Agreement. View More

Definitions. Where the following words and phrases appear in the Plan, they shall have the respective meanings set forth below, unless their context clearly indicates otherwise:

Definitions. This AMENDED AND RESTATED SECURITY AGREEMENT, dated as of June 30, 2010 (as amended, modified, extended, supplemented, restated and/or replaced from time to time, this "Security Agreement"), is made between WACHOVIA DEVELOPMENT CORPORATION, a North Carolina corporation, as the borrower (the "Borrower"), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association ("Bank"), as agent for (a) the Credit Lenders (hereinafter defined) under the Amended and Restated Credit Note Loan... Agreement dated as of June 30, 2010 (as amended, modified, extended, supplemented and/or restated from time to time, the "Credit Note Loan Agreement") by and among the Borrower, the several banks and other financial institutions from time to time parties thereto (the foregoing banks and financial institutions are collectively referenced as the "Credit Lenders") and Bank, as the agent for the Credit Lenders, (b) the Mortgage Lenders (hereinafter defined) under the Amended and Restated Mortgage Note Loan Agreement dated as of June 30, 2010 (as amended, modified, extended, supplemented and/or restated from time to time, the "Mortgage Note Loan Agreement") by and among the Borrower, the several banks and other financial institutions from time to time parties thereto (the foregoing banks and financial institutions are collectively referenced as the "Mortgage Lenders") and Bank, as the agent for the Mortgage Lenders, (c) the Lessor, and (d) itself. The Agent, the Lessor, the Credit Lenders, and the Mortgage Lenders, together with their successors and permitted assigns, are collectively referred to hereinafter as the "Secured Parties." The Bank, in its capacity as agent for the Secured Parties is referred to hereinafter as the "Agent," and this Security Agreement is accepted and agreed to by Convergys Corporation, an Ohio corporation. PRELIMINARY STATEMENT The parties to that certain Existing Security Agreement entered into the Existing Security Agreement to provide a Lien granted in favor of the Agent to secure the financing provided by the Financing Parties with regard to the Property. The parties to this Security Agreement have entered into this Security Agreement to amend and restate the Existing Security Agreement. Various of the parties to the Participation Agreement (hereinafter defined) are parties to the Existing Participation Agreement, certain other Existing Operative Agreements or certain other Operative Agreements. The Existing Debt Providers have funded the Existing Loans and the Existing Lessor has funded the Existing Lessor Advance, each in accordance with the Existing Operative Agreements. Subject to the terms of the Assignment and Recharacterization Agreement, the Existing Debt Providers have been requested to assign their entire right, title and interest in the Existing Loans and the Existing Operative Agreements to the Lenders, and the Lenders desire to accept such assignments. Subject to the terms of the Assignment and Recharacterization Agreement, the Existing Lessor has been requested to assign its entire right, title and interest in the Existing Operative Agreements to the Lessor, and the Lessor desires to accept such assignment. It is a condition, among others, to the obligation of the Lenders and the Lessor to purchase their respective assignment interests pursuant to the Assignment and Recharacterization Agreement that the Borrower shall have executed and delivered this Security Agreement to the Agent, for the benefit of the Secured Parties. The Borrower is the legal and beneficial owner of the Property (except the Borrower may have a ground leasehold interest in certain Property pursuant to one (1) or more Ground Leases). Pursuant to the various Operative Agreements, the Bank has agreed to act in the capacity as Agent. NOW, THEREFORE, in consideration of the premises and to induce the Credit Lenders to make Credit Loans under the Credit Note Loan Agreement, the Mortgage Lenders to make Mortgage Loans under the Mortgage Note Loan Agreement and the Lessor to make its Lessor Advance under the Participation Agreement, the Borrower hereby agrees with the Agent, for the benefit of the Secured Parties, as follows: 1A.1 Amendment and Restatement. This Security Agreement amends and restates in its entirety the Existing Security Agreement. This Security Agreement is not intended to constitute a novation of the Existing Security Agreement. View More