Definitions

Definitions. The following terms shall have the following meanings: "Affiliate" shall mean, with respect to any specified Person, (a) any other Person which directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such specified Person (for the purposes of this definition, "control" (including, with correlative meanings, the terms "controlling," "controlled by" and "under common control with"), as used with respect to any Person, means the... possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise) and (b) each Person of which such specified Person or an Affiliate (as defined in clause (a) above) thereof shall, directly or indirectly, beneficially own at least 25% of any class of outstanding capital stock or other evidence of beneficial interest at such time. With respect to any Person who is an individual, "Affiliate" shall also include, without limitation, any member of such individual's Members of the Immediate Family. "Agreement" shall have the meaning set forth in the Preamble. "Applicable Franchise Entities" shall mean the Person listed on Schedule 1 under the heading "Applicable Franchise Entity" together with any of its Affiliates involved in the Domino's Pizza operations. "BCIP" shall mean, collectively, one or more of the following Persons: BCIP Associates II, BCIP Trust Associates II, BCIP Associates II-B, BCIP Trust Associates II-B and BCIP Associates II-C. "Board" shall mean the board of directors of the Company. -9- "Charitable Organizations" shall mean a charitable organization as described by Section 501(c)(3) of the Internal Revenue Code of 1986, as in effect from time to time. "Class A Stock" shall mean the Company's Class A Common Stock, par value $.01 per share. "Class L Stock" shall mean the Company's Class L Common Stock, par value $.01 per share. "Commission" shall mean the Securities and Exchange Commission. "Common Stock" shall mean the common stock of the Company including without limitation the Class A Stock and the Class L Stock. "Company" shall have the meaning set forth in the Preamble. "Covered Person" shall have the meaning set forth in Section 2.5.1. "Exchange Act" shall mean the Securities Exchange Act of 1934, as in effect from time to time. "Franchisee" shall mean the original Franchisee Investor or, if such Franchisee Investor is not a natural Person, the natural Person(s) identified on Schedule 1 under the heading "Franchisee." "Franchisee Shares" shall mean all shares of Common Stock originally issued to, or issued with respect to shares originally issued to, or held by, a Franchisee, whenever issued. "Franchisee Investors" shall have the meaning set forth in the Preamble. "Indemnitee" shall have the meaning set forth in Section 2.5.3. "Initial Public Offering" means the initial Public Offering by the Company for its own account registered on Form S-1 (or any successor form under the Securities Act). "Investor Shares" shall mean all shares of Common Stock originally issued to, or issued with respect to shares originally issued to, or held by the Investors, whenever issued, subject to Section 3.1. "Investors" shall have the meaning set forth in the Preamble. "Majority Franchisees" shall mean, as of any date, the holders of a majority of the Franchisee Shares outstanding on such date. -10- "Majority Investors" shall mean, as of any date, the holders of a majority of the Investor Shares outstanding on such date. "Marks" shall mean the trademarks, service marks and commercial symbols owned and used by the Company or its subsidiaries in connection with the operation of Domino's Pizza stores. "Members of the Immediate Family" shall mean, with respect to any individual, each spouse or child or other descendants of such individual, each trust created primarily for the benefit of one or more of the aforementioned Persons and their spouses and each custodian or guardian of any property of one or more of the aforementioned Persons in his capacity as such custodian or guardian. "Original Agreement" shall have the meaning set forth in the Preamble. "Person" shall mean any individual, partnership, corporation, company, association, trust, joint venture, unincorporated organization, entity, or any government, governmental department or agency or political subdivision thereof. "Public Offering" shall mean a public offering and sale of Common Stock for cash pursuant to an effective registration statement under the Securities Act. "Reincorporation Merger" shall have the meaning set forth in the Preamble. "Registrable Franchisee Securities" shall mean (a) all shares of Class A Stock, (b) all shares of Class A Stock issuable upon conversion of Shares of Class L Stock, and (c) all shares of Class A Stock directly or indirectly issued or issuable with respect to the securities referred to in clauses (a) or (b) above by way of stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization, in each case constituting Franchisee Shares. As to any particular Registrable Franchisee Securities, such shares shall cease to be Registrable Franchisee Securities when (i) such shares shall have been Transferred pursuant to Section 3 hereof, (ii) a registration statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been disposed of in accordance with such registration statement, (iii) such securities shall have been Transferred pursuant to Rule 144, (iv) subject to the provisions of Section 5 hereof, such securities shall have been otherwise transferred, new certificates for them not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent disposition of them shall not require registration of them under the Securities Act and such securities may be distributed without volume limitation or other restrictions on transfer under Rule 144 (including without application of paragraphs (c), (e) (f) and (h) of Rule 144) or (v) such securities shall have ceased to be outstanding. "Rule 144" shall mean Rule 144 under the Securities Act (or any successor provision). -11- "Securities Act" shall mean the Securities Act of 1933, as in effect from time to time. "Shares" shall mean all shares of Common Stock and shall include the Franchisee Shares hereunder. "Stockholders" shall have the meaning set forth in the Preamble. "Termination Event" shall mean the occurrence and continuance of one or more of the following: (a) the Franchisee Investor, the Franchisee or an Applicable Franchise Entity is judged a bankrupt, becomes insolvent, makes an assignment for the benefit of creditors, is unable to pay his or its debts as they become due, or a petition under any bankruptcy or similar law is filed against the Franchisee or any Applicable Franchise Entity or a receiver or other custodian is appointed for a substantial part of the assets of the Franchisee or an Applicable Franchise Entity; (b) the Applicable Franchise Entity intentionally underreports the royalty sales for any period or periods; (c) the Franchisee Investor, the Franchisee or an Applicable Franchise Entity violates any restrictive covenants or assignment provision contained in any Franchise Agreement or Master Franchise Agreement, as applicable, between an Applicable Franchise Entity and the Company or one of its subsidiaries; (d) an Applicable Franchise Entity intentionally or on more than one occasion after the date hereof violates any child labor laws; (e) an audit by the Company or its subsidiaries discloses an understatement of royalty sales and the Applicable Franchise Entity fails to pay the applicable royalty fee and advertising contribution or fee, as applicable, and interest due within fifteen calendar days after the final audit report is furnished to the Applicable Franchise Entity; (f) an Applicable Franchise Entity fails to comply with any provision of a Franchise Agreement or Master Franchise Agreement, as applicable, or any specification, standard or operating procedure or rule prescribed by the Company or its subsidiaries which relates to the use of any mark licensed by the Company or any of its Affiliates to such Applicable Franchise Entity or the quality of pizza or other authorized food products or any beverage sold by such Applicable Franchise Entity or the cleanliness and sanitation of the a franchise and the Applicable Franchise Entity does not correct this failure within fifteen calendar days after written notice is furnished to it; -12- (g) an Applicable Franchise Entity directly or indirectly contests the validity of the marks licensed by the Company or any of its Affiliates to such Applicable Franchise Entity or the ownership of, or right to use or license to others, the marks by the Company or its Affiliates; (h) an Applicable Franchise Entity fails to pay when due any amount owed to the Company, its Affiliates or subsidiaries, or any creditor or supplier of its owned stores or any taxing authority for federal, state or local taxes (other than amounts being bona fide disputed through appropriate proceedings) and such Applicable Franchise Entity does not correct such failure within fifteen calendar days after written notice is furnished to it; (i) the Franchisee Investor, the Franchisee or an Applicable Franchise Entity fails on three or more occasions during any twelve month period to comply with any one or more provisions of a Franchise Agreement or Master Franchise Agreement, as applicable, including without limitation the Applicable Franchise Entity's obligation to submit when due, sales reports or financial statements, to pay when due the royalty fees, advertising contributions or fees, as applicable, or other payments to the Company or its Affiliates or subsidiaries or any other creditors or suppliers of the Applicable Franchise Entity or its owned stores, whether or not such failure to comply is corrected after notice is furnished to the Applicable Franchise Entity; or (j) Franchisee Shares are Transferred to any Person (other than an Affiliate of the holder of such Franchisee Shares) engaged in a business that is directly or indirectly competitive or potentially competitive with any business of the Company and its subsidiaries as conducted or under consideration from time to time. "Transfer" shall mean any sale, pledge, assignment, encumbrance or other transfer or disposition of any Shares to any other Person, whether directly, indirectly, voluntarily, involuntarily, by operation of law, pursuant to judicial process or otherwise. View More

Definitions. The following definitions apply to this Plan and to any related documents. (a) Accounts means, collectively, a Participant's Deferral Account, Match Account, and Deferred Stock Option Account, if any. (b) Administrator means Dominion Resources Services, Inc. (c) Beneficiary or Beneficiaries means a person or persons or other entity that a Participant designates on a Beneficiary Designation Form to receive Benefit payments pursuant to Plan Section 11(h). If a Participant does not... execute a valid Beneficiary Designation Form, or if the designated Beneficiary or Beneficiaries fail to survive the Participant or otherwise fail to take the Benefit, the Participant's Beneficiary or Beneficiaries shall be the first of the following persons who survive the Participant: a Participant's spouse (the person legally married to the Participant when the Participant dies); the Participant's children in equal shares. If none of these persons survive the Participant, the Beneficiary shall be the Participant's estate. (d) Beneficiary Designation Form means the form that a Participant uses to name the Participant's Beneficiary or Beneficiaries. (e) Benefit means collectively, a Participant's Deferred Benefit, Match Benefit, and Deferred Stock Option Benefit, if any. (f) Board means the Board of Directors of DRI. (g) Change of Control means the occurrence of any of the following events: (i) any person, including a "group" as defined in Section 13(d)(3) of Securities Exchange Act of 1934, as amended, becomes the owner or beneficial owner of DRI securities having 20% or more of the combined voting power of the then outstanding DRI securities that may be cast for the election of DRI's directors (other than as a result of an issuance of securities initiated by DRI, or open market purchases approved by the Board, as long as the majority of the Board approving the purchases is also the majority at the time the purchases are made); (ii) as the direct or indirect result of, or in connection with, a cash tender or exchange offer, a merger or other business combination, a sale of assets, a contested election, or any combination of these transactions, the persons who were directors of DRI before such transactions cease to constitute a majority of the Board, or any successor's board, within two years of the last of such transactions; or 1 (iii) with respect to a particular Participant, an event occurs with respect to the Participant's employer such that, after the event, the Participant's employer is no longer a Dominion Company. (h) Code means the Internal Revenue Code of 1986, as amended. (i) Committee means the Organization, Compensation and Nominating Committee of the Board. (j) Company means DRI and any Dominion Company that is designated by the Administrator as covered by this Plan, and any successor business by merger, purchase, or otherwise that maintains the Plan. (k) Compensation means a Participant's base salary, cash incentive pay and other cash compensation from the Company, including annual bonuses, pre-scheduled one-time performance-based payments, and gains from stock option grants. Compensation does not include stock, stock options or spot awards. The Administrator may determine whether to include or exclude an item of income from Compensation. (l) Deferral means the amount of Compensation that a Participant has elected to defer under a Deferral Election Form. (m) Deferral Account means a bookkeeping record established for each Participant who is eligible to receive a Deferred Benefit. A Deferral Account shall be established only for purposes of measuring a Deferred Benefit and not to segregate assets or to identify assets that may be used to satisfy a Deferred Benefit. A Deferral Account shall be credited with that amount of a Participant's Compensation deferred according to a Participant's Deferral Election Form. A Deferral Account shall also be credited with the amount of benefits rolled over to the Plan pursuant to a Rollover Election Form. A Deferral Account also shall be credited periodically with deemed investment gain or loss under Plan Section 10. (n) Deferral Election Form means the form that a Participant uses to elect to defer Compensation pursuant to Plan Section 4. (o) Deferred Benefit means the benefit available to a Participant who has executed a valid Deferral Election Form or Rollover Election Form. (p) Deferred Stock Option Account means a bookkeeping record established for each Participant who has made an election to defer the DRI Stock to be received under an exercise of a nonstatutory stock option granted under the Dominion Resources, Inc. Incentive Compensation Plan and the Dominion Resources, Inc. Leadership Stock Option Plan. The account shall be charged or credited with net earnings, gains, losses and expenses, as well as any appreciation or depreciation in market value during each Plan Year for the deemed investment in the DRI Stock. The Administrator may charge or credit such earnings, gains, losses 2 appreciation and depreciation based on the actual investment performance of the DRI Stock that it has deposited into the trust. (q) Deferred Stock Option Benefit means the portion of a Participant's Benefit from the Participant's Deferred Stock Option Account. (r) Disability or Disabled means, with respect to a Participant, that the Participant is entitled to benefits under the long-term disability plan of the Company. (s) Distribution Election Form means a form that a Participant uses to establish the duration of the deferral of Compensation and the frequency of payments of a Benefit. If a Participant does not execute a valid Distribution Election Form, the distribution of a Benefit shall be governed by Plan Section 5. (t) Dominion Company means Consolidated Natural Gas, Inc., Virginia Power, Dominion Capital, Inc., Dominion Energy, Inc., Dominion Resources Services, Inc., or another corporation in which DRI owns stock possessing at least 50 % of the combined voting power of all classes of stock or which is in a chain of corporations with DRI in which stock possessing at least 50% of the combined voting power of all classes of stock is owned by one or more other corporations in the chain. (u) DRI means Dominion Resources, Inc. (v) DRI Stock means the common stock, no par value, of DRI. (w) DRI Stock Fund means an Investment Fund in which the deemed investment is DRI Stock. (x) DSOP means the Dominion Resources, Inc. Security Option Plan. (y) Election Date means the date by which an Executive must submit a valid Deferral Election Form for regular Compensation. For each Plan Year, the Election Date shall be January 1 unless the Administrator sets an earlier Election Date or as provided in Plan Section 4(b) or 4(c). (z) Executive means an individual who is employed by the Company and who has a base salary of at least $100,000. (aa) Investment Fund means one or more deemed investment alternatives offered to Participants from time to time. The Company may compute deemed investment gain or loss under the Investment Funds based on the actual investment performance of assets that it has deposited in a grantor trust (as described in Plan Section 13). The DRI Stock Fund shall be one of the Investment Funds. (bb) Match Account means an Account that holds the matching contributions made by the Company under Plan Section 9. 3 (cc) Match Benefit means the portion of a Participant's Benefit from the Participant's Match Account. (dd) Participant means an individual presently or formerly employed by the Company who meets one or more of the requirements of Plan Section 3(a). (ee) Plan means the Dominion Resources, Inc. Executives' Deferred Compensation Plan. (ff) Plan Year means a calendar year. (gg) Rollover Election Form means the form that a Participant uses to rollover benefits payable in the form of a lump sum payment from a Supplemental Retirement Plan to this Plan. (hh) Supplemental Retirement Plan means the Dominion Resources, Inc. Retirement Benefit Restoration Plan and/or the Dominion Resources, Inc. Executive Supplemental Retirement Plan. (ii) Terminate or Termination, with respect to a Participant, means the cessation of the Participant's employment with the Company on account of death, Disability, severance or any other reason. View More

Definitions. Notwithstanding the foregoing, a Participant will not be treated as eligible for retirement benefits for purposes of this Plan if the Chief Executive Officer of the Company determines, in his sole discretion, that the Participant's retirement is detrimental to the Company.

Definitions. Except as otherwise provided herein, or unless the context clearly indicates otherwise, capitalized terms used but not defined herein have the definitions as provided in the Plan. The terms and provisions of the Plan are incorporated herein by reference. In the event of a conflict or inconsistency between the non-discretionary terms and provisions of the Plan and the provisions of this Agreement, the Plan shall govern and control.

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