Definitions

Definitions. The following terms used in this Agreement shall have the meanings set forth in this paragraph 1: (a) "Cause" shall mean any of the following: (i) Grantee has failed or refused to substantially perform Grantee's duties, responsibilities, or authorities (other than any such refusal or failure resulting from Grantee's becoming Disabled); (ii) any commission by or indictment of Grantee of a felony or other crime of moral turpitude; (iii) Grantee has engaged in material misconduct in the course and... scope of Grantee's employment with the Company, including, but not limited to, gross incompetence, disloyalty, disorderly conduct, insubordination, harassment of other employees or third parties, chronic abuse of alcohol or unprescribed controlled substances, improper disclosure of confidential information, chronic and unexcused absenteeism, improper appropriation of a corporate opportunity or any other material violation of the Company's personnel policies, rules or codes of conduct or any fiduciary duty owed to the Company or its Affiliates, or any applicable law or regulation to which the Company or its Affiliates are subject; (iv) Grantee has committed any act of fraud, embezzlement, theft, dishonesty, misrepresentation or falsification of records; or (v) Grantee has engaged in any act or omission that is likely to materially damage the Company's business, including, without limitation, damages to the Company's reputation. (b) "Covered Shares" means shares of the Company's [Class A Common Stock/Common Stock] granted under this Agreement and are subject to the terms of this Agreement and the Plan. The number of "Covered Shares" granted under this Agreement is [ ] shares of the Company's [Class A Common Stock/Common Stock]. (c) "Disabled" as it relates to Grantee means when Grantee (i) receives disability benefits under either social security or the Company's long-term disability plan, if any, or (ii) the Company, upon the written report of a qualified physician designated by the Company's insurers, shall have determined (after a complete physical examination of Grantee at any time after Grantee has been absent from the Company for 90 or more consecutive calendar days) that Grantee has become physically and/or mentally incapable of performing Grantee's essential job functions with or without reasonable accommodation as required by law due to injury, illness, or other incapacity (physical or mental). (d) "Good Reason" shall exist in the event any of the following actions are taken without Grantee's consent: (i) Grantee's authority with Company is, or Grantee's duties or responsibilities based on Grantee's job title as set forth in Grantee's employment agreement are, materially diminished relative to Grantee's authority, duties and responsibilities as in effect immediately prior to such change; provided, however, that in no event shall removal of Grantee from the position of manager, director or officer of any direct or indirect Affiliate of the Company in connection with any corporate restructuring constitute Good Reason; (ii) a material diminution in Grantee's base salary as in effect immediately prior to such diminution; provided, that an across-the-board reduction in the base compensation and benefits of all other executive officers of the Company by the same percentage amount (or under the same terms and conditions) as part of a general base compensation reduction and/or benefit reduction shall not constitute such a qualifying material diminution; (iii) a material relocation of Grantee's primary work location more than 75 miles away from the then-current primary work location; or (iv) any material breach by the Company of any provision of this Agreement or Grantee's employment agreement. (e) "Grantee" means . (f) "Grant Date" means . Capitalized terms used herein without definition have the meanings ascribed to such terms in the Plan. Except where the context clearly implies or indicates the contrary, a word, term, or phrase used in the Plan is similarly used in this Agreement. View More

Definitions. The headings of the sections of this Agreement have been inserted for convenience of reference only and shall in no way restrict or modify any of the terms or provisions hereof.

Definitions. Terms and expressions defined or specifically interpreted in the Original Agreement and not otherwise defined or specifically interpreted in this Agreement shall have the same meanings or interpretations in this Agreement, except where the context requires otherwise.

Definitions. Unless the context otherwise requires, when used herein the following terms shall have the meanings indicated. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Investment Agreement.

Definitions. (a) "Board" shall mean the Board of Directors of the Company. (b) "Code" shall mean the Internal Revenue Code of 1986, as amended. (c) "Common Stock" shall mean the common stock, $1.00 par value per share, of the Company. (d) "Company" shall mean AZZ incorporated, a Texas corporation, or any successor which adopts this Plan. (e) "Compensation" for the Offering Period shall mean the regular earnings paid to the Employee by the Employer for the applicable period used to compute federal taxable... income for such period and reported as such for purposes of the Employee's Form W-2. (f) "Continuous Status as an Employee" shall mean the absence of any interruption or termination of service as an Employee. Continuous Status as an Employee shall not be considered interrupted in the case of a leave of absence that meets the requirements of paragraph 10(b). (g) "Designated Subsidiary" shall mean any Subsidiary of the Company designated by the Board in its sole discretion as eligible to participate in the Plan and listed on Schedule 1 hereto, provided that the Board, in its sole discretion, may determine at any time that any such Subsidiary will no longer be eligible to participate in the Plan and that such Subsidiary will accordingly be removed from Schedule 1 hereto. (h) "Employee" shall mean any person, including an officer, who has been employed by the Employer for at least 90 days prior to such person electing to participate in the Plan, in accordance with the terms and conditions herein, and is customarily employed for at least twenty (20) hours per week and whose wages are subject to withholding for purposes of federal income taxes. 941544_4 1 (i) "Employer" shall mean the Company and each of its Subsidiaries. (j) "Enrollment Date" shall mean the first day of each Offering Period. (k) "Exercise Date" shall mean the last day of the first payroll period ending in August and February of each year within an Offering Period. (l) "Exercise Period" shall mean the six (6) month period commencing one (1) day after one (1) Exercise Date and ending with the next Exercise Date. (m) "NYSE" shall mean the New York Stock Exchange. (n) "Offering Period" shall mean the period of twenty-four (24) months during which an option granted pursuant to the Plan may be exercised, as described in paragraph 4. (o) "Participant" shall mean an Employee who has been offered the opportunity to purchase Common Stock hereunder and who has elected to participate herein by authorizing payroll deductions. (p) "Payroll Deduction Account" shall mean that separate account maintained hereunder to record the amount of a Participant's Compensation that has been withheld hereunder. (q) "Plan" shall mean the AZZ incorporated Employee Stock Purchase Plan. (r) "Subsidiary" shall mean a limited partnership, limited liability company or corporation, domestic or foreign, of which, at the time of the granting of the option pursuant to paragraph 7, either not less than 50% of the total combined voting power of all classes of stock or membership interests are held by the Company or a Subsidiary or, with respect to limited partnerships, the Company is or controls the general partner of such limited partnership, whether or not such limited partnership, limited liability company or corporation now exists or is hereafter organized or acquired by the Company or a Subsidiary. View More

Definitions. (b) "Accrued Obligations" shall mean (i) the Executive's full Base Salary through the Date of Termination, (ii) in the case of death or retirement, a pro rated Annual Bonus for the last full fiscal year of the Corporation, with the method of proration determined by the Corporation in accordance with its standard practices from time to time (iii) any compensation previously deferred by the Executive (together with any accrued earnings thereon) and not yet paid by the Corporation and any accrued... vacation pay for the current year not yet paid by the Corporation, (iv) any amounts or benefits owing to the Executive or to the Executive's beneficiaries under the then applicable employee benefit plans or policies of the Corporation and (v) any amounts owing to the Executive for reimbursement of expenses properly incurred by the Executive prior to the Date of Termination and which are reimbursable in accordance with the reimbursement policy of the Corporation described in Section 4(e). View More

Definitions. Any other terms used herein (whether or not capitalized) shall have the meaning ascribed to them by the Code to the extent the same are defined in the Code

Definitions. Unless otherwise specified herein, capitalized terms used herein shall have the meanings ascribed to such terms in the Definitions List attached as Schedule I to the Second Amended and Restated Base Indenture, dated as of June 3, 2004 (the "Base Indenture"), between Cendant Rental Car Funding (AESOP) LLC ("CRCF"), as Issuer, and The Bank of New York, as Trustee, as such Definitions List may from time to time be amended in accordance with the terms of the Base Indenture.

Definitions. Section 1.1 of the Credit Agreement shall be amended by amending the following definition in its entirety: "Consolidated Adjusted Net Worth" means, as at any date of determination, the sum of (a) the amounts that would, in accordance with GAAP, be included on the consolidated balance sheet of the Borrower and its Subsidiaries as of such date as total stockholders' equity (including all "preferred stock" (other than Disqualified Capital Stock and/or Hybrid Securities that are determined to be,... or that are treated as, "preferred stock")), but excluding (i) treasury stock and (ii) accumulated other comprehensive income (AOCI), and (b) the amounts of all obligations of the Borrower and its Subsidiaries in respect of Disqualified Capital Amendment No.3 Stock and/or Hybrid Securities to the extent, as at such date of determination, such obligations would be excluded from the definition of "Indebtedness" by virtue of the proviso contained in clause (xi) of such definition. View More

Definitions. As used in this Agreement, all capitalized terms shall have the definitions as provided herein. Any accounting term used but not defined herein shall be construed in accordance with generally accepted accounting principles in the United States of America, as in effect from time to time ('GAAP') and all calculations shall be made in accordance with GAAP. The term 'financial statements' shall include the accompanying notes and schedules. All other terms used but not defined herein shall have the... meaning given to such terms in the Uniform Commercial Code as adopted in the State of New York, as amended and supplemented from time to time (the 'UCC'). View More