Definitions

Definitions. Unless otherwise defined herein, capitalized terms used but not defined herein shall have the meanings provided in the Credit Agreement as in effect immediately prior to the Effective Date (as defined below).

Definitions. Section 2 of the Existing Repurchase Agreement is hereby amended by: 2.1 adding the following definitions in their proper alphabetical order: "Manufactured Home Loan" means a Conforming Mortgage Loan, FHA Loan or VA Loan secured by a manufactured home (as defined by the United States Department of Housing and Urban Development) provided that (a) such manufactured home is attached to a permanent foundation and is no longer transportable and (b) such Conforming Mortgage Loan, FHA Loan or VA Loan... is eligible for securitization by an Agency pursuant to the terms of the applicable Agency guide. "USDA Loan" means a first lien Mortgage Loan originated in accordance with the criteria established by and guaranteed by the United States Department of Agriculture. 2.2 deleting the definition of "Mortgage Loan" in its entirety and replacing it with the following: "Mortgage Loan" means any first lien closed Conforming Mortgage Loan, Conforming High LTV Loan, USDA Loan, FHA Loan, Manufactured Home Loan, Jumbo Mortgage Loan or VA Loan which is a fixed or floating-rate, one-to-four-family residential mortgage or home equity loan evidenced by a promissory note and secured by a first lien mortgage, which satisfies the requirements set forth in the Underwriting Guidelines and Section 13.b hereof; provided, however, that, except with respect to Conforming High LTV Loans and as expressly approved in writing by Buyer, Mortgage Loans shall not include any "high-LTV" loans (i.e., a mortgage loan having a loan-to-value ratio in excess of (a) with respect to FHA Loans or VA Loans, 97%, (b) with respect to Conforming Mortgage Loans (other than Conforming High LTV Loans), up to but not including 97% (provided that Conforming Mortgage Loans with an LTV of 80% or higher must be covered by primary mortgage insurance) or (c) such lower percentage set forth in the Underwriting Guidelines) or any High Cost Mortgage Loans and; provided, further, that the related Purchase Date is no more than thirty (30) days following the origination date. View More

Definitions. The following terms shall have the following meanings for purposes of this Agreement: (a) "Applicable Unit Multiplier" shall mean, with respect to each Performance Measure, the "Unit Multiplier" calculated pursuant to the Award Letter based on the actual level of achievement for the Performance Period; provided, that in the event of a Change in Control, the "Applicable Unit Multiplier" shall mean 100%, subject to upward adjustment (but not above 200%) to the extent (if any) that the Committee... is able, in its sole discretion, to assess that the Corporation's progress, at or prior to the Change in Control, towards the achievement levels set forth in the Award Letter for such Performance Measure exceeds the "Target" performance level as adjusted to account for the reduced period of actual performance. (b) "Award Letter" shall mean the award notice to the Participant attached hereto as Exhibit A. (c) "Cause" shall mean the Participant's (1) intentional failure to perform reasonably assigned duties, (2) dishonesty or willful misconduct in the performance of duties, (3) engaging in a transaction in connection with the performance of duties to the Corporation or its subsidiaries which transaction is adverse to the interests of the Corporation and is engaged in for personal profit or (4) willful violation of any law, rule or regulation in connection with the performance of duties (other than traffic violations or similar offenses). (d) "Change in Control" shall mean: (1) the acquisition by any person or group (including a group within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act), other than the Corporation or any of its subsidiaries, of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of a majority more of the combined voting power of the Corporation's then outstanding voting securities, other than by any employee benefit plan maintained by the Corporation; (2) the sale of all or substantially all the assets of the Corporation and its subsidiaries taken as a whole; (3) the consummation of a merger, combination, consolidation, recapitalization or other reorganization of the Corporation with one or more other entities that are not subsidiaries if, as a result of the consummation of the merger, combination, consolidation, recapitalization or other reorganization, less than 50 percent of the outstanding voting securities of the surviving or resulting corporation shall immediately after the event be beneficially owned in the aggregate by the stockholders of the Corporation immediately prior to the event; or (4) the election, including the filling of vacancies, during any period of 24 months or less, of 50% or more of the members of the Board of Directors, without the approval of Continuing Directors, as constituted at the beginning of such period. "Continuing Directors" shall mean any director of the Corporation who either (i) is a member of the Board of Directors on the Grant Date, or (ii) is nominated for election to the Board of Directors by a majority of the Board which is comprised of directors who were, at the time of such nomination, Continuing Directors. (e) "Committee" or "Compensation Committee" shall mean the Compensation Committee of the Board of Directors of the Corporation. (f) "Disability" shall mean that 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. (g) "Fair Market Value" shall mean, with respect to any security, the closing price of the security as reported on the composite tape of New York Stock Exchange issues (or if, at the date of determination, the security is not so listed or if the principal market on which it is traded is not the New York Stock Exchange, such other reporting system as shall be selected by the Committee) on the relevant date, or, if no sale of the security is reported for that date, the next preceding day for which there is a reported sale. The Committee shall determine the Fair Market Value of any security that is not publicly traded, using criteria as it shall determine, in its sole direction, to be appropriate for the valuation. (h) "Final Cash Performance Unit Dividends" shall mean an amount equal to the aggregate cash dividends that would have been payable on the Final Cash Performance Units if they represented shares of L-3 common stock held on all record dates between the Grant Date and the date on which the payment contemplated under Section 10(b) is made; provided, that in the event of an equity restructuring that triggers an adjustment to Performance Measures and/or the number of Performance Units as contemplated by Section 9, the amount of the Final Cash Performance Unit Dividends attributable to record dates that are prior to the date of such equity restructuring shall be calculated based on a number of Final Cash Performance Units that includes the effect of the adjustment to the Performance Measures but excludes the effect of the adjustment to the number of Performance Units. (i) "Final Cash Performance Units" shall mean the number of Total Earned Performance Units attributable to Performance Measures the payment of which are to be made in cash as specified in the Award Letter. (j) "Final Stock Performance Unit Dividends" shall mean an amount equal to the aggregate cash dividends that would have been payable on the Final Stock Performance Units if they represented shares of L-3 common stock held on all record dates between the Grant Date and the date on which the issuance of Award Shares and the payment of the amounts contemplated under Section 10(c) is made; provided, that in the event of an equity restructuring that triggers an adjustment to Performance Measures and/or the number of Performance Units as contemplated by Section 9, the amount of the Final Cash Performance Unit Dividends attributable to record dates that are prior to the date of such equity restructuring shall be calculated based on a number of Final Cash Performance Units that includes the effect of the adjustment to the Performance Measures but excludes the effect of the adjustment to the number of Performance Units. 2 (k) "Final Stock Performance Units" shall mean the number of Total Earned Performance Units attributable to Performance Measures the payment of which are to be made in shares of L-3 stock as specified in the Award Letter. (l) "Grant Date" shall mean the "Grant Date" listed in the Award Letter. (m) "Participant" shall mean the "Participant" listed in the Award Letter. (n) "Performance Measures" shall mean the performance measures set forth in the Award Letter. (o) "Performance Period" shall mean the "Performance Period" set forth in the Award Letter, subject to adjustment in accordance with Section 5 hereof. (p) "Performance Units" shall mean the number of performance units equal to the Total Target Performance Units or, when finally determined in accordance with this Agreement, the Total Earned Performance Units. (q) "Retirement" shall mean that the Participant (A) terminates employment with the Corporation and its subsidiaries other than for Cause (and is not subject to termination for Cause at the time of such termination), (B) is available for consultation with the Corporation or its subsidiaries at the reasonable request of the Corporation or its subsidiaries and (C) terminates employment on or after attaining age 65 and completing at least five years of service in the aggregate with the Corporation and its subsidiaries (which service must be continuous through the date of termination except for a single break in service that does not exceed one year in length). (r) "Segmented Target Performance Units" shall mean, with respect to each Performance Measure, the number of "Target Units" set forth in the Award Letter for the Performance Measure, subject to adjustment pursuant to the terms hereof. (s) "Segmented Earned Performance Units" shall mean, with respect to each Performance Measure, the number of Segmented Target Performance Units multiplied by the Applicable Unit Multiplier. (t) "Subsidiary" or "subsidiary" shall mean, as to any person, any corporation, association, partnership, joint venture or other business entity of which 50% or more of the voting stock or other equity interests (in the case of entities other than corporations), is owned or controlled (directly or indirectly) by that entity, or by one or more of the Subsidiaries of that entity, or by a combination thereof. (u) "Total Earned Performance Units" shall mean the sum the Segmented Earned Performance Units for all Performance Measures. (v) "Total Target Performance Units" shall mean the sum of the Segmented Target Performance Units for all Performance Measures. View More

Definitions. Unless otherwise defined herein, capitalized terms used herein (including in the recitals above) shall have the meanings ascribed to such terms in the Credit Agreement.

Definitions. Affiliate means (i) any Person that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such other Person, (ii) any executive officer or general partner of such other Person and (iii) any legal entity for which such Person acts as executive officer or general partner, and control for these purposes means the direct or indirect power to direct or cause the direction of the management and policies of another Person, whether by... operation of law or regulation, through ownership of securities, as trustee or executor or in any other manner. View More

Definitions. For the purposes of the Grant, certain words and phrases are defined in the Definitional Appendix attached. Except where the context clearly implies or indicates the contrary, a word, term, or phrase used in the Plan shall have the same meaning in this document.

Definitions. (a) "Administrator" shall mean the Board or a committee consisting exclusively of members of the Board that has been appointed by the Board and authorized to administer the Plan. (b) "Board" shall mean the Board of Directors of the Company. (c) "Code" shall mean the Internal Revenue Code of 1986, as amended. (d) "Common Stock" shall mean the Common Stock, $.001 par value, of the Company. (e) "Company" shall mean Incyte Corporation. (f) "Compensation" shall mean all cash salary, wages,... commissions and bonuses, but shall not include any imputed income or income arising from the exercise or disposition of equity compensation. (g) "Effective Date" shall mean November 5, 2014. (h) "Designated Subsidiary" shall mean any Subsidiary which has been designated by the Board or by an executive officer of the Company, from time to time in the Board's or such officer's sole discretion, as eligible to participate in the Plan. A listing of Designated Subsidiaries shall be maintained as Appendix A to the Plan. (i) "Employee" shall mean any individual who is an Employee of the Company or its Designated Subsidiaries for tax purposes whose customary employment is at least twenty (20) hours per week and more than five (5) months in any calendar year. For purposes of the Plan, the employment relationship shall be treated as continuing intact while the individual is on sick leave or other leave of absence approved by the Company or its Designated Subsidiaries, as applicable. Where the period of leave exceeds 90 days and the individual's right to reemployment is not guaranteed either by statute or by contract, the employment relationship shall be deemed to have terminated on the 91st day of such leave. (j) "Enrollment Date" shall mean the first day of each Offering Period. (k) "Exercise Date" shall mean the last Trading Day of each Purchase Period. (l) "Fair Market Value" shall mean, as of any date, the value of Common Stock determined as follows: (1) If the Common Stock is listed on any established stock exchange other than The NASDAQ Stock Market, its Fair Market Value shall be the last reported sale price for the Common Stock reported by the applicable composite transactions report for such exchange on the date of determination, as reported on such stock exchange's website or such other source, including The Wall Street Journal, as the Administrator deems reliable; or (2) If the Common Stock is listed on The NASDAQ Stock Market, its Fair Market Value shall be the last reported sale price for the Common Stock quoted on The NASDAQ Stock Market on the date of determination, as reported on www.nasdaq.com or such other source, including The Wall Street Journal, as the Administrator deems reliable; (3) If the Common Stock is traded over-the-counter and is quoted on the OTC Bulletin Board, its Fair Market Value shall be the last transaction price for the Common Stock quoted by the OTC Bulletin Board on the date of determination, as reported on www.otcbb.com or such other source as the Administrator deems reliable; (4) If the Common Stock is traded over-the-counter but is not quoted on the OTC Bulletin Board, its Fair Market Value shall be the mean of the closing bid and asked prices for the Common Stock on the date of determination, as reported on www.pinksheets.com or such other source as the Administrator deems reliable; or (5) In the absence of an established market for the Common Stock, the Fair Market Value thereof shall be determined in good faith by the Board. (m) "Offering Periods" shall mean the periods of approximately twenty-four (24) months during which an option granted pursuant to the Plan may be exercised, commencing on the first Trading Day on or after May 1 and November 1 of each year and terminating on the last Trading Day in the periods ending twenty-four months later. The duration and timing of Offering Periods may be changed pursuant to Section 4 of this Plan. (n) "Plan" shall mean this 1997 Employee Stock Purchase Plan of Incyte Corporation. (o) "Purchase Price" shall mean an amount equal to 85% of the Fair Market Value of a share of Common Stock on the Enrollment Date or on the Exercise Date, whichever is lower. (p) "Purchase Period" shall mean the approximately six-month period commencing after one Exercise Date and ending with the next Exercise Date, except that the first Purchase Period of any Offering Period shall commence on the Enrollment Date and end with the next Exercise Date. The duration and timing of Purchase Periods may be changed pursuant to Section 4 of this Plan. (q) "Reserves" shall mean the number of shares of Common Stock covered by each option under the Plan which have not yet been exercised and the number of shares of Common Stock which have been authorized for issuance under the Plan but not yet placed under option. (r) "Subsidiary" shall mean a corporation (as defined in Treasury Regulation section 1.421-1(i)), domestic or foreign, of which not less than 50% of the voting shares are held by the Company or a Subsidiary, whether or not such corporation now exists or is hereafter organized or acquired by the Company or a Subsidiary. (s) "Trading Day" shall mean a day on which the national securities exchange or stock market on which the Common Stock is principally traded, or, if the Common Stock is not listed or quoted on any securities exchange or stock market, the New York Stock Exchange, is open for trading. View More

Definitions. (b) As used herein, "Mexican Obligations" means the unpaid principal of and interest on (including, without limitation, interest accruing after the maturity of the Mexican Revolving Loans and interest accruing after the filing of any petition in bankruptcy ("concurso mercantil" or "quiebra"), or the commencement of any insolvency, reorganization or like proceeding, relating to the Mexican Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding)... the Mexican Revolving Loans and all other obligations and liabilities of the Mexican Borrower to the Administrative Agent and the Lenders, 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 and any other document made, delivered or given in connection therewith, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses (including, without limitation, all reasonable fees and disbursements of counsel to the Administrative Agent and the Lenders that are required to be paid by the Mexican Borrower pursuant to the terms of the Credit Agreement) or otherwise; provided that for the purposes of determining the obligations of the Guarantor under this Agreement, the definition of "Mexican Obligations" shall not create any guarantee by the Guarantor of any Excluded Swap Obligations of the Guarantor. View More

Definitions. Except where the context clearly indicates otherwise, all capitalized terms used herein shall have the definitions ascribed to them by the Plan, and the terms of the Plan shall apply where appropriate.

Definitions. (a) Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Existing Credit Agreement. (b) As used in this Amendment: "Existing Commitment" means, with respect to any Existing Lender, the "Commitment" of such Existing Lender under the Existing Credit Agreement immediately prior to the New Facility Effective Date. "Existing Lender" means any Lender party to the Existing Credit Agreement immediately prior to the New Facility Effective Date. "Existing... Outstanding Obligations" means the outstanding Obligations under and as defined in the Existing Credit Agreement immediately prior to the New Facility Effective Date (including, without limitation, any fees owing to the Existing Issuing Banks and the Lenders in respect of Existing Letters of Credit no longer outstanding under the Existing Credit Agreement pursuant to the Existing LC Rollover). "Existing Required Lenders" means the "Required Lenders" under and as defined in the Existing Credit Agreement, as determined immediately prior to the New Facility Effective Date. "New Credit Agreement" means that certain Credit Agreement dated as of the date hereof by and among, the Borrower, as the borrower thereunder, the Extending Lenders and the other lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as the administrative agent thereunder. "New Loan Documents" means the "Loan Documents" under and as defined in the New Credit Agreement. "New Loans" means the "Loans" under and as defined in the New Credit Agreement. "Non-Extending Lender" means any Existing Lender that is not an Extending Lender. View More