Definitions

Definitions. Capitalized terms not otherwise defined herein shall have the meanings attributed thereto in the Agreement.

Definitions. All capitalized terms used herein and not otherwise defined herein shall have the meanings given to those terms in the MLA.

Definitions. Each capitalized term used but not defined herein has the meaning ascribed thereto in the Agreement.

Definitions. Capitalized terms used in this Amendment, to the extent not otherwise defined herein, shall have the same meanings as in the Credit Agreement, as amended hereby.

Definitions. (a)"Agreement" is defined in the introduction. (b)"Award Notice" is defined in Section 1. (c)"Clawback Policy" is defined in Section 15. (d)"Code" is defined in Section 2(b). (e)"Committee" means the Compensation Committee of the Board of Directors of the Company. (f)"Common Stock" is defined in Section 1. (g)"Company" means Schlumberger Limited. (h)"Detrimental Activity" means activity that is determined by the Committee in its sole and absolute discretion to be detrimental to the interests of... the Company or any of its Subsidiaries, including but not limited to situations where Employee: (i) divulges trade secrets, proprietary data or other confidential information relating to the Company or to the business of the Company and any Subsidiaries; (ii) enters into employment with or otherwise provides services to (A) any company listed, as of the date of Employee's Termination of Employment, on the Philadelphia Oil Service Sector Index (or any -3- successor index) or (B) any affiliate of any such listed company, in either case under circumstances suggesting that Employee will be using unique or special knowledge gained as a Company employee or Subsidiary employee with the effect of competing with the Company or its Subsidiaries; (iii) enters into employment with or otherwise provides services to any Direct Competitor; (iv) engages or employs, or solicits or contacts with a view to the engagement or employment of, any person who is an employee of the Company or its Subsidiaries; (v) canvasses, solicits, approaches or entices away or causes to be canvassed, solicited, approached or enticed away from the Company or its Subsidiaries any person who or which is a customer of any of such entities during the Restricted Period; (vi) is determined to have engaged (whether or not prior to termination) in either gross misconduct or criminal activity harmful to the Company or a Subsidiary; or (vii) takes any action that otherwise harms the business interests, reputation, or goodwill of the Company or its Subsidiaries. The Committee may delegate, to an officer of the Company or to a subcommittee of the Committee, its authority to determine whether Employee has engaged in "Detrimental Activity." (i)"Direct Competitor" means, as of the date of this Agreement any of the following: (i) Halliburton Company, Baker Hughes, Incorporated, Weatherford International plc, and any other oilfield equipment and services company; and (ii) any entity engaged in seismic data acquisition, processing and reservoir geosciences services to the oil and natural gas industry, including in all cases in (i) and (ii) above, any and all of their parents, subsidiaries, affiliates, joint ventures, divisions, successors, or assigns. (j)"Disability" means such disability (whether physical or mental impairment) which totally and permanently incapacitates the Employee from any gainful employment in any field which the Employee is suited by education, training, or experience, as determined by the Committee in its sole and absolute discretion. (k)"Employee" is defined in the introduction. (l)"Fair Market Value" means, with respect to a share of Common Stock on a particular date, the mean between the highest and lowest composite sales price per share of the Common Stock, as reported on the consolidated transaction reporting system for the New York Stock Exchange for that date, or, if there is no such reported prices for that date, the reported mean price on the last preceding date on which a composite sale or sales were effected on one or more of the exchanges on which the shares of Common Stock were traded will be the Fair Market Value. (m)"Grant Date" is defined in Section 2. (n)"Plan" is defined in the introduction. (o)"Restricted Period" is defined in Section 2. (p)"Restricted Stock Units" is defined in Section 1. (q)"Retirement" means either: (i) Employee's voluntary election to retire from employment with the Company and its Subsidiaries at any time after Employee has reached both the age of 60 and 25 years of service, or (ii) Employee's voluntary election to retire from employment with the Company and its Subsidiaries at any time after Employee has reached both the age of 55 and 20 years of service, subject, however, to the approval of either (A) the Committee, if Employee is an executive officer of the Company at the time of Employee's election to retire, or (B) the Retirement Committee, if Employee is not an executive officer of the Company at the time of Employee's election to retire, which approval under clauses (A) or (B) may be granted or withheld in the sole discretion of the Committee or the Retirement Committee, as applicable. -4- (r)"Retirement Committee" means a committee consisting of the Company's Vice President of Human Resources, the Director of HR Operations and the Compensation & Benefits Manager. (s)"Settlement Date" is defined in Section 3. (t)"Subsidiary" means (i) in the case of a corporation, a "subsidiary corporation" of the Company as defined in Section 424(f) of the Code and (ii) in the case of a partnership or other business entity not organized as a corporation, any such business entity of which the Company directly or indirectly owns 50% or more of the voting, capital or profits interests (whether in the form of partnership interests, membership interests or otherwise). (u)"Termination of Employment" means the termination of Employee's employment with the Company and its Subsidiaries; provided, however, that temporary absences from employment because of illness, vacation or leave of absence and transfers among the Company and its Subsidiaries are not considered a Termination of Employment. (v)"Transfer" is defined in Section 5(a). (w)"Vesting Date" is defined in Section 2(a). View More

Definitions. As used in this Agreement, the following terms shall have the following meanings: "Affiliate" with respect to a company shall mean any other entity or person that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such company; "control" and, with correlative meanings, the terms "controlled by" and "under common control with", shall mean (a) the possession, directly or indirectly, of the power to direct the... management or policies of a company, whether through the ownership of voting securities, by contract or otherwise, or (b) the ownership, directly or indirectly, of at least fifty percent (50%) of the voting securities or other ownership interest of a company. View More

Definitions. All capitalized terms used but not defined in this Amendment shall have the respective meanings specified in the Credit Agreement.

Definitions. For purposes of these Award Terms, the following terms shall have the meanings set forth below: "Award" means the award described on the Grant Notice. "Cause" (i) shall have the meaning given to such term in the Employment Agreement or any other employment agreement with any entity in the Company Group to which Grantee is then party or (ii) if Grantee is not then party to any agreement or offer letter with any entity in the Company Group or any such agreement or offer letter does not contain a... definition of "cause," shall mean a good faith determination by the Company that Grantee (A) engaged in misconduct or gross negligence in the performance of his or her duties or willfully and continuously failed or refused to perform any duties reasonably requested in the course of his or her employment; (B) engaged in fraud, dishonesty, or any other conduct that causes, or has the potential to cause, harm to any entity in the Company Group, including its business reputation or financial condition; (C) violated any lawful directives or policies of the Company Group or any applicable laws, rules or regulations; (D) materially breached his or her employment agreement, proprietary information agreement or confidentiality agreement with any entity in the Company Group; (E) was convicted of, or pled guilty or no contest to, a felony or crime involving dishonesty or moral turpitude; or (F) breached his or her fiduciary duties to the Company Group. "Common Shares" means the shares of common stock, par value $0.000001 per share, of the Company or any security into which such Common Shares may be changed by reason of any transaction or event of the type referred to in Section 10 hereof. "Company" means Activision Blizzard, Inc. and any successor thereto. "Company Group" means the Company and its subsidiaries. "Company-Sponsored Equity Account" means an account that is created with the Equity Account Administrator in connection with the administration of the Company's equity plans and programs, including the Plan. "Date of Grant" means the Date of Grant of the Award set forth on the Grant Notice. "Employment Agreement" means the employment agreement between Grantee and the Company, dated as of September 9, 2005, as amended from time to time. "Employment Violation" means any material breach by Grantee of the Employment Agreement or any other employment agreement with any entity in the Company Group to which Grantee is then party for so long as the terms of that employment agreement shall apply to Grantee (with any breach of the post-termination obligations contained therein deemed to be material for purposes of this definition). "Equity Account Administrator" means the brokerage firm utilized by the Company from time to time to create and administer accounts for participants in the Company's equity plans and programs, including the Plan. "Exercise Rules and Regulations" means (i) the Securities Act or any comparable federal securities law and all applicable state securities laws, (ii) the requirements of any securities exchange, securities association, market system or quotation system on which Common Shares are then traded or quoted, (iii) any restrictions on transfer imposed by the Company's certificate of incorporation or bylaws, and (iv) any policy or procedure the Company has adopted with respect to the trading of its securities, in each case as in effect on the date of the intended transaction. "Grantee" means the recipient of the Award named on the Grant Notice. "Grant Notice" means the Notice of Restricted Share Unit Award to which these Award Terms are attached as Exhibit A. "Look-back Period" means, with respect to any Employment Violation by Grantee, the period beginning on the date which is 12 months prior to the date of such Employment Violation by Grantee and ending on the date of computation of the Recapture Amount with respect to such Employment Violation. "Plan" means the Amended and Restated Activision Blizzard, Inc. 2008 Incentive Plan, as amended from time to time. "Recapture Amount" means, with respect to any Employment Violation by Grantee, the gross gain realized or unrealized by Grantee upon all vesting of Restricted Share Units or delivery or transfer of Vested Shares during the Look-back Period with respect to such Employment Violation, which gain shall be calculated as the sum of: (i) if Grantee has received Vested Shares during such Look-back Period and sold any such Vested Shares, an amount equal to the sum of the sales price for all such Vested Shares; plus (ii) if Grantee has received Vested Shares during such Look-back Period and not sold all such Vested Shares, an amount equal to the product of (A) the greatest of the following: (1) the Market Value per Share of Common Shares on the date such Vested Shares were issued or transferred to Grantee, (2) the arithmetic average of the per share closing sales prices of Common Shares as reported on NASDAQ for the 30 trading day period ending on the trading day immediately preceding the date of the Company's written notice of its exercise of its rights under Section 13 hereof, or (3) the arithmetic average of the per share closing sales prices of Common Shares as reported on NASDAQ A-2 for the 30 trading day period ending on the trading day immediately preceding the date of computation, times (B) the number of such Vested Shares which were not sold. "Restricted Share Units" means units subject to the Award, which represent the conditional right to receive Common Shares in accordance with the Grant Notice and these Award Terms, unless and until such units become vested or are forfeited to the Company in accordance with the Grant Notice and these Award Terms. "Section 409A" means Section 409A of the Code and the guidance and regulations promulgated thereunder. "Securities Act" means the Securities Act of 1933, as amended. "Vested Shares" means the Common Shares to which the holder of the Restricted Share Units becomes entitled upon vesting thereof in accordance with Section 2 or 3 hereof. "Withholding Taxes" means any taxes, including, but not limited to, social security and Medicare taxes and federal, state and local income taxes, required under any applicable law to be withheld from amounts otherwise payable to Grantee. View More

Definitions. Capitalized terms used in this First Amendment but not defined herein shall have the meanings ascribed thereto in the A&R Loan Agreement.

Definitions. The following terms shall have the following meanings in this Agreement: "Bankruptcy Code" shall mean the provisions of Title 11 of the United States Code, as amended from time to time and any successor statute and all rules and regulations promulgated thereunder. "Credit Parties" shall mean, collectively, Borrower and Guarantor. "Distribution" shall mean, with respect to any indebtedness, obligation or security any payment or distribution by any Credit Party of cash on account of such... indebtedness, obligation or security. 1 "Enforcement Action" shall mean (a) to take from or for the account of any Credit Party, by set-off or in any other manner, the whole or any part of any moneys which may now or hereafter be owing by any Credit Party with respect to the Subordinated Debt, (b) to sue for payment of, or to initiate or participate with others in any suit, action or proceeding against any Credit Party to (i) enforce payment of or to collect the whole or any part of the Subordinated Debt or (ii) commence judicial enforcement of any of the rights and remedies under the Subordinated Debt Documents or applicable law with respect to the Subordinated Debt, (c) to accelerate the Subordinated Debt, (d) to exercise any put option or to cause any Credit Party to honor any redemption or mandatory prepayment obligation under any Subordinated Debt Document, or (e) to take any action under the provisions of any state or federal law, including, without limitation, the Uniform Commercial Code, or under any contract or agreement, to enforce, foreclose upon, take possession of or sell any property or assets of any Credit Party, including the Collateral. "Lien" shall mean "Lien" as defined in the Senior Credit Agreement or any similar term in any Senior Debt Document that replaces the Senior Credit Agreement in connection with a Permitted Refinancing. "Paid in Full" or "Payment in Full" shall mean the payment in full in cash of all Senior Debt and termination of all commitments to lend under the Senior Debt Documents. "Permitted Refinancing" shall mean any refinancing, extension or replacement of the Senior Debt under the Senior Debt Documents). "Permitted Refinancing Senior Debt Documents" shall mean any financing documentation which replaces the Senior Debt Documents and pursuant to which the Senior Debt under the Senior Debt Documents is refinanced, extended or replaced, as such financing documentation may be amended, supplemented, replaced, refinanced, extended or otherwise modified from time to time in compliance with this Agreement. "Permitted Subordinated Debt Payments" shall mean payments of principal or interest by awarding the equivalent value of the same in stock of Borrower. For purposes of clarity, Permitted Subordinated Debt Payments shall not include payments of cash of any kind, including, but not limited to, checks, wires, money orders, certificates of deposit, cashier's checks, or certified checks. "Person" shall mean any natural person, corporation, general or limited partnership, limited liability company, firm, trust, association, government, governmental agency or other entity, whether acting in an individual, fiduciary or other capacity. "Proceeding" shall mean any voluntary or involuntary insolvency, bankruptcy, receivership, custodianship, liquidation, dissolution, reorganization, assignment for the benefit of creditors, appointment of a custodian, receiver, trustee or other officer with similar powers or any other proceeding for the liquidation, dissolution or other winding up of a Person, whether initiated under the Bankruptcy Code, any other similar federal or state statute or any other applicable law. "Senior Debt' shall mean, collectively, all obligations, liabilities and indebtedness of every nature of each Credit Party from time to time owed to Senior Lender under the Senior Debt Documents, including, without limitation, the principal amount of all debts, claims and indebtedness, accrued and unpaid interest accruing thereon (including, without limitation, interest accruing after the commencement of a Proceeding, without regard to whether or not such interest is an allowed claim) and all fees, costs and expenses, whether primary, secondary, direct, contingent, fixed or otherwise, heretofore, now and from time to time hereafter owing, due or payable, whether before or after the filing of a Proceeding under the Bankruptcy Code together with any interest, fees, costs and expenses accruing thereon after the commencement of a Proceeding under the Bankruptcy Code, without regard to whether or not such interest, fees, costs and expenses are an allowed claim. 2 "Senior Debt Documents" shall mean the Senior Credit Agreement and all loan documents executed in connection therewith and, after the consummation of any Permitted Refinancing, the Permitted Refinancing Senior Debt Documents. "Senior Default" shall mean any "Event of Default" under the Senior Debt Documents. "Senior Lender" shall mean the holder of the Senior Debt. "Subordinated Debt" shall mean all of the obligations, liabilities and indebtedness of each Credit Party to each Subordinated Creditor evidenced by or incurred pursuant to the Subordinated Debt Documents. "Subordinated Debt Documents" shall mean the Subordinated Notes, any pledge, security or other collateral agreements with respect to the Subordinated Debt, any other guaranties with respect to the Subordinated Debt and all other documents, agreements and instruments now existing or hereinafter entered into evidencing or pertaining to all or any portion of the Subordinated Debt, as the same may be amended, restated, supplemented or otherwise modified from time to time, as permitted hereunder. View More