1985 Uses in Definitions Clause

Definitions from Severance Plan

Definitions. Whenever used in the Plan, the following words and phrases shall have the meanings set forth below unless the context plainly requires a different meaning. When the defined meaning is intended, the term is capitalized. 2.1 Affiliate means any entity (whether a corporation, partnership, joint venture, limited liability company or other entity) in which the Employer beneficially owns 50% or more of the voting power of the entity, and any other entity in which the Employer has an economic interest and which is designated as an Affiliate by the Committee for purposes of the Plan. 2.2 Base Compensation means the annualized base salary of the Participant in effect at Termination of Employment. 2.3 Board means the Board of Directors of Venator Materials PLC or its successor. 2.4 Change of Control means the occurrence of any of the events set forth in clause (b) of the definition of Change of Control in the Venator Materials 2017 Stock Incentive Plan, as amended, restated or otherwise modified from time to time. 2.5 COBRA means the Consolidated Omnibus Reconciliation Act of 1985, as amended. 2.6 Committee means the Compensation Committee of the Board or, if there is not a Compensation Committee, then the Board. 2.7 Employer means Venator Materials PLC, or any successor thereof. In addition, unless the context indicates otherwise, as used in the Plan, the term Employer shall also mean and include any Affiliate of Venator Materials PLC that has adopted the Plan with the permission of Venator Materials PLC and any Affiliate that has been designated by Venator Materials PLC as an Employer in the Plan. Such adoptions and designations shall be subject to such conditions as the Committee deems appropriate. The obligations of an Employer hereunder shall be limited to the employees of that Employer participating in the Plan. The following Affiliates of Venator Materials PLC are participating in the Plan as of the Effective Date: Huntsman P&A Americas LLC Huntsman P&A Germany GmbH Huntsman P&A UK Ltd. 2.8 Family Member of an employee means: (a) a brother or sister (whether by whole or half-blood) of the employee, (b) the spouse of the employee, (c) an ancestor or lineal descendant of the employee, or (d) the spouse of anyone included in (a) or (c). 2.9 Participant means an employee of the Employer who is designated to participate in the Plan by the Committee; provided however, unless the Committee provides otherwise with respect to a particular employee, an employee with the title of Vice President or higher of an Employer shall be deemed as designated to participate in the Plan. Notwithstanding the foregoing, the Committee shall have the authority to adjust the status of any employee (including the removal of an employee from participation under the Plan or to change the class to which the employee belongs for purposes of the Plan). The Committee may, subject to any applicable law, regulatory, securities exchange or other similar restrictions, delegate to one or more officers of the Employer, the authority to adjust the status of any employee as described above, other than an employee who is subject to Section 16(b) of the Exchange Act or who is a Family Member of an employee who is subject to Section 16(b) of the Exchange Act. The Committee may impose such limitations and restrictions on its delegation of authority, in addition to any required restrictions or limitations set forth in the Plan, as it may determine in its sole discretion. Any adjustment of status made pursuant to such a delegation shall be subject to all of the provisions of the Plan. 2.10 Plan Year means the calendar year. 2.11 Reasonable Cause means any of the following, with respect to a Participant:

Definitions from Employee Matters Agreement

This EMPLOYEE MATTERS AGREEMENT, made and entered into effective as of , 2017, is by and between Huntsman Corporation, a Delaware corporation (Huntsman), and Venator Materials PLC, a public company limited by shares and incorporated under the laws of England and Wales (VMC). Huntsman and VMC are also referred to in this Agreement individually as a Party and collectively as the Parties. Capitalized terms used herein not otherwise defined shall have the respective meanings assigned to them in Section 1.1.

Definitions. As used in this Agreement, the following terms have the meanings set forth in this Section 1.1: Adjusted Huntsman RSUs has the meaning set forth in Section 4.2(e). Affiliate has the meaning set forth in the Separation Agreement. Agreement means this Employee Matters Agreement, together with all Schedules hereto and all amendments, modifications, and changes hereto entered into pursuant to Section 13.9. ASC 718 means Accounting Standards Codification Topic 718, Compensation Stock Compensation, or any successor accounting standard. Assets has the meaning set forth in the Separation Agreement. Benefit Management Records has the meaning set forth in Section 3.3(b). Benefit Plan means any contract, agreement, policy, practice, program, plan, trust, commitment or arrangement (whether written or unwritten) providing for benefits, perquisites or compensation of any nature to any Employee, or to any family member, dependent, or beneficiary of any Employee, including pension plans, thrift plans, supplemental pension plans and welfare plans, and contracts, agreements, policies, practices, programs, plans, trusts, commitments and arrangements providing for terms of employment, fringe benefits, severance benefits, change in control protections or benefits, travel and accident, life, disability and accident insurance, tuition reimbursement, travel reimbursement, vacation, sick, personal or bereavement days, leaves of absences and holidays. COBRA means the U.S. Consolidated Omnibus Budget Reconciliation Act of 1985, as codified at Section 601 et seq. of ERISA and at Section 4980B of the Code. Code means the Internal Revenue Code of 1986, as amended. Collective Bargaining Agreements has the meaning set forth in Section 3.1(i). Defined Benefit Transfer Date has the meaning set forth in Section 6.3. Dividend Accounts has the meaning set forth in Section 4.2(f). Effective Time has the meaning set forth in the Separation Agreement. Employee means any Huntsman Group Employee, Former Huntsman Group Employee or VMC Group Employee. Employee Transfer Date means the legal Employee transfer date, which may differ among and between certain groups of Employees, but which is expected to be on or around May 1, 2017. Equity Award Ratio means the ratio (as expressed as a quotient) determined by dividing the Huntsman VWAP by the VMC VWAP. ERISA means the U.S. Employee Retirement Income Security Act of 1974, as amended, and the regulations promulgated thereunder. Former Huntsman Group Employees means all former employees of the Huntsman Group. Former VMC Group Employees means all former employees of the VMC Group. FSA Participation Period has the meaning set forth in Section 9.4(b). HIPAA means the U.S. Health Insurance Portability and Accountability Act of 1996, as amended, and the regulations promulgated thereunder and any similar foreign, state, provincial or local Law. HSA Participation Period has the meaning set forth in Section 9.4(c). Huntsman has the meaning set forth in the preamble to this Agreement. Huntsman Benefit Plan means any Benefit Plan sponsored or maintained by a member of the Huntsman Group immediately prior to the Plan Transfer Date or Employee Transfer Date, as applicable, other than any Benefit Plan sponsored or maintained exclusively by a member of the VMC Group. Huntsman Common Stock means a share of Huntsmans common stock, par value $0.01. Huntsman Deferred Compensation Plan means the Amended and Restated Huntsman Supplemental Savings Plan, as amended. Huntsman Defined Benefit Plans means all Benefit Plans sponsored by one or more members of the Huntsman Group that are subject to Title IV of ERISA, other than the VMC Group Defined Benefit Plans. Huntsman Defined Contribution Plans means all Benefit Plans sponsored by one or more members of the Huntsman Group that provide retirement benefits that are subject to Code Section 401(a), but not Title IV of ERISA, or applicable analogous foreign jurisdiction laws. Huntsman Director means any individual who is a non-employee member of the Board of Directors of Huntsman immediately prior to the Effective Time. Huntsman Entity means any member of the Huntsman Group. Huntsman Equity Plans means the Huntsman Stock Incentive Plan, the Huntsman Corporation 2016 Stock Incentive Plan, and any other plan or agreement sponsored or maintained by Huntsman as of the Effective Time pursuant to which equity or other long-term incentive awards are or may be granted (in each case, as amended from time to time). Huntsman Europe BVBA Belgium means the defined benefit plan maintained by a member of the Huntsman Group for the benefit of both Huntsman Group Employees and VMC Group Employees. Huntsman Group has the meaning set forth in the Separation Agreement. Huntsman Group Employees has the meaning set forth in Section 3.1(b). Huntsman LTI Awards means the Huntsman Options, the Huntsman Phantom Shares, the Huntsman Restricted Stock and the Huntsman Restricted Stock Units. Huntsman Option mea

DEFINITIONS from Stock Purchase Agreement

This Stock Purchase Agreement (this Agreement), dated as of January 10, 2017, is entered into by and among WNS North America Inc., a Delaware corporation (Buyer), Alpar Kamber (Kamber), Donald Dougherty (Dougherty), and John R. Evans (Evans, and together with Kamber and Dougherty, the Sellers), and Priyadarshan Deshmukh (Deshmukh), Peter E. Nero (Nero), and Alan C. Veeck (Veeck, and collectively with Deshmukh and Nero, the Optionholders) and Kamber, separately in his capacity as representative of the Company Holders (Sellers Representative).

DEFINITIONS. The following terms have the meanings specified or referred to in this Article I: Acquisition Proposal means (a) any proposal or offer for a merger, consolidation, dissolution, recapitalization or other business combination that if consummated would result in any Person other than the Company Holders owning the Shares or any other equity securities of the Company; (b) any proposal or offer to acquire in any manner, directly or indirectly, any right in any portion of the assets of the Company, other than proposals or offers to acquire solely inventory in the ordinary course of business consistent with past practice; or (c) any proposal or offer to acquire in any manner, directly or indirectly, any right in any equity interests of the Company, including but not limited to the Shares. Additional Closing Payment means $8,000,000 x (the aggregate Ownership Percentage of Dougherty and Evans). Adjusted Closing Price means the Closing Price plus the aggregate exercise price of the Options (not including any Options which are terminated for no consideration hereunder). Affiliate of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person, or is an Immediate Family Member of a Person or an Affiliate thereof. The term control (including the terms controlled by and under common control with) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. Neither the Company nor Buyer shall be deemed an Affiliate of any Company Holder after Closing. Board means the board of directors of the Company. Bonus Payments means any amounts owed or payable by the Company as on the Closing Date or at any time thereafter (but not paid on or before the Closing Date) to any officer, director, manager, employee, consultant or independent contractor of the Company (as well as any similar positions with the Company regardless of the title) under, pursuant to, or as a result of any Employee Benefit Plan, Contract, agreement, bonus obligation, payment obligation or other arrangement with or pertaining to such persons, any severance arrangements, any retention programs and the like, in each case, with the amount owed or payable solely arising or resulting from or triggered or caused by the transactions contemplated herein. Business Day means any day except Saturday, Sunday or any other day on which commercial banks located in New York are authorized or required by Law to be closed for business. Cause Event means that a Management Holder has (a) committed fraud relating to the Company or its Affiliates, (b) embezzled funds of the Company or its Affiliates, or (c) been indicted by a Governmental Authority for a violation of any insider trading laws. China Personnel means the employees of Fonssino who are to be transferred to a branch office of Buyer or its Affiliate organized under the laws of Hong Kong or the Peoples Republic of China, in connection with the transactions contemplated under this Agreement. Claim means any claim, action, litigation, inquiry, proceeding (arbitral, administrative, legal or otherwise), suit, stipulation, investigation, charge, complaint, demand or similar matter. Closing Direction Letter means a certificate, signed by the Sellers Representative and delivered to Buyer, setting forth each Person entitled to a payment pursuant to Section 2.04(a)(i), the amount due to such Person, and the applicable wire instructions for the payment of all amounts due and payable, including all amounts and instructions set forth on the Payoff Letters with respect to the payment or release of Indebtedness as of Closing. Closing Price means (a) $32,000,000, minus (b) the Indebtedness, minus (c) the Sellers Representative Holdback Amount, minus (d) $197,000, which is equal to the consideration payable under the India APA. Closing Working Capital means the current assets minus the current liabilities of the Company in the categories shown on Exhibit A, as determined as of 12:01 a.m. local time on the Closing Date, and otherwise calculated using the inputs and methodology shown on Exhibit A hereto. Exhibit A sets forth an example of the calculation of the Closing Working Capital as of December 31, 2016 and certain accounting methods, policies, principles, practices and procedures, as were used in the preparation of such example calculation. Notwithstanding the foregoing, the Closing Working Capital shall include negative adjustments for (1) any additional Taxes payable by the Company in connection with the conversion of the Company from an S corporation (within the meaning of Code Sections 1361 and 1362) to a C corporation (within the meaning of Code Sections 1361 and 1362), (2) gratuity and other statutory payments payable in India in connection with the transfer of the India P

Definitions from Employee Matters Agreement

This EMPLOYEE MATTERS AGREEMENT (the Agreement), dated as of *, 2017, is by and among Vornado Realty Trust, a Maryland real estate investment trust (Vornado), Vornado Realty L.P., a Delaware limited partnership (VRLP), JBG SMITH Properties, a Maryland real estate investment trust (Newco), and JBG SMITH Properties LP, a Delaware limited partnership (Newco LP) and together with Vornado, VRLP and Newco, each a Party and collectively, the Parties).

Definitions. The following terms shall have the following meanings: Affiliate shall mean, when used with respect to a specified Person, a Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such specified Person. For the purpose of this definition, control (including with correlative meanings, controlled by and under common control with), when used with respect to any specified Person shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or other interests, by contract, agreement, obligation, indenture, instrument, lease, promise, arrangement, release, warranty, commitment, undertaking or otherwise. It is expressly agreed that, prior to, at and after the Effective Time, for purposes of the Transaction Documents (a) no member of the Newco Group shall be deemed to be an Affiliate of any member of the Vornado Group and (b) no member of the Vornado Group shall be deemed to be an Affiliate of any member of the Newco Group. Agreement has the meaning ascribed thereto in the preamble to this Agreement. Benefit Plan means, with respect to an entity, any employee benefit plan (as defined in Section 3(3) of ERISA), and each plan, program, arrangement, agreement or commitment that is an employment, consulting, non-competition or deferred compensation agreement, or an executive compensation, incentive bonus or other bonus, employee pension, profit-sharing, savings, retirement, supplemental retirement, stock option, stock purchase, stock appreciation rights, restricted stock, operating partnership unit, other equity-based compensation, severance pay, salary continuation, life, health, hospitalization, sick leave, vacation pay, paid time-off, disability or accident insurance plan, program, arrangement, agreement or commitment, corporate-owned or key-man life insurance or other employee benefit plan, program, arrangement, agreement or commitment, sponsored or maintained by such entity (or to which such entity contributes or is required to contribute or with respect to which such entity has any Liability). Closing has the meaning given such term in the Transaction Agreement. COBRA means the continuation coverage requirements for group health plans under Title X of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and as codified in Code Section 4980B and Sections 601 through 608 of ERISA, and any similar state group health plan continuation Law, together with all regulations and proposed regulations promulgated thereunder, including any amendments or other modifications of such Laws and regulations that may be made from time to time. Code means the U.S. Internal Revenue Code of 1986, as amended. DC Business shall mean the business, operations and activities of the Vornado Group relating to the Newco Properties as defined in the Separation Agreement as conducted at any time prior to the Effective Time by either Party or any of their current or former Subsidiaries. DCP has the meaning ascribed thereto in Section 6.1 of this Agreement. DCP II has the meaning ascribed thereto in Section 6.1 of this Agreement. Designated Vornado Welfare Plan means a Welfare Plan sponsored or maintained by Vornado or its Affiliates which is identified on Schedule 1.0 hereto. Distribution shall have the meaning set forth in the recitals to the Separation Agreement. Distribution Date shall mean the date of the consummation of the Distribution, which shall be determined by the Vornado Board in its sole and absolute discretion. Effective Time shall mean 12:01 a.m., Eastern time, on the Distribution Date. Employee means any individual set forth in Schedule 1.1 who is a full-time or part-time employee of the applicable entity and provides substantially all of such individuals services for the benefit of the DC Business and who is intended to become a Newco Group Employee if such individual remains employed (or is on an approved leave) at the Effective Time. ERISA means the Employee Retirement Income Security Act of 1974, as amended. Exchange Act shall mean the U.S. Securities Exchange Act of 1934, as amended, together with the rules and regulations promulgated thereunder. Force Majeure has the meaning ascribed thereto in the Separation Agreement. Former Employee means any former Employee of Vornado or an Affiliate of Vornado or of Newco or an Affiliate of Newco, as of immediately prior to the Effective Time, whether having last been employed by a member of the Vornado Group or a member of the Newco Group, including retired Employees. Governmental Authority means any nation or government, any state, municipality or other political subdivision thereof, and any entity, body, agency, commission, department, board, bureau, court, tribunal or other instrumentality, whether federal, state, local, domestic, foreign or multinational, e

Definitions from Employee Matters Agreement

This EMPLOYEE MATTERS AGREEMENT, dated as of May 31, 2017 (this Agreement), is by and between TEGNA Inc., a Delaware corporation (Parent), and Cars.com Inc., a Delaware corporation (SpinCo).

Definitions. For purposes of this Agreement, the following terms shall have the meanings set forth below. Action shall mean any demand, action, claim, dispute, suit, countersuit, arbitration, inquiry, subpoena, proceeding or investigation of any nature (whether criminal, civil, legislative, administrative, regulatory, prosecutorial or otherwise) by or before any federal, state, local, foreign or international Governmental Authority or any arbitration or mediation tribunal. Adjusted SpinCo Stock Value shall mean the product obtained by multiplying (a) the SpinCo Stock Value by (b) the Distribution Ratio. Affiliate shall mean, when used with respect to a specified Person, a Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such specified Person. For the purpose of this definition, control (including with correlative meanings, controlled by and under common control with), when used with respect to any specified Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or other interests, by contract, agreement, obligation, indenture, instrument, lease, promise, arrangement, release, warranty, commitment, undertaking or otherwise. It is expressly agreed that, prior to, at and after the Effective Time, for purposes of this Agreement (a) no member of the SpinCo Group shall be deemed to be an Affiliate of any member of the Parent Group and (b) no member of the Parent Group shall be deemed to be an Affiliate of any member of the SpinCo Group. Agreement shall have the meaning set forth in the Preamble to this Agreement and shall include all amendments, modifications, and changes hereto entered into pursuant to Section 8.17. Ancillary Agreements shall mean all agreements (other than the Separation and Distribution Agreement) entered into by the Parties or the members of their respective Groups (but as to which no Third Party is a party) in connection with the Separation, the Distribution, or the other transactions contemplated by the Separation and Distribution Agreement, including the Transition Services Agreement, the Tax Matters Agreement, this Agreement and the Transfer Documents. Applicable Exchange shall mean the securities exchange as may at the applicable time be the principal market for Parent Shares or SpinCo Shares, as applicable. Assets shall mean, with respect to any Person, the assets, properties, claims and rights (including goodwill) of such Person, wherever located (including in the possession of vendors or other third Persons or elsewhere), of every kind, character and description, whether real, personal or mixed, tangible, intangible or contingent, in each case whether or not recorded or reflected or required to be recorded or reflected on the books and records or financial statements of such Person, including rights and benefits pursuant to any contract, license, permit, indenture, note, bond, mortgage, agreement, concession, franchise, instrument, undertaking, commitment, understanding or other arrangement. Benefit Plan shall mean any contract, agreement, policy, practice, program, plan, trust, commitment or arrangement providing for benefits, perquisites or compensation of any nature from an employer to any Employee, or to any family member, dependent, or beneficiary of any such Employee, including cash or deferred arrangement plans, profit sharing plans, post-employment programs, pension plans, thrift plans, supplemental pension plans, welfare plans, stock option, stock purchase, stock appreciation rights, restricted stock, restricted stock units, performance stock units, other equity-based compensation and contracts, agreements, policies, practices, programs, plans, trusts, commitments and arrangements providing for terms of employment, fringe benefits, severance benefits, change in control protections or benefits, travel and accident, life, accidental death and dismemberment, disability and accident insurance, tuition reimbursement, adoption assistance, travel reimbursement, vacation, sick, personal or bereavement days, leaves of absences and holidays; provided, however, that the term Benefit Plan does not include any government-sponsored benefits, such as workers compensation, unemployment or any similar plans, programs, policies or agreements. COBRA shall mean the U.S. Consolidated Omnibus Budget Reconciliation Act of 1985, as codified at Section 601 et seq. of ERISA and at Section 4980B of the Code. Code shall mean the Internal Revenue Code of 1986, as amended. Distribution shall have the meaning set forth in the Recitals. Distribution Date shall mean the date of the consummation of the Distribution, which shall be determined by the Parent Board in its sole and absolute discretion. Distribution Ratio shall mean a number equal to one-third (1/3). Effective Time shall mean 11:59 p.

Definitions from Employee Matters Agreement

This EMPLOYEE MATTERS AGREEMENT, dated as of May 31, 2017 (this Agreement), is by and between TEGNA Inc., a Delaware corporation (Parent), and Cars.com Inc., a Delaware corporation (SpinCo).

Definitions. For purposes of this Agreement, the following terms shall have the meanings set forth below. Action shall mean any demand, action, claim, dispute, suit, countersuit, arbitration, inquiry, subpoena, proceeding or investigation of any nature (whether criminal, civil, legislative, administrative, regulatory, prosecutorial or otherwise) by or before any federal, state, local, foreign or international Governmental Authority or any arbitration or mediation tribunal. Adjusted SpinCo Stock Value shall mean the product obtained by multiplying (a) the SpinCo Stock Value by (b) the Distribution Ratio. Affiliate shall mean, when used with respect to a specified Person, a Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such specified Person. For the purpose of this definition, control (including with correlative meanings, controlled by and under common control with), when used with respect to any specified Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or other interests, by contract, agreement, obligation, indenture, instrument, lease, promise, arrangement, release, warranty, commitment, undertaking or otherwise. It is expressly agreed that, prior to, at and after the Effective Time, for purposes of this Agreement (a) no member of the SpinCo Group shall be deemed to be an Affiliate of any member of the Parent Group and (b) no member of the Parent Group shall be deemed to be an Affiliate of any member of the SpinCo Group. Agreement shall have the meaning set forth in the Preamble to this Agreement and shall include all amendments, modifications, and changes hereto entered into pursuant to Section 8.17. Ancillary Agreements shall mean all agreements (other than the Separation and Distribution Agreement) entered into by the Parties or the members of their respective Groups (but as to which no Third Party is a party) in connection with the Separation, the Distribution, or the other transactions contemplated by the Separation and Distribution Agreement, including the Transition Services Agreement, the Tax Matters Agreement, this Agreement and the Transfer Documents. Applicable Exchange shall mean the securities exchange as may at the applicable time be the principal market for Parent Shares or SpinCo Shares, as applicable. Assets shall mean, with respect to any Person, the assets, properties, claims and rights (including goodwill) of such Person, wherever located (including in the possession of vendors or other third Persons or elsewhere), of every kind, character and description, whether real, personal or mixed, tangible, intangible or contingent, in each case whether or not recorded or reflected or required to be recorded or reflected on the books and records or financial statements of such Person, including rights and benefits pursuant to any contract, license, permit, indenture, note, bond, mortgage, agreement, concession, franchise, instrument, undertaking, commitment, understanding or other arrangement. Benefit Plan shall mean any contract, agreement, policy, practice, program, plan, trust, commitment or arrangement providing for benefits, perquisites or compensation of any nature from an employer to any Employee, or to any family member, dependent, or beneficiary of any such Employee, including cash or deferred arrangement plans, profit sharing plans, post-employment programs, pension plans, thrift plans, supplemental pension plans, welfare plans, stock option, stock purchase, stock appreciation rights, restricted stock, restricted stock units, performance stock units, other equity-based compensation and contracts, agreements, policies, practices, programs, plans, trusts, commitments and arrangements providing for terms of employment, fringe benefits, severance benefits, change in control protections or benefits, travel and accident, life, accidental death and dismemberment, disability and accident insurance, tuition reimbursement, adoption assistance, travel reimbursement, vacation, sick, personal or bereavement days, leaves of absences and holidays; provided, however, that the term Benefit Plan does not include any government-sponsored benefits, such as workers compensation, unemployment or any similar plans, programs, policies or agreements. COBRA shall mean the U.S. Consolidated Omnibus Budget Reconciliation Act of 1985, as codified at Section 601 et seq. of ERISA and at Section 4980B of the Code. Code shall mean the Internal Revenue Code of 1986, as amended. Distribution shall have the meaning set forth in the Recitals. Distribution Date shall mean the date of the consummation of the Distribution, which shall be determined by the Parent Board in its sole and absolute discretion. Distribution Ratio shall mean a number equal to one-third (1/3). Effective Time shall mean 11:59 p.

Definitions from Employee Matters Agreement

THIS EMPLOYEE MATTERS AGREEMENT (this Agreement), is entered into as of May 11, 2017, by and between MANITEX INTERNATIONAL, INC., a Michigan corporation (Manitex) and A.S.V., LLC, a Minnesota limited liability company (ASV).

Definitions. For purposes of this Agreement, the following terms shall have the following meanings. All capitalized terms used but not defined herein shall have the meanings assigned to them in the Separation Agreement, unless otherwise indicated. Ancillary Agreements shall have the meaning set forth in the Separation Agreement. ASV Benefit Plan means any Benefit Plan sponsored, maintained or contributed to by ASV or to which ASV is a party. ASV Business shall have the meaning set forth in the Separation Agreement. ASV Employee means any individual who is determined by Manitex to be employed, immediately prior to the Effective Time, by ASV and providing services to the ASV Business. ASV General Employee Liabilities means all actual or potential employee-related Liabilities that are incurred on or after the Effective Time in respect of or relating to any ASV Employee or (ii) that are incurred prior to the Effective Time and are ASV Liabilities. ASV Holdings Common Stock means the common stock, $0.001 par value per share, of ASV Holdings. ASV Liabilities shall have the meaning set forth in the Separation Agreement. ASV Welfare Plan means any Welfare Plan sponsored, maintained or contributed to by ASV or to which ASV is a party. Benefit Plan means any plan, program, policy, agreement, arrangement or understanding that is an employment, consulting, deferred compensation, executive compensation, incentive bonus or other bonus, employee pension, profit sharing, savings, retirement, supplemental retirement, stock option, stock purchase, stock appreciation right, restricted stock, restricted stock unit, performance unit, deferred stock unit or other equity-based compensation, severance pay, retention, change in control, salary continuation, life insurance, death benefit, health, hospitalization, workers compensation, welfare benefits, perquisites, sick leave, vacation pay, disability or accident insurance or other employee benefit plan, program, agreement or arrangement, including any employee benefit plan (as defined in Section 3(3) of ERISA), whether or not subject to ERISA. Benefit Plan Transfer Date means, with respect to an applicable ASV Benefit Plan, the date set forth opposite such ASV Benefit Plan in Appendix A, or such other date as determined by Manitex in its sole discretion. COBRA means the U.S. Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and any similar applicable Laws. Code means the Internal Revenue Code of 1986, as amended. Effective Time means the Separation Date under the Separation Agreement. Employment Taxes means all fees, taxes, social insurance payments or similar contributions to a fund of a governmental authority with respect to wages or other compensation. Equity Award Exchange Ratio means the ratio that will be determined by the board of directors of Manitex (or the appropriate committee thereof), in its sole discretion, in a manner designed to preserve the aggregate value of the applicable outstanding equity awards. ERISA means the U.S. Employee Retirement Income Security Act of 1974, as amended. Former ASV Employee means any individual who is determined by Manitex to have been employed, immediately prior to his or her separation from service with ASV, by ASV and to have been providing services to the ASV Business at such time. Former Manitex Employee means any individual who is determined by Manitex to have been employed, immediately prior to his or her separation from service with Manitex, by Manitex and to have been providing services to the Manitex Business at such time. Individual Agreement means an individual employment contract or other similar agreement that specifically pertains to any ASV Employee, Former ASV Employee, Manitex Employee or Former Manitex Employee. Initial Public Offering shall have the meaning set forth in the Separation Agreement. Law shall have the meaning set forth in the Separation Agreement. Liabilities shall have the meaning set forth in the Separation Agreement. For the avoidance of doubt, for purposes of this Agreement, Liabilities shall include the employer-paid portion of any employment and payroll taxes. Manitex Benefit Plan means any Benefit Plan sponsored, maintained or contributed to by any member of the Manitex Group or to which any member of the Manitex Group is a party. Manitex Business shall have the meaning set forth in the Separation Agreement. Manitex Common Stock means the common stock, no par value, of Manitex. Manitex Employee means any individual who is determined by Manitex to be employed, immediately prior to the Effective Time, by Manitex and providing services to the Manitex Business. Manitex Equity Awards means Manitex Restricted Stock Units. Manitex General Employee Liabilities means all actual or potential employee-related Liabilities (i) that are incurred on or after the Effective Time in respect of or relating to any Manitex Employee or (ii) that are incurred prior to the Effective Time, including with respect to any

Definitions from Asset Purchase Agreement

THIS ASSET PURCHASE AGREEMENT (this Agreement) is made as of May 4, 2017 (the Effective Date), by and among CWI, Inc., a Kentucky corporation (Buyer), and Gander Mountain Company, a Minnesota corporation (Company), and certain of its Subsidiaries set forth on Annex A hereto (collectively, Sellers and each individually a Seller). Capitalized terms used herein and not otherwise defined herein have the meaning set forth in Article I.

Definitions. For purposes of this Agreement, the following terms have the meanings specified or referenced below. Accounts Receivable means any and all accounts receivable, notes receivable and other amounts receivable owed, or that may become owed, to Sellers (whether current or non-current), together with all security or collateral therefor and any interest or unpaid financing charges accrued thereon, including all Claims pertaining to the collection of amounts payable, or that may become payable, to Sellers with respect to products sold or services performed on or prior to the Closing Date, including Credit Card Receivables. Acquired Assets shall have the meaning set forth in Section 2.1. Acquired Intellectual Property shall mean (a) the Transferred Intellectual Property owned by Sellers, all goodwill of the Business associated therewith or symbolized thereby, all rights to sue or otherwise recover for past, present, and future infringements, dilutions, misappropriations and other violations thereof, all rights of priority associated with the foregoing, and all other rights accruing thereunder or pertaining thereto throughout the world, and (b) the Transferred License Agreements held by Sellers and included in the Assigned Agreements. Acquired Store Employees means, collectively, each individual who is employed by the Sellers (a) at Closing Date Acquired Stores or Closing Date Business Properties (each such person, a Closing Date Acquired Store Employee), or (b) at Stores or Business Properties subject to Real Property Leases that are assumed and assigned to Buyer after the Closing Date in connection with the exercise of the Designation Rights (each such person, a Subsequent Acquired Store Employee). Acquired Stores means the stores identified in Schedule 1.1(a) (as may be amended and restated pursuant to Section 7.8). Affiliate means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with, such other Person. For purposes of this definition, control when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms controlling and controlled have correlative meanings. Agreement shall have the meaning set forth in the Preamble. Allocation Schedule shall have the meaning set forth in Section 3.5(a). Alternative Transaction means any transaction (or series of transactions) involving the direct or indirect sale, transfer or other disposition of all, or a material portion of, the Acquired Assets (excluding, in each foregoing case, the sale of inventory by Sellers conducted in the Ordinary Course of Business or pursuant to the Consulting Agreement or the Liquidation Agreement) to a purchaser or purchasers other than Buyer or effecting any other transaction (including a chapter 11 plan) the consummation of which would be substantially inconsistent with the transaction contemplated by this Agreement. Assigned Agreements means the Assigned Real Property Leases, the Transferred License Agreements and any other Contracts, in each case, listed or described in Schedule 1.1(b) (as may be amended and restated pursuant to Section 7.5 and Section 7.8, as applicable). Assigned Real Property Leases means all leases, subleases, licenses and other use or occupancy Contracts pursuant to which any of the Sellers leases, subleases, licenses, uses or otherwise occupies any real property of any Acquired Store or other Business Property. Assumed Liabilities shall have the meaning set forth in Section 2.3. Auction shall mean the auction contemplated by the Bidding Procedures Order. Avoidance Actions means any and all claims and causes of action of Sellers arising under the Bankruptcy Code or similar federal, state or local laws, including under Chapter 5 of the Bankruptcy Code and similar state laws, excluding claims against insiders (as such term is defined in the Bankruptcy Code). Backup Bidder shall have the meaning set forth in the Bidding Procedures. Bankruptcy Cases shall have the meaning set forth in the Recitals. Bankruptcy Code means Title 11 of the United States Code, Sections 101 et seq. Bankruptcy Court shall have the meaning set forth in the Recitals. Bidding Procedures means the bidding procedures approved by the Bankruptcy Court pursuant to the Bidding Procedures Order. Bidding Procedures Order means the Order (I) Approving Bidding Procedures in Connection with the Sale of Substantially All of the Debtors Assets, (II) Approving the Break-Up Fee, (III) Approving the Form and Manner of Notice, and (IV) Setting Further Hearing on Approval of Sale [Docket No. 301] entered in the Bankruptcy Cases. Business means, collectively, the (i) online retail businesses of the Sellers operated through the websites www.overtons.com and www.gandermountain.com; (ii) the direct mail retail businesses of the Sellers operated t

Definitions

As you are aware, the term of your employment agreement ends on March 31, 2017. I am pleased to extend you an offer to continue your employment with Navigant Consulting, Inc. (Navigant) as its Executive Vice President, General Counsel and Secretary, reporting directly to the Chief Executive Officer of Navigant. This letter (this Agreement) outlines certain terms of your continued employment should you choose to accept this offer.

Definitions. The following terms used in this Exhibit shall have the following meanings: Base Salary means Executives annual rate of base salary in effect immediately prior to the Termination Date (or, in the event of a Constructive Termination of Employment, the annual rate of base salary in effect immediately prior to the event giving rise to the Constructive Termination of Employment if such annual base salary is higher than the annual base salary in effect immediately prior to the Termination Date). Board means the Board of Directors of Navigant. Business Protection Agreement means Executives Executive Officer Business Protection and Arbitration Agreement with Navigant (and any other similar agreement with Navigant with respect to Executives confidentiality, non-competition or non-solicitation obligations to Navigant). Cause means Executives willful misconduct, dishonesty or other willful actions (or willful failures to act) which are materially and demonstrably injurious to the Company, or a material breach by Executive of one or more terms of any agreement between Executive and the Company, which shall include Executives habitual neglect of the material duties required of Executive under such agreement, in each case as determined by the Board; provided, however, in order to terminate Executives employment for Cause, Navigant must provide Executive with written notice specifying the conduct alleged to have constituted Cause and, if curable, Executive shall have 30 calendar days after receipt of such notice to cure the matters specified in the notice. For purposes of this definition, no act or failure to act on the part of Executive shall be considered willful unless it is done, or omitted to be done, by Executive in bad faith or without reasonable belief that Executives action or omission was in the best interests of the Company. Any act, or failure to act, based upon express authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall be presumed to be done, or omitted to be done, by Executive in good faith and in the best interests of the Company. In addition, Executives employment shall be deemed to have terminated for Cause if, within six months after the Termination Date, based on facts and circumstances discovered after Executives employment has terminated, the Board determines in good faith after appropriate investigation that Executive committed an act prior to the Termination Date that would have justified a termination for Cause. Change in Control shall have the meaning set forth in the Navigant Consulting, Inc. Amended and Restated 2012 Long-Term Incentive Plan, as in effect on the date hereof. COBRA means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended from time to time, and the regulations promulgated thereunder. Code means the Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated thereunder. Company means, collectively, Navigant and its subsidiaries. Constructive Termination of Employment means the occurrence of any of the following events or conditions without Executives express written consent: (a) a material diminution in Executives Base Salary (excluding a reduction in compensation similarly affecting all or substantially all of the Companys executive officers); (b) a material diminution in Executives authority, duties or responsibilities; (c) relocation of Executives base office to an office that is more than 50 miles from Executives base office prior to such relocation; or (d) the failure of Navigant to obtain the assumption of the terms set forth herein by any successors as contemplated in Paragraph 10(c) below; provided that, Executive must notify Navigant of his or her intention to terminate his or her employment by written notice in accordance with Paragraph 10(a) hereof; provided, further, that (i) such notice shall be provided to the Board within 90 calendar days of the initial existence of such event, (ii) Navigant shall have 30 calendar days to cure such event after receipt of such notice, and (iii) if uncured, Executive shall terminate his or her employment within six months following the initial existence of such event. Disability means the absence of Executive from Executives duties with the Company for 120 consecutive calendar days, or a total of 180 calendar days in any 12-month period, as a result of incapacity due to mental or physical illness that is determined to be total and permanent by a physician jointly selected by Navigant and Executive or Executives legal representative, or, if the parties cannot agree on the selection of such physician then each shall choose a physician and the two physicians shall jointly select a physician to make such binding determination. Qualifying Termination of Employment means a termination of Executives employment by the Company for reasons other than the following: (a) a termination of employment for Cause; (b) Executiv

Definitions from Agreement and Plan of Merger

AGREEMENT AND PLAN OF MERGER (this Agreement) dated as of April 25, 2017, by and among AdvancePierre Foods Holdings, Inc., a Delaware corporation (the Company), Tyson Foods, Inc., a Delaware corporation (Parent), and DVB Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (Merger Sub).

Definitions. a) As used herein, the following terms have the following meanings: 1933 Act means the Securities Act of 1933. 1934 Act means the Securities Exchange Act of 1934. Acquisition Proposal means, other than the transactions contemplated by this Agreement, any Third-Party offer, proposal or inquiry relating to, in a single transaction or a series of related transactions, (i) any acquisition or purchase, direct or indirect, of assets representing 15% or more of the consolidated assets of the Company, or 15% or more of any class of equity or voting securities of the Company or any of its Subsidiaries whose assets, individually or in the aggregate, constitute 15% or more of the consolidated assets of the Company, (ii) any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in any Third Party beneficially owning 15% or more of any class of equity or voting securities of the Company or any of its Subsidiaries whose assets, individually or in the aggregate, constitute 15% or more of the consolidated assets of the Company or (iii) a merger, consolidation, share exchange, business combination, sale of substantially all of the assets, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving the Company or any of its Subsidiaries whose assets, individually or in the aggregate, constitute 15% or more of the consolidated assets of the Company. Action means any action, suit, investigation, audit (including Tax audit), litigation, arbitration, mediation, complaint, claim (including any crossclaim or counterclaim), enforcement action or proceeding (including any civil, criminal, administrative, investigative or appellate proceeding). Affiliate means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with such Person. Applicable Law means, with respect to any Person, any federal, state, local or foreign law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, permit, injunction, judgment, decree, ruling or other similar requirement enacted, adopted, promulgated or applied by a Governmental Authority that is binding on or applicable to such Person. Business Day means a day, other than Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by Applicable Law to close. COBRA means the Consolidated Omnibus Budget Reconciliation Act of 1985. Code means the Internal Revenue Code of 1986. Collective Bargaining Agreement means any written or oral agreement, memorandum of understanding or other contractual obligation between the Company or any of its Subsidiaries and any labor organization or other authorized employee representative representing Service Providers. Company 10-K means the Companys annual report on Form 10-K for the fiscal year ended December 31, 2016. Company Balance Sheet means the audited consolidated balance sheet of the Company as of the Company Balance Sheet Date and the footnotes thereto set forth in the Company 10-K. Company Balance Sheet Date means December 31, 2016. Company Disclosure Schedule means the disclosure schedule dated the date hereof regarding this Agreement that has been provided by the Company to Parent and Merger Sub. Company Employee means, as of any time, any employee of the Company or any of its Subsidiaries. Company Material Adverse Effect means any event, circumstance, change, occurrence, development or effect that has or would reasonably be expected to result in a material adverse change in, or material adverse effect on, (a) the financial condition, business, assets, liabilities or results of operations of the Company and its Subsidiaries, taken as a whole, or (b) the ability of the Company to consummate the transactions contemplated hereby on or before the End Date; provided, however, that for purposes of clause (a) a Company Material Adverse Effect shall not include any event, circumstance, change, occurrence, development or effect to the extent arising after the date hereof and resulting from or arising in connection with (i) conditions generally affecting the industries in which the Company and its Subsidiaries operate, (ii) general economic, political or financial or securities market conditions, (iii) the announcement of this Agreement or the pendency of the transactions contemplated hereby (including any resulting loss or departure of officers or other employees of the Company or any of its Subsidiaries, or the termination, reduction (or potential reduction) or any other resulting negative development in the Companys or any of its Subsidiaries relationships with any of its customers, suppliers, distributors or other business partners), (iv) natural disasters, acts of war, terrorism or sabotage, military actions or the escalation thereof, earthquakes, hurricanes, tornadoes or other natural disasters or other force majeure events,