30% Uses in Definitions Clause

Definitions from Deferred Compensation Plan

On Assignment, Inc., a Delaware corporation (the "Company"), establishes the On Assignment, Inc. Deferred Compensation Plan (the "Plan") effective June 1, 2017 (the "Effective Date").

Definitions. 2.1Account. Account means one or more bookkeeping accounts maintained by the Committee to record the payment obligation of a Participating Employer to a Participant as determined under the terms of the Plan. The Committee may maintain an Account to record the total obligation to a Participant, and component Accounts to reflect amounts payable at different times and in different forms. Reference to an Account means any such Account established by the Committee, as the context requires. Accounts are intended to constitute unfunded obligations within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA.2.2Account Balance. Account Balance means, with respect to any Account, the total payment obligation owed to a Participant from such Account as of the most recent Valuation Date.2.3Adopting Employer. Adopting Employer means an Affiliate who, with the consent of the Company, has adopted the Plan for the benefit of its Eligible Employees.2.4Affiliate. Affiliate means any corporation, trade or business that, together with the Company, is treated as a single employer under Code Section 414(b) or (c).2.5Bonus. Bonus means any cash compensation, other than Salary and any Long-Term Incentive Plan Compensation, for services performed by a Participant for a Service Recipient during the applicable Plan Year (or applicable Plan Years), whether or not paid in such Participant's Plan Year or included on the federal income tax form W-2 for such Plan Year (or Plan Years), payable to a Participant under any Employer's annual, semi-annual, or quarterly bonus plans, excluding any amounts that may be payable with respect to any long-term incentive plans, stock options, stock appreciation rights, and/or restricted stock. Bonus shall be calculated before any reduction for compensation voluntarily deferred or contributed by the Participant pursuant to any qualified or nonqualified plans of any Employer, other than any cafeteria plan of any Employer maintained pursuant to Code Section 125. The Committee, in its discretion, will specify the types of bonuses that may be deferred under the Plan.2.6Beneficiary. Beneficiary means a natural person, estate, or trust designated by a Participant to receive payments to which a Beneficiary is entitled upon the death of a Participant in accordance with the provisions of the Plan.2.7Board of Directors. Board of Directors means the board of directors of the Company. 2.8Business Day. Business Day means each day on which the New York Stock Exchange is open for business.2.9Change in Control. Change in Control means the occurrence of a "change in the ownership," a "change in the effective control" or a "change in the ownership of a substantial portion of the assets" of a corporation, as determined in accordance with this Section. In order for an event described below to constitute a Change in Control with respect to a Participant, except as otherwise provided in part (b)(ii) of this Section, the applicable event must relate to the Company, the corporation for which the Participant is providing services, the corporation that is liable for payment of the Participant's Account Balance (or all corporations liable for payment if more than one), as determined in accordance with Treas. Reg. SS1.409A-3(i)(5)(ii)(A)(2), or such other corporation as is determined in accordance with Treas. Reg. SS1.409A-3(i)(5)(ii)(A)(3).In determining whether an event shall be considered a "change in the ownership," a "change in the effective control" or a "change in the ownership of a substantial portion of the assets" of a corporation, the following provisions shall apply:(a)A "change in the ownership" of the applicable corporation shall occur on the date on which any one person, or more than one person acting as a group, acquires ownership of stock of such corporation that, together with stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of such corporation, as determined in accordance with Treas. Reg. SS1.409A-3(i)(5)(v). If a person or group is considered either to own more than 50% of the total fair market value or total voting power of the stock of such corporation, or to have effective control of such corporation within the meaning of part (b) of this Section, and such person or group acquires additional stock of such corporation, the acquisition of additional stock by such person or group shall not be considered to cause a "change in the ownership" of such corporation.(b)A "change in the effective control" of the applicable corporation shall occur on either of the following dates:(i)The date on which any one person, or more than one person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of such corporation possessing 30% or more of the total voting power of the stock of such corporation, as determined in accordance

Definitions from Credit Agreement

This Credit Agreement, dated as of June 20, 2017 (as amended, restated, supplemented or otherwise modified from time to time, this Agreement), is among Regional Management Receivables II, LLC, a Delaware limited liability company, as borrower (the Borrower), Regional Management Corp., a Delaware corporation (Regional Management), as servicer (the Servicer), the lenders from time to time parties hereto (the Lenders), the agents for the Lender Groups (as defined herein) from time to time parties hereto (the Agents), Wells Fargo Bank, National Association (Wells Fargo Bank), as administrative agent for the Lenders (in such capacity, the Administrative Agent), Credit Suisse AG, New York Branch, as structuring and syndication agent (in such capacity, the Structuring and Syndication Agent), and Wells Fargo Bank, acting through its Corporate Trust Services division, as account bank (in such capacity, the Account Bank), Image File Custodian (in such capacity, the Image File Custodian) and back

Definitions. Whenever used herein, unless the context otherwise requires, the following words and phrases shall have the following meanings: Account Bank means a Qualified Institution approved by the Administrative Agent that is holding the Accounts, which initially shall be Wells Fargo Bank. Account Bank Fee means $2,000 per month. Account Collateral means the Accounts, together with all cash, securities, financial assets (as defined in Section 8-102(a)(9) of the UCC) and investments and other property from time to time deposited or credited to the Collection Account and the Reserve Account and all proceeds thereof. Account Control Agreement means the Account Control Agreement relating to the Accounts, dated as of the Closing Date, among the Borrower, the Servicer, the Administrative Agent and the Account Bank. Accounts mean the Collection Account and the Reserve Account. Additional Amount has the meaning given to such term in Section 2.14(a). Additional Deposit Accounts mean the deposit accounts governed by the Wells Fargo Deposit Account Control Agreement. Administrative Agent has the meaning given to such term in the Preamble. Advisors means accountants, attorneys, consultants, advisors, credit enhancers, liquidity providers and Persons similar to the foregoing and the respective directors, officers, employees and managers of each of the foregoing. Affected Party means the Administrative Agent, any Lender, any Credit Provider or any of their respective Affiliates. Affiliate means, with respect to a Person, any other Person controlling, controlled by or under common control with such Person. For purposes of this definition, control when used with respect to any specified 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 or controlled have meanings correlative to the foregoing. Agent means the agent for a particular Lender Group and Agents means all agents for all Lender Groups. Aggregate Commitment means, as of any day, the sum of the Class A Aggregate Commitment and the Class B Aggregate Commitment. Aggregate Unpaids means, as of any date, an amount equal to the sum of (without duplication) (i) the Loans Outstanding, (ii) all accrued but unpaid Interest and (iii) all Unused Commitment Fees, Hedge Breakage Costs and other Obligations owed (whether due or accrued) by the Borrower to the Secured Parties, the Administrative Agent, the Backup Servicer, the Image File Custodian, the Account Bank and the Third Party Allocation Agent under this Agreement and the other Basic Documents. Agreement has the meaning given to such term in the Preamble. Alternative Rate means, with respect to any Loan and an Interest Period, an interest rate per annum equal to LIBOR; provided, however, that the Alternative Rate shall be the Base Rate if at the time such rate is selected the relevant Lender has notified the Administrative Agent that a LIBOR Disruption Event has occurred. Amortization Period means the period commencing on the Revolving Period Termination Date and ending on the day on which the Loans Outstanding are reduced to zero and all other Aggregate Unpaids have been paid in full. Annual Percentage Rate or APR means, with respect to a Receivable, the rate per annum of finance charges stated in such Receivable as the annual percentage rate (within the meaning of the Federal Truth-in-Lending Act). If, after the Closing Date, the rate per annum with respect to a Receivable as of the related Cutoff Date is reduced (i) as a result of an Insolvency Proceeding involving the related Obligor or (ii) pursuant to the Servicemembers Civil Relief Act or similar State law, Annual Percentage Rate or APR shall refer to such reduced rate. Annualized Charge-off Ratio means, with respect to any Determination Date and the related Collection Period, the product of (i) 12 and (ii) the percentage equivalent of a fraction, (a) the numerator of which is the aggregate outstanding Principal Balance (determined for this purpose, with respect to any Defaulted Receivable, as if such Receivable was not a Defaulted Receivable) of all Receivables that have become Defaulted Receivables during such Collection Period and (b) the denominator of which is the Eligible Receivables Principal Balance as of the first day of such Collection Period. Anti-Corruption Laws means the U.S. Foreign Corrupt Practices Act, the UK Bribery Act, the Canadian Corruption of Foreign Public Officials Act or any other law, rule, or regulation of any jurisdiction applicable to each of the Borrower, the Servicer and their respective Affiliates from time to time concerning or relating to bribery or corruption. Anti-Money Laundering Laws means applicable laws or regulations in any jurisdiction in which each of the Borrower, the Servicer and their respective Affiliates is located or doing business that relates to money laundering, any predic

Definitions from Incentive Compensation Plan

Definitions. As used in the Plan or in any instrument governing the terms of any Incentive Award, the following definitions apply to the terms indicated below: (a) "Affiliate" means, with respect to a specified Person, a Person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the specified Person. (b) "Award Agreement" means a written agreement, in a form determined by the Committee from time to time, entered into by each Participant and the Company, evidencing the grant of an Incentive Award under the Plan. (c) "Board of Directors" means the Board of Directors of OSG. (d) "Cash Incentive Award" means an award granted to a Participant pursuant to Section 8 of the Plan. (e) "Change in Control" means (i) any one Person, or more than one Person acting as a group (as defined under Treasury Regulation SS 1.409A-3(i)(5)(v)(B)), other than OSG or any employee benefit plan sponsored by OSG, acquires ownership of stock of OSG that, together with stock held by such Person or group, constitutes more than fifty percent (50%) of the total fair market value or total Voting Power of the stock of OSG; or (ii) any one Person, or more than one Person acting as a group (as defined under Treasury Regulation SS 1.409A-3(i)(5)(v)(B)) other than OSG or any employee benefit plan sponsored by OSG acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such Person or Persons) ownership of stock of OSG possessing thirty percent (30%) or more of the total Voting Power of the stock of OSG; or (iii) a majority of members of the Board of Directors is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board of Directors before the date of each appointment or election; or (iv) any one Person, or more than one Person acting as a group (as defined in Treasury Regulation SS 1.409A- 3(i)(5)(v)(B)) acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such Person or Persons) assets from the Company that have a total gross fair market value equal to or more than forty percent (40%) of the total gross fair market value of all of the assets of the Company immediately before such acquisition or acquisitions. For purposes of subsection (iv), gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. The foregoing subsections (i) through (iv) shall be interpreted in a manner that is consistent with the Treasury Regulations promulgated pursuant to Section 409A of the Code so that all, and only, such transactions or events that could qualify as a "change in control event" within the meaning of Treasury Regulation SS1.409A-3(i)(5)(i) will be deemed to be a Change in Control for purposes of this Plan. (f) "Code" means the Internal Revenue Code of 1986, as amended from time to time, and all regulations, interpretations and administrative guidance issued thereunder. (g) "Committee" means the Compensation Committee of the Board of Directors or such other committee as the Board of Directors shall appoint from time to time to administer the Plan and to otherwise exercise and perform the authority and functions assigned to the Committee under the terms of the Plan. (h) "Common Stock" means OSG's Class A common stock, $0.01 par value per share, or any other security into which the common stock shall be changed pursuant to the adjustment provisions of Section 9 of the Plan. (i) "Company" means Overseas Shipholding Group, Inc. and all of its Subsidiaries, collectively. (j) "Deferred Compensation Plan" means any plan, agreement or arrangement maintained by the Company from time to time that provides opportunities for deferral of compensation. (k) "Effective Date" means the date the Plan is adopted. (l) "Employment" means the period during which an individual is classified or treated by the Company as a non-employee director of the Company. (m) "Exchange Act" means the Securities Exchange Act of 1934, as amended. (n) "Fair Market Value" means, with respect to a share of Common Stock, as of the applicable date of determination or if the exchange is not open for trading on such date, the immediately preceding day on which the exchange is open for trading, the closing price as reported on the date of determination on the principal securities exchange on which shares of Common Stock are then listed or admitted to trading (the "Securities Exchange"). In the event that the price of a share of Common Stock shall not be so reported, the Fair Market Value of a share of Common Stock shall be determined by the Committee in its sole discretion taking into account the requirements of Section 409A of the Code. (o) "Incentive Award" means one or more Stock Incentive Awards and/or Cash Incentive Awards, colle

DEFINITIONS from License Agreement

THIS LICENSE AGREEMENT (this Agreement) is made as of April 25, 2013, (Effective Date), by and between KINEX PHARMACEUTICALS, INC., a corporation organized and existing under the laws of the State of Delaware and having its principal office at 701 Ellicott Street, Buffalo, New York 14203, USA (Kinex) and ZENRX LIMITED, a corporation existing under the laws of New Zealand and having its principal office at 156 Frederick Street, PO Box 1777, Dunedin 9054, New Zealand (ZenRx).

DEFINITIONS. Unless specifically set forth to the contrary herein, the following terms, whether used in the singular or plural, shall have the respective meanings set forth below: 1.1 Act means the United States Food, Drug, and Cosmetic Act of 1938, as amended, and the rules and regulations promulgated thereunder, or any successor act, as the same shall be in effect from time to time. *** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission. 1.2 Affiliate means with respect to a Party (a) any corporation or business entity of which more than fifty percent (50%) of the securities or other ownership interests representing the equity, the voting stock or general partnership interest are owned, controlled or held, directly or indirectly, by a Party; (b) any corporation or business entity which, directly or indirectly, owns, controls or holds more than fifty percent (50%) (or the maximum ownership interest permitted by law) of the securities or other ownership interests representing the equity, voting stock or general partnership interest of a Party; (c) any corporation or business entity of which, directly or indirectly, an entity described in the immediately preceding subsection (b) controls or holds more than fifty percent (50%) (or the maximum ownership interest permitted by law) of the securities or other ownership interests representing the equity, voting stock or general partnership interest of such corporation or entity; or (d) any corporation or business entity of which a Party has the right to acquire, directly or indirectly, more than fifty percent (50%) of the securities or other ownership interests representing the equity, voting stock or general partnership interest thereof. 1.3 Agreement Term has the meaning set forth in Section 8.1(a). 1.4 Breaching Party has the meaning set forth in Section 8.2(b). 1.5 Business Day means any calendar day, except that if an activity to be performed or an event to occur falls on a Saturday, Sunday or a day which is recognized as a national holiday in the place of performance of an applicable activity or occurrence of an applicable event, then the activity may be performed or the event may occur on the next day that is not a Saturday, Sunday or nationally recognized holiday. *** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission. 1.6 Calendar Quarter means for each Calendar Year, each of the three (3) month periods ending on March 31, June 30, September 30 and December 31; provided, however, (i) that the first Calendar Quarter of any period specified under this Agreement shall extend from the commencement of such period to the end of the first complete Calendar Quarter thereafter; and (ii) the last Calendar Quarter shall end upon the expiration or termination of this Agreement. 1.7 Calendar Year means, for the year of execution of this Agreement, the period commencing on the Effective Date and ending on December 31, 2013, and for each year thereafter, each successive period beginning on January 1 and ending twelve (12) consecutive calendar months later on December 31. 1.8 CFR means the United States Code of Federal Regulations. 1.9 cGMP means current good manufacturing practices. 1.10 Claims has the meaning set forth in Section 9.2. 1.11 Clinical Study(ies) means any clinical study of a Licensed Product conducted on humans. 1.12 Commercialize or Commercialization means promotion, marketing, sale, supply, manufacture, import, export and distribution of Licensed Products, including any educational or pre-launch activities. 1.13 Commercially Reasonable Efforts means exerting such efforts and employing such resources as would normally be exerted or employed by a Party for its other drug candidates and pharmaceutical products of a comparable stage of development and commercial potential; and for this Agreement, with respect to Regulatory Approval and First Commercial Sale of Licensed Product, means (i) Completion by ZenRx of one or more Clinical Study(ies) in New Zealand with a minimum of eighty *** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission. (80) patients (and projected to be up to one hundred twenty (120) patients for Clinical Studies for both Oraxol and Oratecan) within four (4) years after the approval of the study plan approved by the Steering Committee (Clause 3.2), (ii) filing of an application for Regulatory Approval in New Zealand within four (4) years after the approval of the study plan approved by the Steering Committee (Clause 3.2), and filing of an application for Regulatory Approval in Australia within 12 months of receiving the US or EU application dossier, (iii) achieving First Comme

DEFINITIONS from License Agreement

THIS LICENSE AGREEMENT (this Agreement) is made as of May 6th, 2012, by and between KINEX PHARMACEUTICALS, LLC, a limited liability company organized and existing under the laws of the State of Delaware USA and having its principal office at 701 Ellicott Street, Buffalo, New York 14203, USA (Kinex) and GUANGZHOU XIANGXUE NEW DRUG DISCOVERY AND DEVELOPMENT COMPANY LIMITED, a Chinese company existing under the laws of China and having its principal office at 2 Jinfengyuan Road, Guangzhou, CHINA 510663 (XPH).

DEFINITIONS. Unless specifically set forth to the contrary herein, the following terms, whether used in the singular or plural, shall have the respective meanings set forth below: 1.1 Act means the United States Food, Drug, and Cosmetic Act of 1938, as amended, and the rules and regulations promulgated thereunder, or any successor act, as the same shall be in effect from time to time. *** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission. 1.2 Affiliate means with respect to a Party (a) any corporation or business entity of which more than fifty percent (50%) of the securities or other ownership interests representing the equity, the voting stock or general partnership interest are owned, controlled or held, directly or indirectly, by a Party; (b) any corporation or business entity which, directly or indirectly, owns, controls or holds more than fifty percent (50%) (or the maximum ownership interest permitted by law) of the securities or other ownership interests representing the equity, voting stock or general partnership interest of a Party; (c) any corporation or business entity of which, directly or indirectly, an entity described in the immediately preceding subsection (b) controls or holds more than fifty percent (50%) (or the maximum ownership interest permitted by law) of the securities or other ownership interests representing the equity, voting stock or general partnership interest of such corporation or entity; or (d) any corporation or business entity of which a Party has the right to acquire, directly or indirectly, more than fifty percent (50%) of the securities or other ownership interests representing the equity, voting stock or general partnership interest thereof 1.3 Agreement Term has the meaning set forth in Section 9.1(a). 1.4 Breaching Party has the meaning set forth in Section 9.2(b). 1.5 Business Day means any calendar day, except that if an activity to be performed or an event to occur falls on a Saturday, Sunday or a day which is recognized as a national holiday in the place of performance of an applicable activity or occurrence of an applicable event, then the activity may be performed or the event may occur on the next day that is not a Saturday, Sunday or nationally recognized holiday. *** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission. 1.6 Calendar Quarter means for each Calendar Year, each of the three (3) month periods ending on March 31, June 30, September 30 and December 31; provided, however, that (i) the first Calendar Quarter of any period specified under this Agreement shall extend from the commencement of such period to the end of the first complete Calendar Quarter thereafter; and (ii) the last Calendar Quarter shall end upon the expiration or termination of this Agreement. 1.7 Calendar Year means, for the first Calendar Year, the period commencing on the Effective Date and ending on December 31, 2012, and for each year thereafter, each successive period beginning on January 1 and ending twelve (12) consecutive calendar months later on December 31. 1.8 CFR means the United States Code of Federal Regulations. 1.9 cGMP means current good manufacturing practices. 1.10 Claims has the meaning set forth in Section 10.2. 1.11 Clinical Studies means any clinical studies of a Licensed Product conducted on humans. 1.12 Commercialize or Commercialization means promotion, marketing, sale, supply, manufacture, import, export and distribution of Licensed Products, including any educational or prelaunch activities. 1.13 Commercially Reasonable Efforts means exerting such efforts and employing such resources as would normally be exerted or employed by a Party for its other drug candidates and pharmaceutical products of a comparable stage of development and commercial potential and this includes all the milestones described in Article 4. *** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission. 1.14 Completion means, with respect to any Clinical Study, the completion of treatment for the necessary number of patients required by the applicable protocol and completion of the statistical analysis of the study data. 1.15 Compound means KX-02 (also known as KX2- 361) that cannot be developed, manufactured, used, sold, offered for sale, or imported without infringing one or more valid claims of the Intellectual Property related to the Compound and the Licensed Product, as diagrammed on Schedule 1.1 attached hereto, and any pharmaceutically acceptable salts, hydrates, solvates, and prodrugs of the foregoing, or mixtures thereof. 1.16 Control means possession of the ability to grant the rights and licenses as provided for here

DEFINITIONS from Incentive Plan

Purpose. The purpose of this Coty Inc. Equity and Long-Term Incentive Plan is to promote the interests of Coty Inc. and its shareholders by (i) attracting and retaining exceptional executive personnel and other key employees of the Company and its Affiliates; (ii) motivating such employees by means of performance-related incentives to achieve long-range performance goals; and (iii) enabling such employees to participate in the long-term growth and financial success of the Company.

DEFINITIONS. Whenever used in the Plan, the following terms have the meanings set forth below:2.1"Affiliate" means any entity (i) that, directly or indirectly, is controlled by the Company, or in which the Company has a significant equity interest, and (ii) as to which the Company is an "eligible issuer of service recipient stock" within the meaning of Treas. Reg. 1.409A-1(b)(5)(iii)(E), in any such case as determined by the Committee.2.2"Applicable Fraction" means a fraction, the numerator of which is the number of days elapsed from the Grant Date of an Award to the date of the Participant's termination of Service and the denominator of which is the number of days between the Grant Date and the date the Award was scheduled to become exercisable or otherwise vest.2.3"Award" means a grant under the Plan to a Participant of a Stock Option, Stock Appreciation Right, Restricted Stock Award, Restricted Stock Unit, Performance Award, or Other Stock-Based Award.2.4"Board" means the Board of Directors of the Company.2.5"Business Day" means any day other than a Saturday, Sunday, or legal holiday, or a day on which the national securities exchange that constitutes the principal market for the Shares is closed.2.6"Cause" has the meaning set forth in any employment, severance or other agreement between the Company or an Affiliate and the Participant. If there is no employment, severance or other agreement between the Company or an Affiliate and the Participant, or if such agreement does not define "Cause," then "Cause" shall mean the occurrence of any of the following, as determined by the Committee in its sole discretion:(a)a Participant's willful and continued failure substantially to perform his or her duties (other than as a result of total or partial incapacity due to physical or mental illness or as a result of termination by such Participant for Good Reason), which failure continues for more than 30 days after receipt by the Participant of written notice setting forth the facts and circumstances identified by the Company as constituting adequate grounds for termination under this clause (a);(b)any willful act or omission by a Participant constituting dishonesty, fraud or other malfeasance, and any act or omission by a Participant constituting immoral conduct, which in any such case is injurious to the financial condition or business reputation of the Company or any of its Affiliates;(c)a Participant's indictment for a felony under the laws of the United States or any state thereof or any other jurisdiction in which the Company conducts business; or(d)a Participant's breach of any nonsolicitation, noncompetition, confidentiality, or other restrictive covenant by which he or she is bound.For purposes of this definition, no act or failure to act shall be deemed "willful" unless effected by a Participant not in good faith and without a reasonable belief that such action or failure to act was in or not opposed to the Company's best interests.2.7 "Change in Control" means the occurrence of any of the following:(a)Any Person or "group" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) that is not the Majority Shareholder is or becomes the "beneficial owner" (as defined below), directly or indirectly, of securities representing either (i) more than 50% of the combined voting power of the Company's then outstanding securities, or (ii) 20% or more of the combined voting power of the Company's then outstanding securities at a time when the Majority Shareholder hold less than 30% of such combined voting power. For purposes of this clause (a), "beneficial owner" has the meaning given that term in Rule 13d-3 under the Exchange Act, except that a Person shall be deemed to be the "beneficial owner" of all shares that any such Person has the right to acquire pursuant to any agreement or arrangement or upon exercise of conversion rights, warrants, options or otherwise, without regard to the 60-day period referred to in such Rule;(b)Individuals who constitute the Board on the First Restatement Effective Date (the "Incumbent Board") cease for any reason to constitute at least a majority thereof, provided, that any Person becoming a director subsequent to such date whose election, or nomination for election by the Company's shareholders, was approved by a vote of at least three-quarters of the directors then comprising the Incumbent Board shall be, for purposes of this clause (b), considered as though such Person were a member of the Incumbent Board; and provided, further, that this clause (b) shall not apply as long as the Majority Shareholder is the beneficial owner of a majority of voting power of the Company's outstanding securities;(c)The Majority Shareholder enters into any joint venture, joint operating arrangement, partnership, standstill agreement or other arrangement similar to any of the foregoing with any other Person or group, pursuant to which such Person or group assumes significant operational or managerial c

DEFINITIONS from Incentive Plan

Purpose. The purpose of this Coty Inc. Long-Term Incentive Plan is to promote the interests of Coty Inc. and its shareholders by (i) attracting and retaining exceptional executive personnel and other key employees of the Company and its Affiliates; (ii) motivating such employees by means of performance-related incentives to achieve long-range performance goals; and (iii) enabling such employees to participate in the long-term growth and financial success of the Company.

DEFINITIONS. Whenever used in the Plan, the following terms have the meanings set forth below: 2.1"Affiliate" means any entity (i) that, directly or indirectly, is controlled by the Company, or in which the Company has a significant equity interest, and (ii) as to which the Company is an "eligible issuer of service recipient stock" within the meaning of Treas. Reg. 1.409A-1(b)(5)(iii)(E), in any such case as determined by the Committee. 2.2"Applicable Fraction" means a fraction, the numerator of which is the number of days elapsed from the Grant Date of an Award to the date of the Participant's termination of Service and the denominator of which is the number of days between the Grant Date and the date the Award was scheduled to become exercisable or otherwise vest. 2.3"Award" means a grant under the Plan to a Participant of a Stock Option, Restricted Stock Award, or Other Stock-Based Award. 2.4"Board" means the Board of Directors of the Company. 2.5"Business Day" means any day other than a Saturday, Sunday, or legal holiday, or a day on which the national securities exchange that constitutes the principal market for the Shares is closed. 2.6"Cause" has the meaning set forth in any employment, severance or other agreement between the Company or an Affiliate and the Participant. If there is no employment, severance or other agreement between the Company or an Affiliate and the Participant, or if such agreement does not define "Cause," then "Cause" shall mean the occurrence of any of the following, as determined by the Committee in its sole discretion:(a)a Participant's willful and continued failure substantially to perform his or her duties (other than as a result of total or partial incapacity due to physical or mental illness or as a result of termination by such Participant for Good Reason), which failure continues for more than 30 days after receipt by the Participant of written notice setting forth the facts and circumstances identified by the Company as constituting adequate grounds for termination under this clause (a);(b)any willful act or omission by a Participant constituting dishonesty, fraud or other malfeasance, and any act or omission by a Participant constituting immoral conduct, which in any such case is injurious to the financial condition or business reputation of the Company or any of its Affiliates;(c)a Participant's indictment for a felony under the laws of the United States or any state thereof or any other jurisdiction in which the Company conducts business; or(d)a Participant's breach of any nonsolicitation, noncompetition, confidentiality, or other restrictive covenant by which he or she is bound.For purposes of this definition, no act or failure to act shall be deemed "willful" unless effected by a Participant not in good faith and without a reasonable belief that such action or failure to act was in or not opposed to the Company's best interests. 2.7"Change in Control" means the occurrence of any of the following:(a)Any Person or "group" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), that is not the Majority Shareholder is or becomes the "beneficial owner" (as defined below), directly or indirectly, of securities representing either (i) more than 50% of the combined voting power of the Company's then outstanding securities, or (ii) 20% or more of the combined voting power of the Company's then outstanding securities at a time when the Majority Shareholder holds less than 30% of such combined voting power. For purposes of this clause (a), "beneficial owner" has the meaning given that term in Rule 13d-3 under the Exchange Act, except that a Person shall be deemed to be the "beneficial owner" of all shares that any such Person has the right to acquire pursuant to any agreement or arrangement or upon exercise of conversion rights, warrants, options or otherwise, without regard to the 60-day period referred to in such Rule;(b)Individuals who constitute the Board on the Restatement Effective Date (the "Incumbent Board") cease for any reason to constitute at least a majority thereof, provided, that any Person becoming a director subsequent to such date whose election, or nomination for election by the Company's shareholders, was approved by a vote of at least three-quarters of the directors then comprising the Incumbent Board shall be, for purposes of this clause (b), considered as though such Person were a member of the Incumbent Board; and provided, further, that this clause (b) shall not apply as long as the Majority Shareholder is the beneficial owner of a majority of the voting power of the Company's outstanding securities;(c)The Majority Shareholder enters into any joint venture, joint operating arrangement, partnership, standstill agreement or other arrangement similar to any of the foregoing with any other Person or group, pursuant to which such Person or group assumes significant operational or managerial control of the Company; or(d)The shareholders of the Company ap

Definitions from Agreement and Plan of Merger Among

AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of May 8, 2017, among Tribune Media Company, a Delaware corporation (the Company), and Sinclair Broadcast Group, Inc., a Maryland corporation (Parent). Parent and the Company and, from and after the time Merger Sub executes and delivers the Joinder Agreement, Merger Sub are referred to individually as a Party and collectively as Parties.

Definitions. As used herein, the following terms have the following meanings: Acceptable Confidentiality Agreement means a confidentiality agreement entered into after the date hereof that contains provisions that in the aggregate are no less favorable to the Company than those contained in the Confidentiality Agreement (provided that any such agreement need not contain any standstill or similar provisions) and that does not contain any provision that would prevent the Company from complying with its obligation to provide any disclosure to Parent required pursuant to Section 7.3. Affiliate means, with respect to any Person, any other Person that directly or indirectly controls or is controlled by, or is under common control with, such Person. The term control (including its correlative meanings controlled and under common control with) shall mean possession, directly or indirectly, of power to direct or cause the direction of management or policies of a Person (whether through ownership of such Persons securities or partnership or other ownership interests, or by Contract or otherwise). Business Day means any day that is not a Saturday, a Sunday or other day on which commercial banks in the City of New York are authorized or required by Law or to be closed. Closing Date means the date on which the Closing occurs. Code means the U.S. Internal Revenue Code of 1986, as amended. Communications Act means the Communications Act of 1934, as amended. Company Acquisition Proposal means any offer, proposal or indication of interest (whether or not in writing) from any Person (other than Parent and its Subsidiaries) relating to or involving, whether in a single transaction or series of related transactions: (i) any direct or indirect acquisition, lease, exchange, license, transfer, disposition (including by way of merger, liquidation or dissolution of the Company or any of its Subsidiaries) or purchase of any business, businesses or assets (including equity interests in Subsidiaries but excluding sales of assets in the ordinary course of business) of the Company or any of its Subsidiaries that constitute or account for 15% or more of the consolidated net revenues (plus, to the extent of the Companys interest therein, the net revenues of the Minority Investment Entities), net income or net assets of the Company and its Subsidiaries, taken as a whole; (ii) any merger, consolidation, amalgamation, share exchange, business combination, issuance of securities, sale of securities, reorganization, recapitalization, tender offer, exchange offer, liquidation, dissolution, extraordinary dividend, or similar transaction involving the Company or any of its Subsidiaries and a Person or group (as defined in Section 13(d) of the Exchange Act) pursuant to which the stockholders of the Company immediately preceding such transaction hold less than 85% of the equity interests in the surviving or resulting entity of such transaction immediately following such transaction; or (iii) any combination of the foregoing. Company Adverse Recommendation Change means any of the following actions by the Company Board or any committee thereof: (i) withdrawing, amending, changing, modifying or qualifying, or otherwise proposing publicly to withdraw, amend, change, modify or qualify, in a manner adverse to Parent, the Company Board Recommendation, (ii) failing to make the Company Board Recommendation in the Proxy Statement, (iii) approving or recommending, or otherwise proposing publicly to approve or recommend, any Company Acquisition Proposal or (iv) if a Company Acquisition Proposal has been publicly disclosed, failing to publicly recommend against such Company Acquisition Proposal within 10 Business Days of the request of Parent and to reaffirm the Company Board Recommendation within such 10 Business Day period upon such request (provided that such a request may be delivered by Parent only once with respect to each Company Acquisition Proposal, with the right to make an additional request with respect to each subsequent material amendment or modification thereto). Company Balance Sheet means the consolidated balance sheet of the Company and its Subsidiaries as of December 31, 2016 and the footnotes thereto set forth in the Companys annual report on Form 10-K for the fiscal year ended December 31, 2016. Company Credit Agreement means the Credit Agreement, dated as of December 27, 2013, among the Company and the parties thereto, as such agreement may from time to time be amended, supplemented or otherwise modified, and all pledge, security and other agreements and documents related thereto. Company Disclosure Letter means the disclosure letter delivered by the Company to Parent in connection with, and upon the execution of, this Agreement. Company DSU means all awards of deferred stock units of the Company, including any stock units granted as dividend equivalent rights (whether granted by the Company pursuant to a Company Equity Plan, assumed by the Company in

Definitions from Agreement and Plan of Merger Among

AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of May 8, 2017, among Tribune Media Company, a Delaware corporation (the Company), and Sinclair Broadcast Group, Inc., a Maryland corporation (Parent). Parent and the Company and, from and after the time Merger Sub executes and delivers the Joinder Agreement, Merger Sub are referred to individually as a Party and collectively as Parties.

Definitions. As used herein, the following terms have the following meanings: Acceptable Confidentiality Agreement means a confidentiality agreement entered into after the date hereof that contains provisions that in the aggregate are no less favorable to the Company than those contained in the Confidentiality Agreement (provided that any such agreement need not contain any standstill or similar provisions) and that does not contain any provision that would prevent the Company from complying with its obligation to provide any disclosure to Parent required pursuant to Section 7.3. Affiliate means, with respect to any Person, any other Person that directly or indirectly controls or is controlled by, or is under common control with, such Person. The term control (including its correlative meanings controlled and under common control with) shall mean possession, directly or indirectly, of power to direct or cause the direction of management or policies of a Person (whether through ownership of such Persons securities or partnership or other ownership interests, or by Contract or otherwise). Business Day means any day that is not a Saturday, a Sunday or other day on which commercial banks in the City of New York are authorized or required by Law or to be closed. Closing Date means the date on which the Closing occurs. Code means the U.S. Internal Revenue Code of 1986, as amended. Communications Act means the Communications Act of 1934, as amended. Company Acquisition Proposal means any offer, proposal or indication of interest (whether or not in writing) from any Person (other than Parent and its Subsidiaries) relating to or involving, whether in a single transaction or series of related transactions: (i) any direct or indirect acquisition, lease, exchange, license, transfer, disposition (including by way of merger, liquidation or dissolution of the Company or any of its Subsidiaries) or purchase of any business, businesses or assets (including equity interests in Subsidiaries but excluding sales of assets in the ordinary course of business) of the Company or any of its Subsidiaries that constitute or account for 15% or more of the consolidated net revenues (plus, to the extent of the Companys interest therein, the net revenues of the Minority Investment Entities), net income or net assets of the Company and its Subsidiaries, taken as a whole; (ii) any merger, consolidation, amalgamation, share exchange, business combination, issuance of securities, sale of securities, reorganization, recapitalization, tender offer, exchange offer, liquidation, dissolution, extraordinary dividend, or similar transaction involving the Company or any of its Subsidiaries and a Person or group (as defined in Section 13(d) of the Exchange Act) pursuant to which the stockholders of the Company immediately preceding such transaction hold less than 85% of the equity interests in the surviving or resulting entity of such transaction immediately following such transaction; or (iii) any combination of the foregoing. Company Adverse Recommendation Change means any of the following actions by the Company Board or any committee thereof: (i) withdrawing, amending, changing, modifying or qualifying, or otherwise proposing publicly to withdraw, amend, change, modify or qualify, in a manner adverse to Parent, the Company Board Recommendation, (ii) failing to make the Company Board Recommendation in the Proxy Statement, (iii) approving or recommending, or otherwise proposing publicly to approve or recommend, any Company Acquisition Proposal or (iv) if a Company Acquisition Proposal has been publicly disclosed, failing to publicly recommend against such Company Acquisition Proposal within 10 Business Days of the request of Parent and to reaffirm the Company Board Recommendation within such 10 Business Day period upon such request (provided that such a request may be delivered by Parent only once with respect to each Company Acquisition Proposal, with the right to make an additional request with respect to each subsequent material amendment or modification thereto). Company Balance Sheet means the consolidated balance sheet of the Company and its Subsidiaries as of December 31, 2016 and the footnotes thereto set forth in the Companys annual report on Form 10-K for the fiscal year ended December 31, 2016. Company Credit Agreement means the Credit Agreement, dated as of December 27, 2013, among the Company and the parties thereto, as such agreement may from time to time be amended, supplemented or otherwise modified, and all pledge, security and other agreements and documents related thereto. Company Disclosure Letter means the disclosure letter delivered by the Company to Parent in connection with, and upon the execution of, this Agreement. Company DSU means all awards of deferred stock units of the Company, including any stock units granted as dividend equivalent rights (whether granted by the Company pursuant to a Company Equity Plan, assumed by the Company in

DEFINITIONS from Severance Plan

Amendment and Restatement of the Plan. Neenah Paper, Inc. (the "Company") hereby amends and restates this severance plan for its Eligible Employees, to be known as the Neenah Executive Severance Plan (formerly known as the Neenah Paper Executive Severance Plan) (the "Plan"), as set forth in this document.

DEFINITIONS. As used in this Plan, the following terms shall have the following respective meanings:2.1Accounting Firm. Deloitte & Touche LLP or such other certified public accounting firm designated by the Company.2.2Affiliate. The Company and any company, person, or organization which, on the date of determination, (A) is a member of a controlled group of corporations (as defined in Code section 414(b)) which includes the Company; (B) is a trade or business (whether or not incorporated) which controls, is controlled by or is under common control with (within the meaning of Code section 414(c)) the Company; (C) is a member of an affiliated service group (as defined in Code section 414(m)) which includes the Company; or (D) is otherwise required to be aggregated with the Company pursuant to Code section 414(o) and regulations promulgated thereunder.2.3Base Salary. The base salary of an Eligible Employee at his or her stated rate on his or her Qualified Termination of Employment without regard to any reduction prior to the Qualified Termination of Employment that was the basis for a Good Reason resignation. Base Salary does not include overtime pay or other remuneration. The method of determining an Eligible Employee's Base Salary shall be determined by the Plan Administrative Committee in the event of any question related to Base Salary.2.4Board. The Board of Directors of the Company.2.5Cause. A Participant engaging in any of the following activities:(A)Willful failure to perform his duties and responsibilities;(B)Embezzlement, fraud, or misappropriation against or with respect to the Company, its Affiliates and/or their assets;(C)Conviction of a felony charge or a plea of guilty or nolo contendre to a felony charge under State or Federal law or discovery by the Employer of such a conviction or plea that occurred within the last ten (10) years and was not previously disclosed to the Employer; (D)Reporting to work under the influence of or while possessing in his body or person illegal drugs or other intoxicants in any amount consistent with a Company or Affiliate policy;(E)Reporting to work or performing work legally impaired by alcohol or under the influence of drugs or other intoxicants, including failure or refusal to take a test as required by a Company or Affiliate policy; provided, however, the Employee can use over the counter or prescription drugs according to the direction for use for such medication provided that the Employee is able to safely and effectively perform his job;(F)Unlawful trading in the securities of any corporation (including the Company) based on information gained as a result of the Participant's performance of services for the Company or an Affiliate;(G)Violation of any of the corporate policies, work rules or standards of the Company or an Affiliate, including but not limited to the Code of Conduct, sexual harassment policy and insider trading policy, or violation of any applicable statute, regulation, or rule, or provision of any applicable code of professional ethics; or(H)Willful disclosure to unauthorized persons of confidential information or trade secrets of the Company or an Affiliate, other than reporting any violation, or suspected violation, of any State or Federal law to the appropriate governmental agency, including, without limitation, reporting any violation of any securities laws to the Securities and Exchange Commission or disclosure in the context of an investigation or proceeding conducted by any government agency against the Company or any Affiliate, including, without limitation, for retaliation for reporting any violation, or suspected violation, of any State or Federal law. 2.6Change of Control. Any of the following events: (A)Acquisition of Substantial Percentage. The acquisition by any Person of beneficial ownership of thirty percent (30%) or more of the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"); provided, however, that for purposes of this Section, the following acquisitions shall not constitute a Change of Control: (i) any acquisition by a Person who on December 1, 2004 is the beneficial owner of thirty percent (30%) or more of the Outstanding Company Voting Securities, (ii) any acquisition directly from the Company, including without limitation, a public offering of securities, (iii) any acquisition by the Company, (iv) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any of its Affiliates, or (v) any acquisition by any corporation pursuant to a transaction which complies with subparagraphs (i), (ii), and (iii) of Section 2.6(C) hereof; (B)Change in Majority of Board Members. During any period of two consecutive years, individuals who at the beginning of such period constitute the Board (the "Incumbent Board") cease for any reason to constitute at least a majority of the