Grantee Uses in Definitions Clause

Definitions from Long Term Incentive Plan

Definitions. For the purposes of this 2015 Plan and related documents, the following definitions apply: 2015 Plan means this 2015 Long Term Incentive Plan, as amended from time to time. Act means the Canada Business Corporations Act, as amended. Appreciation Unit means an appreciation unit granted to a Grantee pursuant to Section 6 of this 2015 Plan, comprising the rights granted to a Grantee under this 2015 Plan including the right of certain Grantees to acquire Shares as set forth in Award Agreements entered into as contemplated hereunder subject to terms and conditions of this 2015 Plan. AU Account means the account established on the books of the Company in respect of a Grantee pursuant to Section 7(a) of this 2015 Plan. AU Value with respect to any exercise of a Appreciation Unit means the positive difference between the average of the Fair Market Value of a Share for the five Business Days up to and including the date on which Notice of exercise is received by the Company less the Base Price for the Appreciation Unit being exercised. Award means the grant to a Grantee of a specified number of Appreciation Units subject to the terms of this 2015 Plan. Award Agreement means the 2015 Long Term Incentive Plan Award Agreement or other written agreement between MDA and a Grantee that evidences and sets out the terms and conditions of an Award. Base Price for an Appreciation Unit means the Fair Market Value of a Share on the Date of Grant. Black-Out Period means the period during which a restriction is imposed by the Company on all or any of its directors, officers, insiders or persons in a special relationship whereby they are to refrain from trading in the Companys securities until the restriction has been lifted by the Company. Board means the Board of Directors of the Company. Business Day means a day on which the Stock Exchange and on which the banks in Vancouver, British Columbia are open for business. Cancellation Notice has the meaning as set forth in Section 23(b) of this 2015 Plan. Cash-Out Amount has the meaning as set forth in Section 7(d) of this 2015 Plan. Cash-Out Rights has the meaning set forth in Section 7(d) of this 2015 Plan. Code means the United States Internal Revenue Code of 1986, as amended from time to time. Committee means a committee of the Board designated from time to time by resolution of the Board, which committee shall consist of no fewer than two members of the Board, none of whom shall be an officer or other salaried employee of any Participating Company. Company or MDA means MacDonald, Dettwiler and Associates Ltd., a corporation governed by the laws of Canada or any successor thereof. Consideration Reduction has the meaning as set forth in Section 23(a) of this 2015 Plan. Date of Grant means the day on which an Award is made by the Company under this 2015 Plan. Deductions has the meaning set forth in Section 7(d) of this 2015 Plan. Employee with respect to a Participating Company means an individual who is considered an employee of the Participating Company as defined under the Tax Act or the applicable legislation in the jurisdiction of the Participating Company. Exercise Date means the date on which the Company has received Notice from the Grantee of the Grantees exercise of any Appreciation Unit. Exercise Notice has the meaning as set forth in Section 23(b) of this 2015 Plan. Fair Market Value of a Share means the closing sale price of the Shares on the Stock Exchange, or, if that measure of price is not available, in a national market system for securities on the date or dates as provided hereunder. In the event that the Shares are not listed on any such market or national securities or stock exchange, a valuation of the fair market value of a Share on such date shall be made by the Board in its sole discretion. Grantee means an Employee who receives an Award or holds an Appreciation Unit under this 2015 Plan. Initial Appreciation Unit means the Appreciation Unit awarded with a Date of Grant of December 8, 2014. Insider means:

Definitions from Long Term Incentive Plan

Definitions. For the purposes of this 2016 Plan and related documents, the following definitions apply: 2016 Plan means this 2016 Long Term Incentive Plan, as amended from time to time. Act means the Canada Business Corporations Act, as amended. Appreciation Unit means an appreciation unit granted to a Grantee pursuant to Section 6 of this 2016 Plan, comprising the rights granted to a Grantee under this 2016 Plan including the right of certain Grantees to acquire Shares as set forth in Award Agreements entered into as contemplated hereunder subject to terms and conditions of this 2016 Plan. AU Account means the account established on the books of the Company in respect of a Grantee pursuant to Section 7(a) of this 2016 Plan. AU Value with respect to any exercise of a Appreciation Unit means the positive difference between the average of the Fair Market Value of a Share for the five Business Days up to and including the date on which Notice of exercise is received by the Company less the Base Price for the Appreciation Unit being exercised. Award means the grant to a Grantee of a specified number of Appreciation Units subject to the terms of this 2016 Plan. Award Agreement means the 2016 Long Term Incentive Plan Award Agreement or other written agreement between MDA and a Grantee that evidences and sets out the terms and conditions of an Award. Base Price for an Appreciation Unit means the Fair Market Value of a Share on the Date of Grant. Black-Out Period means the period during which a restriction is imposed by the Company on all or any of its directors, officers, insiders or persons in a special relationship whereby they are to refrain from trading in the Companys securities until the restriction has been lifted by the Company. Board means the Board of Directors of the Company. Business Day means a day on which the Stock Exchange and on which the banks in Vancouver, British Columbia are open for business. Cancellation Notice has the meaning as set forth in Section 23(b) of this 2016 Plan. Cash-Out Amount has the meaning as set forth in Section 7(d) of this 2016 Plan. Cash-Out Rights has the meaning set forth in Section 7(d) of this 2016 Plan. Code means the United States Internal Revenue Code of 1986, as amended from time to time. Committee means a committee of the Board designated from time to time by resolution of the Board, which committee shall consist of no fewer than two members of the Board, none of whom shall be an officer or other salaried employee of any Participating Company. Company or MDA means MacDonald, Dettwiler and Associates Ltd., a corporation governed by the laws of Canada or any successor thereof. Consideration Reduction has the meaning as set forth in Section 23(a) of this 2016 Plan. Date of Grant means the day on which an Award is made by the Company under this 2016 Plan. Deductions has the meaning set forth in Section 7(d) of this 2016 Plan. Disability Termination Date has the meaning set forth in Section 10(e) of this 2016 Plan. Employee with respect to a Participating Company means an individual who is considered an employee of the Participating Company as defined under the Tax Act or the applicable legislation in the jurisdiction of the Participating Company. Exercise Date means the date on which the Company has received Notice from the Grantee of the Grantees exercise of any Appreciation Unit. Exercise Notice has the meaning as set forth in Section 23(b) of this 2016 Plan. Fair Market Value of a Share means the closing sale price of the Shares on the Stock Exchange, or, if that measure of price is not available, in a national market system for securities on the date or dates as provided hereunder. In the event that the Shares are not listed on any such market or national securities or stock exchange, a valuation of the fair market value of a Share on such date shall be made by the Board in its sole discretion. Grantee means an Employee who receives an Award or holds an Appreciation Unit under this 2016 Plan. Initial Appreciation Unit means the Appreciation Unit awarded with a Date of Grant of December 1, 2015. Insider means:

Definitions from Long Term Incentive Plan

Definitions. For the purposes of this 2014 Plan and related documents, the following definitions apply: 2014 Plan means this 2014 Long Term Incentive Plan, as amended from time to time. Act means the Canada Business Corporations Act, as amended. Appreciation Unit means an appreciation unit granted to a Grantee pursuant to Section 6 of this 2014 Plan, comprising the rights granted to a Grantee under this 2014 Plan including the right of certain Grantees to acquire Shares as set forth in Award Agreements entered into as contemplated hereunder subject to terms and conditions of this 2014 Plan. AU Account means the account established on the books of the Company in respect of a Grantee pursuant to Section 7(a) of this 2014 Plan. AU Value with respect to any exercise of a Appreciation Unit means the positive difference between the average of the Fair Market Value of a Share for the five Business Days up to and including the date on which Notice of exercise is received by the Company less the Base Price for the Appreciation Unit being exercised. Award means the grant to a Grantee of a specified number of Appreciation Units subject to the terms of this 2014 Plan. Award Agreement means the 2014 Long Term Incentive Plan Award Agreement or other written agreement between MDA and a Grantee that evidences and sets out the terms and conditions of an Award. Base Price for an Appreciation Unit means the Fair Market Value of a Share on the Date of Grant. Black-Out Period means the period during which a restriction is imposed by the Company on all or any of its directors, officers, insiders or persons in a special relationship whereby they are to refrain from trading in the Companys securities until the restriction has been lifted by the Company. Board means the Board of Directors of the Company. Business Day means a day on which the Stock Exchange and on which the banks in Vancouver, British Columbia are open for business. Cancellation Notice has the meaning as set forth in Section 23(b) of this 2014 Plan. Cash-Out Amount has the meaning as set forth in Section 7(d) of this 2014 Plan. Cash-Out Rights has the meaning set forth in Section 7(d) of this 2014 Plan. Code means the United States Internal Revenue Code of 1986, as amended from time to time. Committee means a committee of the Board designated from time to time by resolution of the Board, which committee shall consist of no fewer than two members of the Board, none of whom shall be an officer or other salaried employee of any Participating Company. Company or MDA means MacDonald, Dettwiler and Associates Ltd., a corporation governed by the laws of Canada or any successor thereof. Consideration Reduction has the meaning as set forth in Section 23(a) of this 2014 Plan. Date of Grant means the day on which an Award is made by the Company under this 2014 Plan. Deductions has the meaning set forth in Section 7(d) of this 2014 Plan. Employee with respect to a Participating Company means an individual who is considered an employee of the Participating Company as defined under the Tax Act or the applicable legislation in the jurisdiction of the Participating Company. Exercise Date means the date on which the Company has received Notice from the Grantee of the Grantees exercise of any Appreciation Unit. Exercise Notice has the meaning as set forth in Section 23(b) of this 2014 Plan. Fair Market Value of a Share means the closing sale price of the Shares on the Stock Exchange, or, if that measure of price is not available, in a national market system for securities on the date or dates as provided hereunder. In the event that the Shares are not listed on any such market or national securities or stock exchange, a valuation of the fair market value of a Share on such date shall be made by the Board in its sole discretion. Grantee means an Employee who receives an Award or holds an Appreciation Unit under this 2014 Plan. Initial Appreciation Unit means the Appreciation Unit awarded with a Date of Grant of December 2, 2013. Insider means:

Definitions from Stock Incentive Plan

Definitions. The following definitions shall apply as used herein and in the individual Award Agreements, except as defined otherwise in an individual Award Agreement. In the event a term is separately defined in an individual Award Agreement, such definition shall supersede the definition contained in this Section 2. (b) "Affiliate" and "Associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 promulgated under the Exchange Act. (c) "Applicable Laws" means the legal requirements relating to the Plan and the Awards under applicable provisions of federal and state securities laws, the corporate laws of California and, to the extent other than California, the corporate law of the state of the Company's incorporation, the Code, the NASDAQ Stock Market Rules or the rules of any applicable stock exchange or national market system, and the rules of any non-U.S. jurisdiction applicable to Awards granted to residents therein. (d) "Assumed" means that pursuant to a Corporate Transaction either (i) the Award is expressly affirmed by the Company or (ii) the contractual obligations represented by the Award are expressly assumed (and not simply by operation of law) by the successor entity or its Parent in connection with the Corporate Transaction with appropriate adjustments to the number and type of securities of the successor entity or its Parent subject to the Award and the exercise or purchase price thereof which at least preserves the compensation element of the Award existing at the time of the Corporate Transaction as determined in accordance with the instruments evidencing the agreement to assume the Award. (e) "Award" means the grant of an Option, SAR, Dividend Equivalent Right, Restricted Stock, Restricted Stock Unit or other right or benefit under the Plan. (f) "Award Agreement" means the written agreement evidencing the grant of an Award executed by the Company and the Grantee, including any amendments thereto. (g) "Board" means the Board of Directors of the Company. (h) "Cause" means, with respect to the termination by the Company or a Related Entity of the Grantee's Continuous Service, that such termination is for "Cause" as such term (or word of like import) is expressly defined in a then-effective written agreement between the Grantee and the Company or such Related Entity, or in the absence of such then-effective written agreement and definition, is based on, in the determination of the Committee, the Grantee's: (i) performance of any act or failure to perform any act in bad faith and to the detriment of the Company or a Related Entity; (ii) dishonesty, intentional misconduct or material breach of any agreement with the Company or a Related Entity; or (iii) commission of a crime involving dishonesty, breach of trust, or physical or emotional harm to any person; provided, however, that with regard to any agreement that defines "Cause" on the occurrence of or in connection with a Corporate Transaction or a Change in Control, such definition of "Cause" shall not apply until a Corporate Transaction or a Change in Control actually occurs.

Definitions from Restricted Stock Agreement

Pursuant to the YWX Holdings, Inc. 2014 Stock Option and Grant Plan (the Plan) and this Restricted Stock Agreement (the Agreement), YWX Holdings, Inc., a Delaware corporation (together with all successors thereto, the Company), hereby grants, sells and issues to the individual named above, who is an officer, employee, director, consultant or other key person of the Company or any of the Subsidiaries, the Shares (as defined below) at the Per Share Purchase Price, which represents the Fair Market Value per share on the Grant Date, subject to the terms and conditions set forth herein and in the Plan. The Grantee agrees to the provisions set forth herein and acknowledges that each such provision is a material condition of the Companys agreement to issue and sell the Shares to him or her. The Company hereby acknowledges receipt of $ in full payment for the Shares. All references to share prices and amounts herein shall be equitably adjusted to reflect stock splits, stock dividends,

Definitions. For the purposes of this Agreement, the following terms shall have the following respective meanings. All capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Plan. An Affiliate of any Person means a Person that directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with the first mentioned Person. A Person shall be deemed to control another Person if such first Person possesses directly or indirectly the power to direct, or cause the direction of, the management and policies of the second Person, whether through the ownership of voting securities, by contract or otherwise. Bankruptcy shall mean (i) the filing of a voluntary petition under any bankruptcy or insolvency law, or a petition for the appointment of a receiver or the making of an assignment for the benefit of creditors, with respect to the Grantee or any Permitted Transferee, or (ii) the Grantee or any Permitted Transferee being subjected involuntarily to such a petition or assignment or to an attachment or other legal or equitable interest with respect to the Grantees or the Permitted Transferees assets, which involuntary petition or assignment or attachment is not discharged within 60 days after its date. Cause shall have the meaning set forth in the Employment Agreement[, dated the date hereof,] between the Company and Grantee (the Employment Agreement). Common Stock shall mean the Companys Common Stock, par value $0.001 per share, together with any shares into which Common Stock may be converted or exchanged, as provided above and herein. Good Reason shall have the meaning set forth in the Employment Agreement. Permitted Transferees shall mean any of the following to whom the Grantee may transfer Shares hereunder (as set forth in Section 4): the Grantees spouse, children (natural or adopted), stepchildren or a trust for their sole benefit of which the Grantee is the settlor or any entity in which such persons or trusts are the sole owners; provided, however, that any such trust does not require or permit distribution of any Shares during the term of this Agreement unless subject to its terms. Upon the death of the Grantee (or a Permitted Transferee to whom shares have been transferred hereunder), the term Permitted Transferees shall also include such deceased Grantees (or such deceased Permitted Transferees) estate, executions, administrations, personal representations, heirs, legatees and distributees, as the case may be. Person shall mean any individual, corporation, partnership (limited or general), limited liability company, limited liability partnership, association, trust, joint venture, unincorporated organization or any similar entity. Restricted Shares shall initially mean all of the Shares being purchased by the Grantee on the date hereof, provided that on each of the dates listed below, the respective number of Shares indicated below shall become Vested Shares if Grantee remains an employee on each such date.

Definitions from Unit Agreement

FORMATION UNIT AGREEMENT (the Agreement or Formation Unit Agreement) made as of the Grant Date set forth on Schedule A hereto between JBG SMITH Properties, a Maryland real estate investment trust (the Company), its subsidiary JBG SMITH Properties LP, a Delaware limited partnership (the Partnership), and the trustee of the Company or one of its affiliates listed on Schedule A (the Grantee).

Definitions. For purposes of this Formation Unit Agreement, the following terms will have the meaning below: Cause means the Grantees: (a) conviction of, or plea of guilty or nolo contendere to, a felony, (b) willful and continued failure to substantially perform in all material respects his duties (other than such failure resulting from the Grantees incapacity due to physical or mental illness) that the Grantee fails to remedy within 30 days after written notice is delivered by the Company to the Grantee that specifically identifies in reasonable detail the manner in which the Company believes the Grantee has not used reasonable efforts to perform in all material respects his duties hereunder, or (c) willful misconduct that is materially economically injurious to the Company. For purposes of this paragraph, no act, or failure to act, by the Grantee will be considered willful unless committed in bad faith and without a reasonable belief that the act or omission was in the best interests of the Company. Disability means a termination of the Grantees service with the Company or an affiliate as a result of the Grantee having been substantially unable to perform his duties as trustee for a continuous period of 180 days due to incapacity caused by physical or mental illness and within 30 days after receiving written Notice of such termination of service after such 180-day period, the Grantee shall not have returned to the substantial performance of his duties on a full-time basis. Retirement means termination of the Grantees service to the Company and its subsidiaries after attainment of age 65.

Definitions

Definitions. Whenever used in the Plan, the following terms shall have the meanings set forth below: 2.1 Article means an Article of the Plan. 2.2 Award means Options, Restricted Shares (awarded as Shares or Share Units), or Dividend Equivalents granted under the Plan. 2.3 Award Agreement means the written agreement by which an Award shall be evidenced. 2.4 Board means the Board of Directors of the Company. 2.5 Intentionally Omitted 2.6 Cause shall have the meaning set forth in a Grantees Award Agreement, or if not defined therein, the meaning set forth in the Grantees individual employment or services agreement between the Grantee and the Company or a Subsidiary, or if the Grantee is not a party to an employment or services agreement in which Cause is defined, as follows:

DEFINITIONS from Deferred Stock Unit Agreement

THIS DEFERRED STOCK UNIT AGREEMENT (this "Agreement"), effective as of __________, 20___, is made by and between PEABODY ENERGY CORPORATION, a Delaware corporation (the "Company"), and the undersigned non-employee director of the Company (the "Grantee"). The Grant Date for these Deferred Stock Units is __________, 2017 (the "Grant Date").

DEFINITIONS. Whenever the following terms are used in this Agreement, they shall have the meanings specified below. Capitalized terms not otherwise defined in this Agreement shall have the meanings specified in the Plan.Section 1.1 - "Payment Date" shall mean, as used with respect to a Deferred Stock Unit, the earlier to occur of (a) the third anniversary of the Grant Date and (b) the Grantee's Separation from Service.Section 1.2 - "Plan" shall mean the Peabody Energy Corporation 2017 Incentive Plan, as amended from time to time.Section 1.3 - "Section 409A" shall mean Section 409A of the Code and the applicable regulations or other guidance issued thereunder.Section 1.4 - "Separation from Service" shall mean a termination of the Grantee's service with the Company or its subsidiary or affiliate (regardless of the reason therefor) that constitutes a "separation from service" as defined in Section 409A or applicable regulations or other guidance in effect thereunder.

DEFINITIONS from Equity Incentive Plan

DEFINITIONS. Whenever used in this Plan, the following terms shall have the meanings set forth below: Affiliate means any Person that directly or indirectly, through one or more intermediaries, controls, or is controlled by or is under common control with the Company, and, for all purposes other than for purposes of grants of Incentive Stock Options under Section 6.4, a United States or foreign corporation or partnership or other similar entity with respect to which the Company owns, directly or indirectly, 50% (or such lesser percentage as the Committee may specify, which percentage may be changed from time to time and may be different for different entities) or more of the voting power of such entity. Award means Options (including non-qualified options and Incentive Stock Options), Restricted Shares, Restricted Share Units, Bonus Shares, Stock Appreciation Rights, Performance Units (which may be paid in cash or Shares), Performance Shares, Deferred Stock, Dividend Equivalents, or Other Stock-Based Awards granted under this Plan. Award Agreement means the written agreement (which may be in paper or electronic form as determined by the Committee) by which an Award shall be evidenced. Board means the Board of Directors of the Company. Cause means unless otherwise defined in an Award Agreement or a Grantees employment agreement with the Company, in which case such alternative definition will control,

Definitions from Incentive Plan

Definitions. a)"1934 Act" means the Securities Exchange Act of 1934, as it may be amended from time to time.(b)"Award" means an Incentive Stock Option, Non-Qualified Stock Option, Stock Appreciation Right, Restricted Stock grant, Performance Stock Award, Unrestricted Stock Award or Cash Incentive Award, as appropriate.(c)"Award Agreement" means the agreement between the Corporation and the Grantee specifying the terms and conditions as described thereunder.(d)"Board" means the Board of Directors of Plexus Corp.(e)"Cash Incentive Award" means a cash incentive award under Article 17 of the Plan. (f)"Cause" means a violation of the Corporation's Code of Conduct and Business Ethics, or substantial and continued failure of the employee to perform, which results in, or was intended to result in (i) demonstrable injury to the Corporation, monetary or otherwise or (ii) gain to, or enrichment of, the Grantee at the Corporation's expense.(g)"Change in Control" means an event which shall be deemed to have occurred in the event that any person, entity or group shall become the beneficial owner of such number of shares of Common Stock, and/or any other class of stock of the Corporation then outstanding that is entitled to vote in the election of directors (or is convertible into shares so entitled to vote) as together possess more than 50% of the voting power of all of the then outstanding shares of all such classes of stock of the Corporation so entitled to vote. For purposes of the preceding sentence, "person, entity or group" shall not include (i) any employee benefit plan of the Corporation, or (ii) any person, entity or group which, as of the Effective Date of this Plan, is the beneficial owner of such number of shares of Common Stock and/or such other class of stock of the Corporation as together possess 5% of such voting power; and for these purposes "group" shall mean persons who act in concert as described in Section 14(d)(2) of the 1934 Act.(h)"Code" means the Internal Revenue Code of 1986, as it may be amended from time to time.(i)"Committee" means the committee described in Article 4 or the person or persons to whom the committee has delegated its power and responsibilities under Article 4.(j)"Common Stock" or "Stock" means the common stock of the Corporation having a par value of $.01 per share.(k)"Corporation" means Plexus Corp., a Wisconsin corporation.(l)"Fair Market Value" means for purposes of the Plan an amount deemed to be equal to the mean between the highest and lowest sale prices of Common Stock traded on such date for sales made and reported through the National Market System of the National Association of Securities Dealers or such national stock exchange on which such Stock may then be listed and which constitutes the principal market for such Stock, or, if no sales of Stock shall have been reported with respect to that date, on the next preceding date with respect to which sales were reported; provided that for Stock Appreciation Rights exercised on or after August 13, 2014, the trading price of the Stock at the time of SAR exercise shall be used to determine "Fair Market Value" on the exercise date. Notwithstanding the foregoing, the Committee may determine to base the determination of Fair Market Value on an average of trading days, but only if the requirements for the use of such method is permitted by Section 409A of the Code.(m)"Grant Date" means the date on which an Award is deemed granted, which shall be the date on which the Committee authorizes the Award or such later date as the Committee shall determine in its sole discretion.(n)"Grantee" means an individual who has been granted an Award.(o)"Incentive Stock Option" means an option that is intended to meet the requirements of Section 422 of the Code and regulations thereunder.(p)"Non-Qualified Stock Option" means an option other than an Incentive Stock Option.(q)"Option" means an Incentive Stock Option or Non-Qualified Stock Option, as appropriate.(r)"Performance Goal" means a performance goal established by the Committee prior to the grant of any Award that is based on the attainment of goals relating to one or more of the following business criteria measured on an absolute basis or in terms of growth or reduction: income (pre-tax or after-tax and with adjustments as stipulated), earnings per share, return on equity, return on capital employed (ROCE), revenue, sales, return on assets, return on tangible book value, operating income, earnings before depreciation, interest, taxes and amortization (EBIDTA), expense ratio, increase in stock price, return on invested capital (ROIC), total shareholder return, shareholder value added (or a derivative thereof), free cash flow, operating cash flow, working capital, cash cycle days, expenses, cost reduction, market share, debt reduction and customer satisfaction. Such performance goals may be based solely by reference to the Corporation's performance or the performance of an affiliate, division, business