Performance Period Uses in Definitions Clause

Definitions from Incentive Compensation Plan

Definitions. For purposes of the Plan, the following capitalized words shall have the meanings set forth below: Affiliate means any entity that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, the Company or General Electric Company. Award means an award granted pursuant to the Plan, the payment of which shall be contingent on the attainment of Performance Targets with respect to a Performance Period, as determined by the Committee pursuant to Section 6(a). Base Salary means the Participants annualized rate of base salary on the last day of the Performance Period before (i) deductions for taxes or benefits and (ii) deferrals of compensation pursuant to any Company or Affiliate-sponsored plans. Board means the Board of Directors of the Company, as constituted from time to time. Cause means:

Definitions from Unit Agreement

Definitions. Capitalized terms used herein without definitions shall have the meanings given to those terms in the Plan. In addition, as used herein: Baseline Value for each of the Company and the Peer Companies means the dollar amount representing the average of the Fair Market Value of one share of common stock of such company over the five consecutive trading days ending on, and including, the Effective Date. Cause means, if not otherwise defined in the Employees Service Agreement, if any, the Employees: (i) conviction of, or plea of guilty or nolo contendere to, a felony, (ii) willful and continued failure to use reasonable best efforts to substantially perform his duties (other than such failure resulting from the Employees incapacity due to physical or mental illness) that the Employee fails to remedy within 30 days after written notice is delivered by the Company to the Employee that specifically identifies in reasonable detail the manner in which the Company believes the Employee has not used reasonable efforts to perform in all material respects his duties hereunder, or (iii) willful misconduct (including, but not limited to, a willful breach of the provisions of any agreement with the Company with respect to confidentiality, ownership of documents, non-competition or non-solicitation) that is materially economically injurious to the Company or its affiliates. For purposes of this paragraph, no act, or failure to act, by the Employee 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. Common Share Price means, with respect to the Company and each of the Peer Companies, as of a particular date, the average of the Fair Market Value of one share of common stock of such company over the 30 consecutive trading days ending on, and including, such date (or, if such date is not a trading day, the most recent trading day immediately preceding such date); provided, however, that if such date is the date upon which a Transactional Change of Control occurs, the Common Share Price of a share of common stock as of such date shall be equal to the fair value, as determined by the Committee, of the total consideration paid or payable in the transaction resulting in the Transactional Change of Control for one Share. Common Units means Common Partnership Units issued by the Partnership. Continuous Service means the continuous service to the Employer, without interruption or termination, in any capacity of employee, or, with the written consent of the Committee, consultant. Continuous Service shall not be considered interrupted in the case of: (a) any approved leave of absence; (b) transfers among the Employers, or any successor, in any capacity of employee, or with the written consent of the Committee, as a member of the Board or a consultant; or (c) any change in status as long as the individual remains in the service of the Employer in any capacity of employee or (if the Committee specifically agrees in writing that the Continuous Service is not uninterrupted) as a member of the Board or a consultant. An approved leave of absence shall include sick leave, military leave, or any other authorized personal leave. Disability means, if not otherwise defined in the Employees Service Agreement, if any, if, as a result of the Employees incapacity due to physical or mental illness, the Employee shall have been substantially unable to perform his duties for a continuous period of 180 days, and within 30 days after written notice of termination is given after such 180-day period, the Employee shall not have returned to the substantial performance of his duties on a full-time basis, the employment of the Employee is terminated by the Company. Distribution Participation Date shall have the meaning set forth in the Partnership Agreement and in Section 6(b) hereof. Effective Date means [the Grant Date]. Employer means either the Company, the Partnership or any of their Subsidiaries that employ the Employee. Fair Market Value of a security means, as of any given date, the closing sale price reported for such security on the principal stock exchange or, if applicable, any other national exchange on which the security is traded or admitted to trading on such date on which a sale was reported. If there are no market quotations for such date, the determination shall be made by reference to the last day preceding such date for which there are market quotations. Good Reason means, if not otherwise defined in the Employees Service Agreement, if any, (a) a reduction by the Company in the Employees base salary, (b) a material diminution in the Employees position, authority, duties or responsibilities, (c) a relocation of the Employees location of employment to a location outside of the Washington D.C. metropolitan area, or (d) the Companys material breach of the Agreement, provided, in each case, that the Employee terminates employment within 90 days

Definitions from Incentive Compensation Plan

Definitions. For purposes of the Plan, the following capitalized words shall have the meanings set forth below: Affiliate means any subsidiary and any person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, the Company. Award means an award granted pursuant to the Plan, the payment of which shall be contingent on the attainment of Performance Targets with respect to a Performance Period, as determined by the Committee pursuant to Section 6(a). Base Salary means the Participants annualized rate of base salary on the last day of the Performance Period before (i) deductions for taxes or benefits and (ii) deferrals of compensation pursuant to any Company or Affiliate-sponsored plans. Board means the Board of Directors of the Company, as constituted from time to time. Change in Control has the meaning set forth in the Altice USA 2017 Long Term Incentive Plan. Code means the U.S. Internal Revenue Code of 1986, as amended from time to time, including any regulations or authoritative guidance promulgated thereunder and successor provisions thereto. Committee means the Board or, if delegated by the Board, the Compensation Committee of the Board, any successor committee thereto, or any other committee appointed from time to time by the Board to administer the Plan. For purposes of the Plan, reference to the Committee shall be deemed to refer to any subcommittee, subcommittees, or other persons or groups of persons to whom the Committee delegates authority pursuant to Section 3(d). Company means Altice USA, Inc., a Delaware corporation, and any successor thereto. Effective Date means the business day immediately prior to the effective date of the first registration statement that is filed by the Company and declared effective pursuant to Section 12 of the Securities Exchange Act of 1934, as amended, with respect to any class of the Companys equity securities. Maximum Award means as to any Participant for any Plan Year, $3,000,000. Participant means those officers of the Company who are selected by the Committee to receive an Award for the Plan Year. Performance Criteria means a goal or goals established by the Committee and measured over a Performance Period. To the extent that an Award is intended to constitute qualified performance-based compensation under Section 162(m), the Performance Criteria with respect to such Award shall be related to measures of one or more of the criteria listed below. Such criteria may be determined by reference to the performance of the Company, Altice N.V., an Affiliate or a business unit, product or service thereof or any combination of the foregoing. Such criteria may also be measured on a per customer, subscriber, homes passed, basic or diluted share basis or any combination of the foregoing and may reflect absolute performance, incremental performance or comparative performance to other companies (or their products or services) determined on a gross, net, GAAP or non-GAAP basis, with respect to one or more of the following: net or operating income or other measures of profit; measures of revenue; earnings before interest, taxes, depreciation and amortization (EBITDA); cash flow, free cash flow, adjusted operating cash flow and similar measures; return on equity, investment, assets or capital; gross or operating margins or savings; performance relative to budget, forecast or market expectations; market share or penetration, subscriber or customer acquisition or retention, ratings or viewership; operating metrics relating to sales, installations or customer service or satisfaction; capital spending management, network upgrades or product or service deployments; a specified increase in the fair market value of the Companys common stock or that of Altice N.V.; a specified increase in the private market value of the Company; the price of the Companys common stock or that of Altice N.V.; earnings per share; and/or total shareholder return. The Performance Criteria shall be subject to adjustment by the Committee to remove the effect of charges for restructurings, discontinued operations and all items of gain, loss or expense determined to be unusual in nature or infrequent in occurrence, related to the disposal of a segment or a business, or related to a change in accounting principle or otherwise. With respect to Awards that are not intended to constitute qualified performance-based compensation under Section 162(m), the Committee may establish Performance Targets based on any Performance Criteria or no Performance Criteria as it deems appropriate. Performance Targets means the goals selected by the Committee, in its discretion, to be applicable to a Participant for any Performance Period. Performance Targets shall be based upon one or more Performance Criteria. Performance Targets may include a threshold level of performance below which no Award will be paid and levels of performance at which specified percentages of the Tar

Definitions from Incentive Plan

Definitions. The following terms shall be defined as set forth below: Act means the Securities Act of 1933, as amended, and the rules and regulations thereunder. Administrator is defined in Section 3(a). Award or Awards, except where referring to a particular category of grant under the Plan, shall include Incentive Stock Options, Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock Units, Restricted Stock Awards, Unrestricted Stock Awards, Performance Share Awards, Dividend Equivalent Rights and Cash Awards. Award Agreement shall mean the agreement, whether in written or electronic form, specifying the terms and conditions of an Award granted under the Plan. Board means the Board of Directors of the Company. Cash Awards means Awards granted pursuant to Section 12. Change in Control is defined in Section 20. Code means the Internal Revenue Code of 1986, as amended, and any successor Code, and related rules, regulations and interpretations. Committee means the Committee of the Board referred to in Section 3. Covered Employee means an employee who is a Covered Employee within the meaning of Section 162(m) of the Code. Disability means a total and permanent disability as provided in the long-term disability plan or policy maintained, or most recently maintained, by the Company or a Subsidiary, as applicable, for the holder of the Award, whether or not such individual actually receives disability benefits under such plan or policy. If no long-term disability plan or policy was ever maintained on behalf of the holder of the Award, or if the determination of disability relates to an Incentive Stock Option and the continued qualification of the Option is dependent upon such determination, Disability means permanent and total disability as defined in Section 22(e)(3) of the Code. In the event of a dispute, the determination whether an individual is disabled will be made by the Administrator and may be supported by the advice of a physician competent in the area to which such disability relates. Dividend Equivalent Right means Awards granted pursuant to Section 14. Effective Date means the date on which the Plan is approved by stockholders as set forth in Section 22. Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder. Fair Market Value means the closing price for the Stock on any given date during regular trading, or as reported on the principal exchange on which the Stock is then traded, or if not trading on that date, such price on the last preceding date on which the Stock was traded, unless determined otherwise by the Administrator using such methods or procedures as it may establish. Grant Date means the first date on which all necessary corporate action has been taken to approve the grant of the Award as provided in the Plan, or such later date as is determined and specified as part of that authorization process. Notice of the grant shall be provided to the recipient within a reasonable time after the grant. Incentive Stock Option means any Stock Option designated and qualified as an incentive stock option as defined in Section 422 of the Code. Independent Director means a member of the Board who is not also an employee of the Company or any Subsidiary. Nonstatutory Stock Option means any Stock Option that is not an Incentive Stock Option. Option or Stock Option means any option to purchase shares of Stock granted pursuant to Section 6. Outside Director means a current member of the Board who is: (i) not a current employee of the Company; (ii) not a former employee of the Company who receives compensation from the Company for prior services (other than benefits under a qualified retirement plan) during the taxable year; (iii) has not been an officer of the Company; and (iv) does not receive remuneration from the Company, either directly or indirectly in exchange for goods or services, in any capacity other than as a director, all as set out in detail in Treasury Regulation 1.162-27(e)(3). Performance Criteria means the criteria that the Administrator selects for purposes of establishing the Performance Goal or Performance Goals for an individual for a Performance Period. The Performance Criteria (which shall be applicable to the organizational level specified by the Administrator, including, but not limited to, the Company as a whole, or a unit, division, department, group, line of business, or other business unit, whether or not legally constituted, in which the individual works) that will be used to establish Performance Goals are limited to the following: (i) stock price; (ii) market share; (iii) sales; (iv) revenue; (v) return on equity, assets or capital; (vi) economic profit (economic value added); (vii) total shareholder return; (viii) costs; (ix) expenses; (x) margins; (xi) earnings (including EBITDA) or earnings per share; (xii) cash flow (including adjusted operating cash flow); (xiii) operating profit; (xiv) net income; (xv) achievement

Definitions from Incentive Plan

This Plan permits the grant of Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Deferred Stock Units, Performance Shares, Performance Share Units, Performance Units, Cash-Based Awards, and Other Stock-Based Awards.

Definitions. Whenever used in this Plan, the following terms shall have the meanings set forth below, and when the meaning is intended, the initial letter of the word shall be capitalized.2.1"Affiliate" shall mean (a) in the case of an ISO, a "parent corporation" or a "subsidiary corporation" of the Company, as those terms are defined in Code Sections 424(e) and (f), respectively; and (b) in all other cases, any other entity regardless of its form (including, but not limited to, a partnership or a limited liability company) that directly or indirectly controls, is controlled by or is under common control with, the Company within the meaning of Code Section 414(b), as modified by Code Section 409A.2.2"Annual Award Limit" or "Annual Award Limits" have the meaning set forth in Section 4.3 (Shares Subject to this Plan and Award Limitations/Annual Award Limits).2.3"Award" means, individually or collectively, a grant under this Plan of Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Deferred Stock Units, Performance Shares, Performance Share Units, Performance Units, Cash-Based Awards, or Other Stock-Based Awards, in each case subject to the terms of this Plan. At the Committee's discretion, an Award may be granted as a Qualified Performance-Based Award.2.4"Award Agreement" means either (a) a written agreement entered into by the Company and a Participant setting forth the terms and provisions applicable to an Award granted under this Plan, or (b) a written or electronic statement issued by the Company to a Participant describing the terms and provisions of such Award, including any amendment or modification thereof. The Committee may provide for the use of electronic, internet or other non-paper Award Agreements, and the use of electronic, internet or other non-paper means for the acceptance thereof and actions thereunder by a Participant.2.5"ASC" means the Accounting Standards Codification.2.6"Beneficial Owner" or "Beneficial Ownership" shall have the meaning ascribed to such term in Rule 13d-3 of the General Rules and Regulations under the Exchange Act.2.7"Board" or "Board of Directors" means the Board of Directors of the Company.2.8"Cash-Based Award" means an Award, denominated in cash, granted to a Participant as described in Article 11 (Cash-Based Awards and Other Stock-Based Awards).2.9"Cause" means the term set forth in a written agreement between a Participant and the Company or any applicable Award Agreement, but if there is no such agreement or no such definition, Cause means a finding by the Committee that the Participant (a) has breached his or her employment or service contract with the Company or an Affiliate, (b) has engaged in disloyalty to the Company or an Affiliate, including, without limitation, fraud, embezzlement, theft, commission of a felony or proven dishonesty, (c) has disclosed trade secrets or confidential information of the Company or an Affiliate to persons not entitled to receive such information, (d) has breached any written non-competition, non-solicitation, invention assignment or confidentiality agreement between the Participant and the Company or an Affiliate, (e) has failed to comply with the Company's Code of Ethics and Business Conduct, or (f) has engaged in such other behavior determined in the reasonable discretion of the Committee to be materially detrimental to the interests of the Company or an Affiliate.2.10"Change in Control" means any one or more of the following events: (a)Any person or group (as defined for purposes of Section 13(d) of the Exchange Act) becomes the beneficial owner, directly or indirectly, of 25 percent or more of the outstanding equity securities of the Company entitled to vote for the election of directors;(b)A majority of the members of the Board of Directors then in office is replaced within any period of two years or less by directors not nominated and approved by a majority of the directors in office at the beginning of such period (or their successors so nominated and approved), or a majority of the Board of Directors at any date consists of persons not so nominated and approved; or(c)The consummation of a merger or consolidation with another entity or the sale or other disposition of all or substantially all of the Company's assets (including, without limitation, a plan of liquidation), which has been approved by shareholders of the Company.Provided, however, the other provisions of this Section 2.10 (Definitions/Change in Control) notwithstanding, the term "Change in Control" shall not mean any merger, consolidation, reorganization, or other transaction in which the Company exchanges or offers to exchange newly-issued or treasury Shares representing 25 percent or more, but less than 50 percent, of the outstanding equity securities of the Company entitled to vote for the election of directors, for 51 percent or more of the outstanding equity securities entitled to vote for the el

Definitions from Incentive Plan

Definitions. The following terms will have the meanings set forth below, unless the context clearly otherwise requires. Terms defined elsewhere in this Plan will have the same meaning throughout this Plan. 2.1 Adverse Action means any action or conduct by a Participant that the Committee, in its sole discretion, determines to be injurious, detrimental, prejudicial or adverse to the interests of the Company or any Subsidiary, including: (a) disclosing confidential information of the Company or any Subsidiary to any person not authorized by the Company or Subsidiary to receive it, (b) engaging, directly or indirectly, in any commercial activity that in the judgment of the Committee competes with the business of the Company or any Subsidiary or (c) interfering with the relationships of the Company or any Subsidiary and their respective employees, independent contractors, customers, prospective customers and vendors. 2.2 Affiliate means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with, such Person where control will have the meaning given such term under Rule 405 of the Securities Act. 2.3 Annual Award Limit or Annual Awards Limits have the meaning set forth in Section 4.4. 2.4 Annual Performance Cash Awards has the meaning set forth in Section 10.1 of this Plan. 2.5 Applicable Accounting Standard means generally accepted accounting principles in the United States, International Financial Reporting Standards or such other accounting principles or standards as may apply to the Companys financial statements under United States federal securities laws from time to time. 2.6 Applicable Law means any applicable law, including without limitation, (a) provisions of the Code, the Securities Act, the Exchange Act and any rules or regulations thereunder; (b) corporate, securities, tax or other laws, statutes, rules, requirements or regulations, whether federal, state, local or foreign; and (c) rules of any securities exchange, national market system or automated quotation system on which the shares of Common Stock are listed, quoted or traded. 2.7 Award means, individually or collectively, an Option, Stock Appreciation Right, Restricted Stock Award, Restricted Stock Unit, Deferred Stock Unit, Performance Award, Annual Performance Cash Award, Non-Employee Director Award, Other Cash-Based Award or Other Stock-Based Award, in each case granted to an Eligible Recipient pursuant to this Plan. 2.8 Award Agreement means either: (a) a written or electronic (as provided in Section 24.8) agreement entered into by the Company and a Participant setting forth the terms and provisions applicable to an Award granted under this Plan, including any amendment or modification thereof, or (b) a written or electronic (as provided in Section 24.8) statement issued by the Company to a Participant describing the terms and provisions of such an Award, including any amendment or modification thereof. 2.9 Board means the Board of Directors of the Company. 2.10 Broker Exercise Notice means a written notice pursuant to which a Participant, upon exercise of an Option, irrevocably instructs a broker or dealer to sell a sufficient number of shares of Common Stock to pay all or a portion of the exercise price of the Option or any related withholding tax obligations and remit such sums to the Company and directs the Company to deliver shares of Common Stock to be issued upon such exercise directly to such broker or dealer or its nominee. 2.11 Cash-Based Award means an Award made pursuant to this Plan that is denominated in cash. 2.12 Cause means, unless otherwise provided in an Award Agreement, (a) Cause as defined in any employment, consulting, severance or similar agreement between the Participant and the Company or one of its Subsidiaries or Affiliates (an Individual Agreement), or (b) if there is no such Individual Agreement or if it does not define Cause: (i) dishonesty, fraud, misrepresentation, embezzlement or deliberate injury or attempted injury, in each case related to the Company or any Subsidiary; (ii) any unlawful or criminal activity of a serious nature; (iii) any intentional and deliberate breach of a duty or duties that, individually or in the aggregate, are material in relation to the Participants overall duties; (iv) any material breach by a Participant of any employment, service, confidentiality, non-compete or non-solicitation agreement entered into with the Company or any Subsidiary; or (v) before a Change in Control, such other events as will be determined by the Committee. Before a Change in Control, the Committee will, unless otherwise provided in an Individual Agreement, have the sole discretion to determine whether Cause exists with respect to subclauses (i), (ii), (iii), (iv) or (v) above, and its determination will be final. 2.13 Change in Control means, unless otherwise provided in an Award Agreement or any Individual Agreement, an event described in Section 17.1

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 Bonus Program

Definitions. For purposes of the Bonus Program, the following terms have the indicated definitions. Terms not defined here have the same meaning as under the Plan.(a)"Available Bonus Pool" means with respect to any Performance Period, the sum of the Preliminary Bonus Awards for all Designated Employees excluding Covered Executives, as adjusted by any change made by the Committee pursuant to Section 4(d)(i); provided that, such sum shall not exceed the amount specified in Section 4(a). (b)"Bonus Award" means the bonus payable in respect of a specified Performance Period to a Designated Employee determined in accordance with Section 4.(c)"Bonus Program" means this Rayonier Annual Bonus Program, as it may be modified from time to time by the Committee.(d) "Clawback Policy" has the meaning set forth in Section 8(j).(e)"Code" means the Internal Revenue Code of 1986, as it may be amended from time to time, and the applicable regulations thereunder.(f)"Rayonier Performance Factor" or "RPF" has the meaning set forth in Section 5. (g)"Covered Executive" has the same meaning as set forth in the Plan.(h)"Designated Employees" means with respect to any applicable Performance Period, the Covered Executives and other U.S. based employees as designated by the Committee prior to the end of the first quarter of the Performance Period.(i)"Exchange Act" means the Securities Exchange Act of 1934, as amended.(j)"Performance Period" means the Company's fiscal year or any other period designated by the Committee with respect to which Bonus Awards are granted.(k)"Performance Bonus Award" is the Bonus Award determined in accordance with this Bonus Program and the Plan.(l)"Plan" means the Rayonier Non-Equity Incentive Plan, pursuant to which this Bonus Program is adopted, or any successor thereto. 71477348.8 174916-000540 (m)"Preliminary Bonus Award" means: (i)for Designated Employees other than Covered Executives, the product of multiplying (a) the employee's Target Award times (b) the Rayonier Performance Factor calculated in accordance with Exhibit A; and (ii)for Covered Executives, an amount equal to 150% of the executive's Target Award unless the Rayonier Performance Factor is 0%, in which case the Preliminary Bonus Award will be zero.(n) "Target Award" means with respect to a Designated Employee, the amount expressed as a percent of the Designated Employee's Performance Period base pay earnings.

Definitions from Incentive Plan

This TSR PERFORMANCE AWARD (this "Award") is made effective on the Date of Grant by Denbury Resources Inc. (the "Company") in favor of _____________________ ("Holder").

Definitions. All words capitalized herein that are defined in the Plan shall have the meaning assigned them in the Plan; other capitalized words shall have the following meaning, or shall be defined elsewhere in this Award:(a)"Annual TSR" means for the Company and each Peer Company, the result, expressed as a percentage, of the calculation of TSR for each of them set out in Section 4(a) hereof as to a Calendar Year within the Performance Period.(b)"Beginning Common Stock Price" means the average of the Closing Price of the primary common equity security for the Company and each Peer Company for each of the 10 trading days immediately preceding the first day of each Calendar Year, taken separately, within the Performance Period being measured.(c)"Calendar Year" means the 12-month period beginning January 1 and ending December 31 for the Company and each Peer Company.(d)"Change of Control" or "CIC" means, without limitation, the same as it does in the Plan. (e)"Closing Price" means the last reported sales price of the primary common equity security of the Company and each Peer Company, as reported by the national exchange upon which such security is traded; provided, however, in the event the primary common equity security of the Company or a Peer Company is not traded on a national exchange at the time of such determination, "Closing Price" will be the price determined by the Committee in good faith based upon a review of the facts and circumstances available to the Committee.(f)"Delivery Date" means (i) if Sections 6(b), 7(c)(i), (ii), or (iii) apply, the date on which Performance Shares are delivered to Holder which shall be no later than the dates set forth in Section 6(b) or 7(c)(i), (ii) or (iii), as applicable or (ii) if Sections 6(b) or 7(c)(i), (ii) or (iii) do not apply, the date on which Earned Performance Shares are delivered to Holder, which shall be no later than 30 days following March 31, 2020 (i.e., the Vesting Date).(g)"Disability" means, without limitation, the same as it does in the Plan.(h)"Earned Performance Shares" means the number of Performance Shares which are earned during the Performance Period as described and calculated in Section 6.(i)"Ending Common Stock Price" equals the average of the Closing Price of the primary common equity security for the Company and each Peer Company for each of the 10 trading days ending on and including the last day of each Calendar Year, taken separately, within the Performance Period; provided that in the event of a Change of Control, the price equals the average of the Closing Price of the primary common equity security for the Company and each Peer Company for each of the 10 trading days ending on and including the day such Change of Control takes effect.(j)"Maximum Performance Shares" means the maximum number of Performance Shares, as set forth in Section 1, which may be earned under this Award if there are no reductions in the number of Performance Shares under Section 5.(k)"Peer Company" means each of the companies listed on Appendix A hereto, as adjusted pursuant to Appendix A.(l)"Performance Criteria" means the Total Shareholder Return measure defined in Section 4 for the Performance Period. (m)"Performance Period" means the three-year period beginning on the first day of the Calendar Year of the Date of Grant and ending on December 31 of the Calendar Year two years thereafter, provided that in the event of a Change of Control, the Performance Period will end on the day such Change of Control takes effect.(n)"Performance Percentage" means that percentage determined based upon the relative ranking of the Company's Three-Year Average TSR for the Performance Period compared to the Three-Year Average TSR of each Peer Company for the Performance Period as determined under the provisions of Section 4(e), subject to reduction under Sections 5 and 12, if any.(o)"Post Separation Change of Control" means a Change of Control that closes following Holder's Separation, but where such Separation resulted from the Commencement of the Change of Control prior to Holder's Separation. For all purposes of this Award, the term "Commencement of a Change of Control" shall mean the date on which any material action, including without limitation through a written offer, open-market bid, corporate action, proxy solicitation or otherwise, is taken by a "person" (as defined in Section 13(d) or Section 14(d)(2) of the 1934 Act), or a "group" (as defined in Section 13(d)(3) of the 1934 Act), or their affiliates, to commence efforts that, within 12 months after the date of such material action, leads to a Change of Control involving such person, group, or their affiliates.(p)"Three-Year Average TSR" means for the Company and each Peer Company, the result, expressed as a percentage, of averaging their respective Annual TSR for each of the Calendar Years in the Performance Period.(q)"Total Shareholder Return" or "TSR" shall mean that percentage which reflects the increase or decrease in

Definitions from Incentive Plan

This TSR PERFORMANCE AWARD (this "Award") is made effective on the Date of Grant by Denbury Resources Inc. (the "Company") in favor of _____________________ ("Holder").

Definitions. All words capitalized herein that are defined in the Plan shall have the meaning assigned them in the Plan; other capitalized words shall have the following meaning, or shall be defined elsewhere in this Award:(a)"Annual TSR" means for the Company and each Peer Company, the result, expressed as a percentage, of the calculation of TSR for each of them set out in Section 4(a) hereof as to a Calendar Year within the Performance Period.(b)"Beginning Common Stock Price" means the average of the Closing Price of the primary common equity security for the Company and each Peer Company for each of the 10 trading days immediately preceding the first day of each Calendar Year, taken separately, within the Performance Period being measured.(c)"Calendar Year" means the 12-month period beginning January 1 and ending December 31 for the Company and each Peer Company.(d)"Change of Control" or "CIC" means, without limitation, the same as it does in the Plan. (e)"Closing Price" means the last reported sales price of the primary common equity security of the Company and each Peer Company, as reported by the national exchange upon which such security is traded; provided, however, in the event the primary common equity security of the Company or a Peer Company is not traded on a national exchange at the time of such determination, "Closing Price" will be the price determined by the Committee in good faith based upon a review of the facts and circumstances available to the Committee.(f)"Delivery Date" means (i) if Sections 6(b), 7(c)(i) or (ii) apply, the date on which Performance Cash is paid to Holder which shall be no later than the dates set forth in Section 6(b) or 7(c)(i) or (ii), as applicable or (ii) if Sections 6(b) or 7(c)(i) or (ii) do not apply, the date on which Earned Performance Cash is paid to Holder, which shall be no later than 30 days following March 31, 2020 (i.e., the Vesting Date).(g)"Disability" means, without limitation, the same as it does in the Plan.(h)"Earned Performance Cash" means the amount of Performance Cash which is earned during the Performance Period as described and calculated in Section 6.(i)"Ending Common Stock Price" equals the average of the Closing Price of the primary common equity security for the Company and each Peer Company for each of the 10 trading days ending on and including the last day of each Calendar Year, taken separately, within the Performance Period; provided that in the event of a Change of Control, the price equals the average of the Closing Price of the primary common equity security for the Company and each Peer Company for each of the 10 trading days ending on and including the day such Change of Control takes effect.(j)"Maximum Performance Cash" means the maximum amount of Performance Cash, as set forth in Section 1, which may be earned under this Award if there are no reductions in the amount of Performance Cash under Section 5.(k)"Peer Company" means each of the companies listed on Appendix A hereto, as adjusted pursuant to Appendix A.(l)"Performance Criteria" means the Total Shareholder Return measure defined in Section 4 for the Performance Period. (m)"Performance Period" means the three-year period beginning on the first day of the Calendar Year of the Date of Grant and ending on December 31 of the Calendar Year two years thereafter, provided that in the event of a Change of Control, the Performance Period will end on the day such Change of Control takes effect.(n)"Performance Percentage" means that percentage determined based upon the relative ranking of the Company's Three-Year Average TSR for the Performance Period compared to the Three-Year Average TSR of each Peer Company for the Performance Period as determined under the provisions of Section 4(e), subject to reduction under Sections 5 and 12, if any.(o)"Post Separation Change of Control" means a Change of Control that closes following Holder's Separation, but where such Separation resulted from the Commencement of the Change of Control prior to Holder's Separation. For all purposes of this Award, the term "Commencement of a Change of Control" shall mean the date on which any material action, including without limitation through a written offer, open-market bid, corporate action, proxy solicitation or otherwise, is taken by a "person" (as defined in Section 13(d) or Section 14(d)(2) of the 1934 Act), or a "group" (as defined in Section 13(d)(3) of the 1934 Act), or their affiliates, to commence efforts that, within 12 months after the date of such material action, leads to a Change of Control involving such person, group, or their affiliates.(p)"Three-Year Average TSR" means for the Company and each Peer Company, the result, expressed as a percentage, of averaging their respective Annual TSR for each of the Calendar Years in the Performance Period.(q)"Total Shareholder Return" or "TSR" shall mean that percentage which reflects the increase or decrease in the average closing trading price of the Company'