Total Shareholder Return Uses in Definitions Clause

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 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'

Definitions from Incentive Plan

Definitions. The following terms are defined as set forth below: Administrator means the Committee described in Section 2. Annual Revenue means the Companys or a business units net sales for the Fiscal Year, determined in accordance with generally accepted accounting principles; provided, however, that prior to the Fiscal Year, the Administrator shall determine whether any significant item(s) shall be excluded or included from the calculation of Annual Revenue with respect to one or more Participants. Applicable Laws means the requirements relating to the administration of equity compensation plans under U.S. state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is listed or quoted and the applicable laws of any foreign country or jurisdiction where Awards are granted under the Plan. Award or Awards, except where referring to a particular category of grant under the Plan, shall include Incentive Stock Options, Non-Qualified Stock Options, Restricted Stock, Restricted Stock Units, Stock Appreciation Rights, Dividend Equivalents and Deferred Stock Awards. Award Agreement means a written agreement between the Company and the recipient of an Award specifying the terms and conditions of the Award. Each Award Agreement is subject to the terms and conditions of this Plan. Awarded Stock means the Common Stock subject to an Award. Board means the Board of Directors of the Company. Cash Position means the Companys level of cash and cash equivalents. Code means the Internal Revenue Code of 1986, as amended, and any successor tax code, along with related rules and regulations. Committee means the Committee of the Board referred to in Section 2. Company means Williams-Sonoma, Inc., a California corporation, and any successor thereto. Disability means total and permanent disability as defined in Section 22(e)(3) of the Code. Deferred Stock Award means an Award granted pursuant to Section 10. Dividend Equivalent means a credit, payable in cash, made at the discretion of the Administrator, to the account of a Participant in an amount equal to the cash dividends paid on one Share for each Share represented by an Award held by such Participant. Earnings Per Share means as to any Fiscal Year, the Companys or a business units Net Income, divided by a weighted average number of common shares outstanding and dilutive common equivalent shares deemed outstanding, determined in accordance with generally accepted accounting principles. Effective Date means the date of the Companys 2006 annual shareholders meeting. Exchange Act means the Securities Exchange Act of 1934, as amended from time to time. Fair Market Value means, as of any date, the closing sales price for a share of Stock (or the closing bid, if no sales are reported) as quoted on the New York Stock Exchange on the last market trading day prior to the day of determination, as reported in the Wall Street Journal or any other source the Administrator considers reliable, or, if the shares of Stock cease to be traded on the New York Stock Exchange, the value which the Administrator determines most closely reflects the fair market value of the shares. Fiscal Year means a fiscal year of the Company. Incentive Stock Option means any Stock Option that is intended to qualify as, and is designated in writing in the related Option Award agreement as intending to constitute, an incentive stock option as defined in Section 422 of the Code. Net Income means as to any Fiscal Year, the income after taxes of the Company or a business unit for the Fiscal Year determined in accordance with generally accepted accounting principles, provided that prior to the Fiscal Year, the Administrator shall determine whether any significant item(s) shall be included or excluded from the calculation of Net Income with respect to one or more Participants. Non-employee Director means a member of the Board who is not also an employee of the Company or any Subsidiary. Non-Qualified Stock Option means any Stock Option that is not an Incentive Stock Option. Operating Cash Flow means the Companys or a business units sum of Net Income plus depreciation and amortization less capital expenditures plus changes in working capital comprised of accounts receivable, inventories, other current assets, trade accounts payable, accrued expenses, product warranty, advance payments from customers and long-term accrued expenses, determined in accordance with generally acceptable accounting principles. Operating Income means the Companys or a business units income from operations but excluding any unusual items, determined in accordance with generally accepted accounting principles. Parent means a parent corporation, whether now or hereafter existing, as defined in Section 424(e) of the Code. Participant means the holder of an outstanding Award granted under the Plan. Performance Goals means the goal(s) (or combined goal(s)) determined by the Administrator (i

Definitions from Incentive Plan

Definitions. The following terms are defined as set forth below: Administrator means the Committee described in Section 2. Annual Revenue means the Companys or a business units net sales for the Fiscal Year, determined in accordance with generally accepted accounting principles; provided, however, that prior to the Fiscal Year, the Administrator shall determine whether any significant item(s) shall be excluded or included from the calculation of Annual Revenue with respect to one or more Participants. Applicable Laws means the requirements relating to the administration of equity compensation plans under U.S. state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is listed or quoted and the applicable laws of any foreign country or jurisdiction where Awards are granted under the Plan. Award or Awards, except where referring to a particular category of grant under the Plan, shall include Incentive Stock Options, Non-Qualified Stock Options, Restricted Stock, Restricted Stock Units, Stock Appreciation Rights, Dividend Equivalents and Deferred Stock Awards. Award Agreement means a written agreement between the Company and the recipient of an Award specifying the terms and conditions of the Award. Each Award Agreement is subject to the terms and conditions of this Plan. Awarded Stock means the Common Stock subject to an Award. Board means the Board of Directors of the Company. Cash Position means the Companys level of cash and cash equivalents. Code means the Internal Revenue Code of 1986, as amended, and any successor tax code, along with related rules and regulations. Committee means the Committee of the Board referred to in Section 2. Company means Williams-Sonoma, Inc., a California corporation, and any successor thereto. Disability means total and permanent disability as defined in Section 22(e)(3) of the Code. Deferred Stock Award means an Award granted pursuant to Section 10. Dividend Equivalent means a credit, payable in cash, made at the discretion of the Administrator, to the account of a Participant in an amount equal to the cash dividends paid on one Share for each Share represented by an Award held by such Participant. Earnings Per Share means as to any Fiscal Year, the Companys or a business units Net Income, divided by a weighted average number of common shares outstanding and dilutive common equivalent shares deemed outstanding, determined in accordance with generally accepted accounting principles. Effective Date means the date of the Companys 2006 annual shareholders meeting. Exchange Act means the Securities Exchange Act of 1934, as amended from time to time. Fair Market Value means, as of any date, the closing sales price for a share of Stock (or the closing bid, if no sales are reported) as quoted on the New York Stock Exchange on the last market trading day prior to the day of determination, as reported in the Wall Street Journal or any other source the Administrator considers reliable, or, if the shares of Stock cease to be traded on the New York Stock Exchange, the value which the Administrator determines most closely reflects the fair market value of the shares. Fiscal Year means a fiscal year of the Company. Incentive Stock Option means any Stock Option that is intended to qualify as, and is designated in writing in the related Option Award agreement as intending to constitute, an incentive stock option as defined in Section 422 of the Code. Net Income means as to any Fiscal Year, the income after taxes of the Company or a business unit for the Fiscal Year determined in accordance with generally accepted accounting principles, provided that prior to the Fiscal Year, the Administrator shall determine whether any significant item(s) shall be included or excluded from the calculation of Net Income with respect to one or more Participants. Non-employee Director means a member of the Board who is not also an employee of the Company or any Subsidiary. Non-Qualified Stock Option means any Stock Option that is not an Incentive Stock Option. Operating Cash Flow means the Companys or a business units sum of Net Income plus depreciation and amortization less capital expenditures plus changes in working capital comprised of accounts receivable, inventories, other current assets, trade accounts payable, accrued expenses, product warranty, advance payments from customers and long-term accrued expenses, determined in accordance with generally acceptable accounting principles. Operating Income means the Companys or a business units income from operations but excluding any unusual items, determined in accordance with generally accepted accounting principles. Parent means a parent corporation, whether now or hereafter existing, as defined in Section 424(e) of the Code. Participant means the holder of an outstanding Award granted under the Plan. Performance Goals means the goal(s) (or combined goal(s)) determined by the Administrator (i

Definitions from Incentive Plan

Definitions. The following terms are defined as set forth below: Administrator means the Committee described in Section 2. Annual Revenue means the Companys or a business units net sales for the Fiscal Year, determined in accordance with generally accepted accounting principles; provided, however, that prior to the Fiscal Year, the Administrator shall determine whether any significant item(s) shall be excluded or included from the calculation of Annual Revenue with respect to one or more Participants. Applicable Laws means the requirements relating to the administration of equity compensation plans under U.S. state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is listed or quoted and the applicable laws of any foreign country or jurisdiction where Awards are granted under the Plan. Award or Awards, except where referring to a particular category of grant under the Plan, shall include Incentive Stock Options, Non-Qualified Stock Options, Restricted Stock, Restricted Stock Units, Stock Appreciation Rights, Dividend Equivalents and Deferred Stock Awards. Award Agreement means a written agreement between the Company and the recipient of an Award specifying the terms and conditions of the Award. Each Award Agreement is subject to the terms and conditions of this Plan. Awarded Stock means the Common Stock subject to an Award. Board means the Board of Directors of the Company. Cash Position means the Companys level of cash and cash equivalents. Code means the Internal Revenue Code of 1986, as amended, and any successor tax code, along with related rules and regulations. Committee means the Committee of the Board referred to in Section 2. Company means Williams-Sonoma, Inc., a California corporation, and any successor thereto. Disability means total and permanent disability as defined in Section 22(e)(3) of the Code. Deferred Stock Award means an Award granted pursuant to Section 10. Dividend Equivalent means a credit, payable in cash, made at the discretion of the Administrator, to the account of a Participant in an amount equal to the cash dividends paid on one Share for each Share represented by an Award held by such Participant. Earnings Per Share means as to any Fiscal Year, the Companys or a business units Net Income, divided by a weighted average number of common shares outstanding and dilutive common equivalent shares deemed outstanding, determined in accordance with generally accepted accounting principles. Effective Date means the date of the Companys 2006 annual shareholders meeting. Exchange Act means the Securities Exchange Act of 1934, as amended from time to time. Fair Market Value means, as of any date, the closing sales price for a share of Stock (or the closing bid, if no sales are reported) as quoted on the New York Stock Exchange on the last market trading day prior to the day of determination, as reported in the Wall Street Journal or any other source the Administrator considers reliable, or, if the shares of Stock cease to be traded on the New York Stock Exchange, the value which the Administrator determines most closely reflects the fair market value of the shares. Fiscal Year means a fiscal year of the Company. Incentive Stock Option means any Stock Option that is intended to qualify as, and is designated in writing in the related Option Award agreement as intending to constitute, an incentive stock option as defined in Section 422 of the Code. Net Income means as to any Fiscal Year, the income after taxes of the Company or a business unit for the Fiscal Year determined in accordance with generally accepted accounting principles, provided that prior to the Fiscal Year, the Administrator shall determine whether any significant item(s) shall be included or excluded from the calculation of Net Income with respect to one or more Participants. Non-employee Director means a member of the Board who is not also an employee of the Company or any Subsidiary. Non-Qualified Stock Option means any Stock Option that is not an Incentive Stock Option. Operating Cash Flow means the Companys or a business units sum of Net Income plus depreciation and amortization less capital expenditures plus changes in working capital comprised of accounts receivable, inventories, other current assets, trade accounts payable, accrued expenses, product warranty, advance payments from customers and long-term accrued expenses, determined in accordance with generally acceptable accounting principles. Operating Income means the Companys or a business units income from operations but excluding any unusual items, determined in accordance with generally accepted accounting principles. Parent means a parent corporation, whether now or hereafter existing, as defined in Section 424(e) of the Code. Participant means the holder of an outstanding Award granted under the Plan. Performance Goals means the goal(s) (or combined goal(s)) determined by the Administrator (i

Definitions from Incentive Plan

Definitions. All singular terms defined in this Plan will include the plural and vice versa. As used herein, the following terms will have the meaning specified below: "Adjusted EBIT" means EBIT, subject to, and/or after giving effect to, any adjustments applicable pursuant to Section 9A(iv) at the time Business Criteria and Performance Target(s) are established for any Year or Years. "Adjusted EPS" means EPS, subject to, and/or after giving effect to, any adjustments applicable pursuant to Section 9A(iv) at the time Business Criteria and Performance Target(s) are established for any Year or Years. "Adjusted Net Income" means Net Income, subject to, and/or after giving effect to, any adjustments applicable pursuant to Section 9A(iv) at the time Business Criteria and Performance Target(s) are established for any Year or Years. "Adjusted Return on Assets" means Return on Assets subject to, and/or after giving effect to, any adjustments applicable pursuant to Section 9A(iv) at the time Business Criteria and Performance Target(s) are established for any Year or Years. "Adjusted Return on Equity" means Return on Equity, subject to, and/or after giving effect to, any adjustments applicable pursuant to Section 9A(iv) at the time Business Criteria and Performance Target(s) are established for any Year or Years. "Award" means individually or collectively, Restricted Stock, Restricted Stock Units, Options, Performance Units, Stock Appreciation Rights, Dividend Equivalents, or Equity granted under this Plan. "Board" means the Board of Directors of the Company. "Book Value" means the book value of a share of Stock determined in accordance with the Company's regular accounting practices as of the last business day of the month immediately preceding the month in which a Stock Appreciation Right is exercised as provided in Section 10. "Business Criteria" means any one or any combination of Net Income, Adjusted Net Income, Return on Equity, Adjusted Return on Equity, Return on Assets, Adjusted Return on Assets, Total Shareholder Return, Stock Fair Market Value, EBIT, Adjusted EBIT, EPS or Adjusted EPS. "Code" means the Internal Revenue Code of 1986, as amended. Reference in the Plan to any section of the Code will be deemed to include any amendments or successor provisions to such section and any regulations promulgated thereunder. "Committee" means the Committee on Management of the Board; provided, however, that if such Committee fails to satisfy the disinterested administration provisions of Section 16b-3 of the 1934 Act or the outside director provisions of Section 162(m)(4)(C) of the Code, "Committee" shall mean a committee of directors of the Company who satisfy the requirements of such Sections. "Company" means Constellation Energy Group, Inc., a Maryland corporation, or its successor, including any "New Company" as provided in Section 15I. "Date of Grant" means the date on which the granting of an Award is authorized by the Committee or such later date as may be specified by the Committee in such authorization. "Date of Retirement" means the date of Retirement. "Disability" means the determination that a Participant is "disabled" under the Company disability plan in effect at that time. "Dividend Equivalent" means an Award granted under Section 11. "EBIT" for any Year means the consolidated earnings before income taxes of the Company, as reported in the consolidated financial statements of the Company for the Year. "Eligible Person" means any person who satisfies all of the requirements of Section 5. "EPS" for any Year means diluted earnings per share of the Company, as reported in the Company's consolidated financial statements for the Year. "Equity" means an Award granted under Section 12. "Exercise Period" means the period or periods during which a Stock Appreciation Right is exercisable as described in Section 10. "Fair Market Value" means the average of the highest and lowest price at which the Stock was sold regular way on the New York Stock Exchange-Composite Transactions on a specified date. "Incentive Stock Option" means an incentive stock option within the meaning of Section 422 of the Code. "Net Income" for any Year means the consolidated net income of the Company, as reported in the consolidated financial statements of the Company for the Year. "1934 Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. "Option" or "Stock Option" means either a nonqualified stock option or an incentive stock option granted under Section 8. "Option Period" or "Option Periods" means the period or periods during which an Option is exercisable as described in Section 8. "Participant" means an individual who has been granted an Award under this Plan. "Pension Plan" means the Pension Plan of Constellation Energy Group, Inc. as may be amended from time to time. "Performance-Based" means that in determining the amount of a Restricted Stock or Restricted Stock Unit Award payout, the

Definitions from Incentive Plan

Definitions. All singular terms defined in this Plan will include the plural and vice versa. As used herein, the following terms will have the meaning specified below: "Adjusted EBIT" means EBIT, subject to, and/or after giving effect to, any adjustments applicable pursuant to Section 9A(iv) at the time Business Criteria and Performance Target(s) are established for any Year or Years. "Adjusted EPS" means EPS, subject to, and/or after giving effect to, any adjustments applicable pursuant to Section 9A(iv) at the time Business Criteria and Performance Target(s) are established for any Year or Years. "Adjusted Net Income" means Net Income, subject to, and/or after giving effect to, any adjustments applicable pursuant to Section 9A(iv) at the time Business Criteria and Performance Target(s) are established for any Year or Years. "Adjusted Return on Assets" means Return on Assets subject to, and/or after giving effect to, any adjustments applicable pursuant to Section 9A(iv) at the time Business Criteria and Performance Target(s) are established for any Year or Years. "Adjusted Return on Equity" means Return on Equity, subject to, and/or after giving effect to, any adjustments applicable pursuant to Section 9A(iv) at the time Business Criteria and Performance Target(s) are established for any Year or Years. "Award" means individually or collectively, Restricted Stock, Restricted Stock Units, Options, Performance Units, Stock Appreciation Rights, Dividend Equivalents, or Equity granted under this Plan. "Board" means the Board of Directors of the Company. "Book Value" means the book value of a share of Stock determined in accordance with the Company's regular accounting practices as of the last business day of the month immediately preceding the month in which a Stock Appreciation Right is exercised as provided in Section 10. "Business Criteria" means any one or any combination of Net Income, Adjusted Net Income, Return on Equity, Adjusted Return on Equity, Return on Assets, Adjusted Return on Assets, Total Shareholder Return, Stock Fair Market Value, EBIT, Adjusted EBIT, EPS or Adjusted EPS. "Code" means the Internal Revenue Code of 1986, as amended. Reference in the Plan to any section of the Code will be deemed to include any amendments or successor provisions to such section and any regulations promulgated thereunder. "Committee" means the Committee on Management of the Board; provided, however, that if such Committee fails to satisfy the disinterested administration provisions of Section 16b-3 of the 1934 Act or the outside director provisions of Section 162(m)(4)(C) of the Code, "Committee" shall mean a committee of directors of the Company who satisfy the requirements of such Sections. "Company" means Constellation Energy Group, Inc., a Maryland corporation, or its successor, including any "New Company" as provided in Section 15I. "Date of Grant" means the date on which the granting of an Award is authorized by the Committee or such later date as may be specified by the Committee in such authorization. "Date of Retirement" means the date of Retirement. "Disability" means the determination that a Participant is "disabled" under the Company disability plan in effect at that time. "Dividend Equivalent" means an Award granted under Section 11. "EBIT" for any Year means the consolidated earnings before income taxes of the Company, as reported in the consolidated financial statements of the Company for the Year. "Eligible Person" means any person who satisfies all of the requirements of Section 5. "EPS" for any Year means diluted earnings per share of the Company, as reported in the Company's consolidated financial statements for the Year. "Equity" means an Award granted under Section 12. "Exercise Period" means the period or periods during which a Stock Appreciation Right is exercisable as described in Section 10. "Fair Market Value" means the average of the highest and lowest price at which the Stock was sold regular way on the New York Stock Exchange-Composite Transactions on a specified date. "Incentive Stock Option" means an incentive stock option within the meaning of Section 422 of the Code. "Net Income" for any Year means the consolidated net income of the Company, as reported in the consolidated financial statements of the Company for the Year. "1934 Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. "Option" or "Stock Option" means either a nonqualified stock option or an incentive stock option granted under Section 8. "Option Period" or "Option Periods" means the period or periods during which an Option is exercisable as described in Section 8. "Participant" means an individual who has been granted an Award under this Plan. "Pension Plan" means the Pension Plan of Constellation Energy Group, Inc. as may be amended from time to time. "Performance-Based" means that in determining the amount of a Restricted Stock or Restricted Stock Unit Award payout, the