A.1 Definitions for Cedar_Fair,

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Cedar Fair, L.P. (FUN)

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FUN » Topics » A.1 Definitions

This excerpt taken from the FUN 8-K filed May 20, 2008.

A.1 Definitions

(a) “Performance-Based Compensation” shall mean compensation, the amount of which, or the entitlement to which, is contingent on the satisfaction of pre-established organizational or individual performance criteria relating to a Performance Period of at least twelve (12) consecutive months. Performance criteria shall be established in writing not later than ninety (90) days after the commencement of the period of service to which the criteria relate; provided that the outcome is substantially uncertain at the time the criteria are established. Compensation shall not be Performance-Based Compensation if any amount or portion will be paid regardless of performance or if the outcome is based upon a level of performance that is substantially certain to be met at the time the criteria are established.

This excerpt taken from the FUN DEF 14A filed Mar 28, 2008.

A.1 Definitions

These excerpts taken from the FUN 10-K filed Feb 29, 2008.

Definitions

As used in the Plan, the following terms shall have the meanings set forth below:

2.1

“Account” shall mean the account established and maintained by the Committee for bookkeeping purposes to reflect the nonqualified retirement benefit of a Participant under the Plan. Accounts shall be bookkeeping entries only and shall be utilized solely as devices for the measurement and determination of the amounts to be paid to a vested Participant or the Beneficiary of a vested Participant under the Plan.

2.2

“Affiliate” shall mean an employer with which the Company would be considered a single employer under Sections 414(b) and 414(c) of the Code including, without limitation, Magnum Management Corporation, using eighty percent (80%) as the percentage of ownership required under such Code sections.

2.3

“Beneficiary” shall mean any person, estate, or trust entitled to receive any payment under the Plan upon the death of a Participant. A Participant shall designate his beneficiary on a form provided by the Committee.

2.4

“Board” shall mean the Board of Directors of CFMI.

2.5

“Cedar Fair” shall mean the Company, its Affiliates, and CFMI.

2.6

“CFMI” shall mean Cedar Fair Management, Inc., an Ohio corporation.

2.7

“Change in Control” shall mean a change in the ownership of the Company, a change in the effective control of the Company, or a change in the ownership of a substantial portion of the assets of the Company that constitutes a “change in control” under Section 409A (applied by analogy as if the Company were a corporation).

2.8

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, and any successor thereto.

2.9

“Committee” shall mean the Compensation Committee of the Board or any other committee or designee of the Board that the Board authorizes to administer the Plan.

2.10

“Company” shall mean Cedar Fair, L.P. a Delaware limited partnership.

2.11

“Disabled” or “Disability” shall mean:

(i)

If the Participant is not covered under a disability insurance program of Cedar Fair, that the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months; or

(ii)

If the Participant is covered by a disability insurance program of Cedar Fair, that the Participant is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of Cedar Fair.

For purposes of the Plan, a Participant shall be deemed to be Disabled if such Participant is determined to be totally disabled by the United States Social Security Administration or if such Participant is determined to be disabled in accordance with the applicable disability insurance program; provided that the definition of “disability” under such disability insurance program complies with the requirements of paragraph (ii) of this Section 2.11.

2.12

“Effective Date” shall mean February 4, 2008, or such other date in 2008 that the Plan is approved by the Board.

2.13

“Eligible Person” shall mean any key employee of the Company, any Affiliate, or CFMI and any officer thereof who is a management or highly compensated employee and who is designated, in the sole discretion of the Committee, to be eligible to participate in the Plan.

2.14

“Participant” shall mean an Eligible Person who is selected by the Committee to participate in the Plan.

2.15

“Plan” shall mean the Cedar Fair, L.P. 2008 Supplemental Retirement Plan, as amended from time to time.

2.16

“Plan Year” shall mean the initial plan year period beginning on the Effective Date and ending on December 31, 2008, and the calendar year beginning on January 1 and ending on December 31 of each subsequent year during the continuation of the Plan.

2.17

“Prior Plan” shall mean the Cedar Fair Amended and Restated Supplemental Retirement Program.

2.18

“Retire” or “Retirement” shall mean a Separation from Service at or after attainment of age sixty (62).

2.19

“Section 409A” shall mean Section 409A of the Code and the regulations and other guidance issued thereunder by the United States Department of Treasury and/or the Internal Revenue Service.

2.20

“Separation from Service” shall mean the termination of employment of a Participant with the Company and all Affiliates (and, if applicable, with CFMI) that is a “separation from service” within the meaning of Section 409A.

2.21

“Specified Employee” shall mean a “specified employee” within the meaning of Section 409A and the Company’s “specified employee” identification policy, if any.

2.22

“Year of Service” shall mean each one-year period of time, including time before a Participant’s commencement of participation in the Plan, commencing on the date on which a Participant was first employed by Cedar Fair (including its predecessors and/or successors) and each year’s anniversary of such employment.

Definitions

STYLE="margin-top:12px;margin-bottom:0px; text-indent:6%">As used in the Plan, the following terms shall have the meanings set forth below:

STYLE="font-size:6px;margin-top:0px;margin-bottom:0px">

2.1

“Account” shall mean the account established and maintained by the Committee for bookkeeping purposes to reflect the nonqualified retirement benefit of a
Participant under the Plan. Accounts shall be bookkeeping entries only and shall be utilized solely as devices for the measurement and determination of the amounts to be paid to a vested Participant or the Beneficiary of a vested Participant under
the Plan.

2.2

“Affiliate” shall mean an employer with which the Company would be considered a single employer under Sections 414(b) and 414(c) of the Code including, without
limitation, Magnum Management Corporation, using eighty percent (80%) as the percentage of ownership required under such Code sections.

2.3

“Beneficiary” shall mean any person, estate, or trust entitled to receive any payment under the Plan upon the death of a Participant. A Participant shall designate
his beneficiary on a form provided by the Committee.

2.4

“Board” shall mean the Board of Directors of CFMI.

2.5

“Cedar Fair” shall mean the Company, its Affiliates, and CFMI.

2.6

“CFMI” shall mean Cedar Fair Management, Inc., an Ohio corporation.

2.7

“Change in Control” shall mean a change in the ownership of the Company, a change in the effective control of the Company, or a change in the ownership of a
substantial portion of the assets of the Company that constitutes a “change in control” under Section 409A (applied by analogy as if the Company were a corporation).

STYLE="font-size:6px;margin-top:0px;margin-bottom:0px">

2.8

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, and any successor thereto.

STYLE="font-size:6px;margin-top:0px;margin-bottom:0px">

2.9

“Committee” shall mean the Compensation Committee of the Board or any other committee or designee of the Board that the Board authorizes to administer the Plan.

2.10

“Company” shall mean Cedar Fair, L.P. a Delaware limited partnership.

2.11

“Disabled” or “Disability” shall mean:

(i)

If the Participant is not covered under a disability insurance program of Cedar Fair, that the Participant is unable to engage in any substantial gainful activity by reason of any
medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months; or

STYLE="font-size:6px;margin-top:0px;margin-bottom:0px">

(ii)

If the Participant is covered by a disability insurance program of Cedar Fair, that the Participant is, by reason of any medically determinable physical or mental impairment that
can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health
plan covering employees of Cedar Fair.

For purposes of the Plan, a Participant shall be deemed to be Disabled if such
Participant is determined to be totally disabled by the United States Social Security Administration or if such Participant is determined to be disabled in accordance with the applicable disability insurance program; provided that the definition of
“disability” under such disability insurance program complies with the requirements of paragraph (ii) of this Section 2.11.

2.12

“Effective Date” shall mean February 4, 2008, or such other date in 2008 that the Plan is approved by the Board.

STYLE="font-size:6px;margin-top:0px;margin-bottom:0px">

2.13

“Eligible Person” shall mean any key employee of the Company, any Affiliate, or CFMI and any officer thereof who is a management or highly compensated employee and
who is designated, in the sole discretion of the Committee, to be eligible to participate in the Plan.

2.14

“Participant” shall mean an Eligible Person who is selected by the Committee to participate in the Plan.

STYLE="font-size:6px;margin-top:0px;margin-bottom:0px">

2.15

“Plan” shall mean the Cedar Fair, L.P. 2008 Supplemental Retirement Plan, as amended from time to time.

STYLE="font-size:6px;margin-top:0px;margin-bottom:0px">

2.16

“Plan Year” shall mean the initial plan year period beginning on the Effective Date and ending on December 31, 2008, and the calendar year beginning on
January 1 and ending on December 31 of each subsequent year during the continuation of the Plan.

2.17

“Prior Plan” shall mean the Cedar Fair Amended and Restated Supplemental Retirement Program.

STYLE="font-size:6px;margin-top:0px;margin-bottom:0px">

2.18

“Retire” or “Retirement” shall mean a Separation from Service at or after attainment of age sixty (62).

STYLE="font-size:6px;margin-top:0px;margin-bottom:0px">

2.19

“Section 409A” shall mean Section 409A of the Code and the regulations and other guidance issued thereunder by the United States Department of Treasury and/or
the Internal Revenue Service.

2.20

“Separation from Service” shall mean the termination of employment of a Participant with the Company and all Affiliates (and, if applicable, with CFMI) that is a
“separation from service” within the meaning of Section 409A.

2.21

“Specified Employee” shall mean a “specified employee” within the meaning of Section 409A and the Company’s “specified employee”
identification policy, if any.

2.22

“Year of Service” shall mean each one-year period of time, including time before a Participant’s commencement of participation in the Plan, commencing on the
date on which a Participant was first employed by Cedar Fair (including its predecessors and/or successors) and each year’s anniversary of such employment.

ALIGN="center">Article III

These excerpts taken from the FUN 10-Q filed Aug 3, 2007.

A.1. Definitions

(a) “Performance-Based Compensation” means compensation that is not equity-based compensation, and the amount of which, or the entitlement to which, is contingent on the satisfaction of pre-established organizational or individual performance criteria relating to a performance period of at least twelve (12) consecutive months. Performance criteria shall be established in writing not later than ninety (90) days after the commencement of the period of service to which the criteria relate; provided that the outcome is substantially uncertain at the time the criteria are established. Compensation shall not be Performance-Based Compensation if any amount or portion will be paid regardless of performance or if the outcome is based upon a level of performance that is substantially certain to be met at the time the criteria are established.

A.1. Definitions

(a) “Performance-Based Compensation” means compensation, the amount of which, or the entitlement to which, is contingent on the satisfaction of pre-established organizational or individual performance criteria relating to a performance period of at least twelve (12) consecutive months. Performance criteria shall be established in writing not later than ninety (90) days after the commencement of the period of service to which the criteria relate; provided that the outcome is substantially uncertain at the time the criteria are established. Compensation shall not be Performance-Based Compensation if any amount or portion will be paid regardless of performance or if the outcome is based upon a level of performance that is substantially certain to be met at the time the criteria are established.

EXCERPTS ON THIS PAGE:

8-K	May 20, 2008

DEF 14A	Mar 28, 2008

10-K (2 sections)	Feb 29, 2008

10-Q (2 sections)	Aug 3, 2007

Cedar Fair, L.P. (FUN)

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