RE » Topics » DEFINITIONS

This excerpt taken from the RE 8-K filed Aug 2, 2007.

DEFINITIONS

1.1     Defined Terms. For purposes of this Agreement, in addition to the terms defined elsewhere herein, the following terms shall have the meanings set forth below (such meanings to be equally applicable to the singular and plural forms thereof):

 


Account Control Agreements” means, collectively, each control agreement among a Custodian, the Administrative Agent and (respectively) each of the Borrowers, each in form and substance reasonably satisfactory to the Administrative Agent, as amended.

Account Designation Letter” shall mean a letter from any Borrower to the Administrative Agent, duly completed and signed by an Authorized Officer of such Borrower and in form and substance satisfactory to the Administrative Agent, listing any one or more accounts to which such Borrower may from time to time request the Administrative Agent to forward the proceeds of any Loans made hereunder.

Additional Commitment” shall have the meaning given to such term in

This excerpt taken from the RE 8-K filed May 25, 2006.

Section 2. Definitions

The following terms, used herein, shall have the meaning specified:

 

(a)

“Award” means any award or benefit granted under the terms of the Plan.

(b)  

This excerpt taken from the RE 8-K filed May 27, 2005.

Section 2.  Definitions

        The following terms, used herein, shall have the meaning specified:

    (a)       “Award” means the Retainer Award or a Discretionary Award granted to any Eligible Director under the terms of the Plan.

    (b)        “Award Date” means the date on which an Award under the Plan is granted.

    (c)        “Award Agreement” means an agreement described in Section 8 hereof entered into between the Company and a Participant, setting forth the terms and conditions applicable to the Award granted to the Participant.

    (d)        “Board” means the Board of Directors of the Company as it may be comprised from time to time.

    (e)        Unless otherwise defined in an Award Agreement, “Cause” shall mean any one of the following: (i) the willful engaging by the Participant in continuing or repeated conduct which is demonstrably and materially injurious to the Company or its affiliates, (ii) commission by the Participant of an act that involves theft, fraud or dishonesty (whether or not involving the Company, its affiliates or Participant’s duties at or relating to the Company or its affiliates), (iii) the Participant’s continuing or repeated material failure to abide by or comply with the internal policies or procedures of the Company or its affiliates (as may be applicable to Directors) or any non-compete or confidentiality agreement with the Company or its affiliates, or (iv) conviction of any crime that constitutes a felony (whether or not involving the Company, its affiliates or the Participant’s duties at or relating to the Company or its affiliates).

    (f)        “Change in Control” shall be as defined in Section 10.

    (g)        “Code” means the Internal Revenue Code of 1986, and any successor statute, and the regulations promulgated thereunder, as it or they may be amended from time to time.

    (h)        “Committee” means the Committee as defined in Section 12.

    (i)        “Common Shares” means common shares of the Company, par value $.01 per share, or any security of the Company issued in substitution, exchange or lieu thereof.

    (j)        “Date of Termination” means the last day on which a Participant serves as a Director.

    (k)        “Discretionary Award” shall be as defined in Section 6.

    (l)        “Director” means a member of the Board.

    (m)        “Effective Date” means the Effective Date as defined in Section 12(e).


    (n)        “Eligible Director” means each Director who is not an Employee of the Company.

    (o)        “Employee” means officers and employees of the Company or a Subsidiary, and excludes directors who are not also officers or employees of the Company or a Subsidiary. “Employee” includes consultants and advisors that provide bona fide services (other than services as a director) to the Company or a Subsidiary, provided that such services are not in connection with the offer or sale of securities of the Company or a Subsidiary in a capital-raising transaction.

    (p)        “Exchange Act” means the Securities Exchange Act of 1934, and any successor statute, as it may be amended from time to time.

    (q)        “Exercise Price” means a purchase or exercise price established by the Committee at the time an Option or SAR is granted.

    (r)        “Fair Market Value” means, unless otherwise provided in the Award Agreement, the average of the highest and lowest sale price of Common Shares as reported on the Composite Transaction Tape of the New York Stock Exchange (or on such other exchange, if any, on which the Common Shares are traded) on the relevant date, or if no sale of Common Shares are reported for such date, the next preceding day for which there is a reported sale. If Common Shares are not traded on any such exchange, Fair Market Value shall be as determined in the Award Agreement, or as may be determined in good faith by the Committee. In no event, shall the Fair Market Value be less than the prevailing par value of a Common Share to be issued under the Plan.

    (s)        “Option” means a non-qualified stock option Award granted under the Plan that entitles the Participant, for a certain period of time, to purchase Common Shares at an Exercise Price established by the Committee.

    (t)        “Participant” means any Eligible Director who has been granted an Award pursuant to this Plan.

    (u)        “Plan Year” shall mean each calendar year, with the first Plan Year beginning on the Effective Date and ending on December 31, 2003.

    (v)        “Restricted Stock” shall be as defined in Section 6(c)(2).

    (w)        “Retainer Award” shall be as defined in Section 5(a).

    (x)        “Retainer Fee” means the annual compensation fee for services to be rendered as a Director to be paid to each Eligible Director as determined annually by the Board in its sole discretion. Such fees are to be paid in cash, or in stock at the election of each Eligible Director as provided in Section 5 of this Plan, on a quarterly basis (or other period as may be determined by the Board). Cash payments will become payable as of the last business day of the applicable Plan Year quarter. For Retainer Fees to be paid in the form of stock, the payment date shall be the first business day of the next following Plan Year quarter.

    (y)        “SAR” shall be as defined in Section 6(b).

    (z)        “Section 16” means Section 16 of the Exchange Act, and any successor statutory provision, and the rules promulgated thereunder, as it or they may be amended from time to time.

    (aa)        “Stock Award” shall be as defined in Section 6(c)(1).

    (bb)        “Subsidiary” means any corporation in which the Company, directly or indirectly, controls 50% or more of the total combined voting power of all classes of such corporation’s common equity.

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