This excerpt taken from the TECD 10-Q filed Sep 3, 2008.
SECTION 1. DEFINITIONS
1.1 Definitional Provisions.
(a) The words hereof, herein and hereunder and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section, Schedule and Exhibit references are to this Agreement unless otherwise specified.
(b) All accounting terms used herein shall have the respective meanings given to them in accordance with GAAP, unless otherwise provided herein. All computations and determinations for purposes of determining compliance with the financial requirements of this Agreement shall be made in accordance with GAAP, unless otherwise provided herein.
(c) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms or such terms.
1.2 Defined Terms. Each capitalized term used in this Agreement and not otherwise defined herein shall have the meaning ascribed thereto in Appendix A to the Participation Agreement (defined below).
(a) Agreement shall mean this Third Amended and Restated Credit Agreement, as further amended, supplemented, restated or otherwise modified from time to time in accordance with the terms hereof, and includes the Existing Credit Agreement for the period that it was in effect.
(b) Participation Agreement means the Third Amended and Restated Participation Agreement dated as of the date hereof among Tech Data Corporation as Lessee, the Lessor, the Lenders party thereto from time to time, and SunTrust Equity Funding, LLC, as the Administrative Agent, as such agreement may be further amended, modified, restated or supplemented from time to time in accordance with the terms thereof.
This excerpt taken from the TECD 10-Q filed Jun 8, 2006.
For the purposes of the Plan, the following terms shall have the following meanings:
(a) ADJUSTED NET INCOME means, with respect to any fiscal year of the Company, the amount reported as Net Income in the audited Consolidated Statement of Income of the Company and Subsidiaries for such year (as set forth in the Companys Annual Report to Shareholders for such year), adjusted to exclude any of the following items: (i) extraordinary items (as described in Accounting Principles Board Opinion No. 30); (ii) gains or losses on the disposition of discontinued operations; (iii) the cumulative effects of changes in accounting principles; and (iv) any applicable adjustments for calculating net income per diluted share in accordance with generally accepted accounting principles.
(b) ANNUAL NET INCOME PER DILUTED SHARE means, with respect to the fiscal year of the Company in respect of which a determination thereof is being or to be made, the Adjusted Net Income for such year divided by the applicable weighted average number of diluted shares of Common Stock outstanding during such year.
(c) AWARD means any payment or settlement in respect of a grant made pursuant to the Plan, whether in the form of shares of Common Stock or in cash, or in any combination thereof.
(d) BOARD OF DIRECTORS means the Board of Directors of the Company.
(e) CODE means the Internal Revenue Code of 1986, as amended and in effect from time to time, or any successor statute thereto, together with the published rulings, regulations and interpretations duly promulgated thereunder.
(f) COMMITTEE means the Stock Option Committee of the Board of Directors established and constituted as provided in Section 5 of the Plan.
(g) COMMON STOCK means the common stock, par value of $.0015, of the Company, or any security issued by the Company in substitution or exchange therefor or in lieu thereof.
(h) COMMON STOCK EQUIVALENT means a Unit (or fraction thereof, if authorized by the Committee) substantially equivalent to a hypothetical share of Common Stock, credited to a Participant and having a value at any time equal to the Fair Market Value of a share of Common Stock (or such fraction thereof) at such time.
(i) COMPANY means Tech Data Corporation, a Florida corporation, or any successor corporation.
(j) COVERED EMPLOYEE means any person who is a covered employee within the meaning of Section 162(m) of the Code.
(k) CUMULATIVE NET INCOME means, in respect of any Performance Period, the aggregate cumulative amount of the Adjusted Net Income for the fiscal years of the Company during such Performance Period.
(l) CUMULATIVE NET INCOME PER DILUTED SHARE means, in respect of any Performance Period, the aggregate cumulative amount of the Annual Net Income Per Diluted Share for the fiscal years of the Company during such Performance Period.
(m) DIVIDEND EQUIVALENT means, in respect of a Common Stock Equivalent and with respect to each dividend payment date for the Common Stock, an amount equal to the cash dividend on one share of Common Stock payable on such dividend payment date.
(n) EMPLOYEE means any individual, including any officer of the Company, who is on the active payroll of the Company or a Subsidiary at the relevant time.
(o) EXCHANGE ACT means the Securities Exchange Act of 1934, as amended and in effect from time to time, including all rules and regulations promulgated thereunder.
(p) EXECUTIVE OFFICER means, at any time, an individual who is an executive officer of the Company within the meaning of Exchange Act Rule 3b-7 or who is an officer of the Company within the meaning of Exchange Act Rule 16a-1(f).
(q) FAIR MARKET VALUE means, in respect of any date on or as of which a determination thereof is being or to be made, the last sales price per share of the Common Stock reported on such date on The NASDAQ Stock Market or on any other national securities exchange registered under the Exchange Act upon which the Common Stock is then listed on such date, or, if the Common Stock was not traded on such date, on the next preceding day on which sales of shares of the Common Stock were reported on The NASDAQ Stock Market or on any other national securities exchange registered under the Exchange Act upon which the Common Stock is then listed.
(r) INCENTIVE STOCK OPTION means any option to purchase shares of Common Stock granted pursuant to the provisions of Section 6 of the Plan that is intended to be and is specifically designated as an incentive stock option within the meaning of Section 422A of the Code.
(s) NON-QUALIFIED STOCK OPTION means any option to purchase shares of Common Stock granted pursuant to the provisions of Section 6 of the Plan that is not an Incentive Stock Option.
(t) OUTSIDE DIRECTOR shall have the meaning set forth in Section 8A(c) of this Plan.
(u) PARTICIPANT means any Employee of the Company or a Subsidiary who receives a grant or Award under the Plan.
(v) PERFORMANCE GRANT means a grant made pursuant to Section 8 of the Plan, the Award of which is contingent on the achievement of specific Performance Goals during a Performance Period, determined using a specific Performance Measure, all as specified in the grant agreement relating thereto.
(w) PERFORMANCE GOALS mean, with respect to any applicable grant made pursuant to the Plan, the one or more targets, goals or levels of attainment required to be achieved in terms of the specified Performance Measure during the specified Performance Period, all as set forth in the related grant agreement.
(x) PERFORMANCE MEASURE means, with respect to any applicable grant made pursuant to the Plan, one or more of the criteria identified at Section 8(c) of the Plan selected by the Committee for the purpose of establishing, and measuring attainment of, Performance Goals for a Performance Period in respect of such grant, as provided in the related grant agreement.
(y) PERFORMANCE PERIOD means, with respect to any applicable grant made pursuant to the Plan, the one or more periods of time, which may be of varying and overlapping durations, as the Committee may select during which the attainment of one or more Performance Goals will be measured to determine whether, and the extent to which, a Participant is entitled to receive payment of an Award pursuant to such grant, as provided in the related grant agreement.
(z) PLAN means this 2000 Equity Incentive Plan of the Company, as amended by shareholders on June 3, 2003, June 10, 2004 and June 7, 2005, and by the Board from time to time, as set forth herein and as hereafter amended in accordance with the terms hereof.
(aa) RESTRICTED STOCK means shares of Common Stock issued pursuant to a Restricted Stock Grant under Section 7 of the Plan so long as such shares remain subject to the restrictions and conditions specified in the grant agreement pursuant to which such Restricted Stock Grant is made.
(bb) RESTRICTED STOCK GRANT means a grant made pursuant to the provisions of Section 7 of the Plan.
(cc) RESTRICTED STOCK UNIT means an unsecured and unfunded promise to deliver shares of Common Stock pursuant to a Restricted Stock Unit Grant under Section 7 of the Plan or pursuant to a Performance Grant under Section 8 of the Plan.
(dd) RESTRICTED STOCK UNIT GRANT means a grant of Restricted Stock Unit made pursuant to the provisions of Section 7 or Section 8 of the Plan.
(ee) SAR means any stock appreciation right granted under this Plan, which entitles the Participant to receive, in the form of Common Stock, value equal to the excess of (i) the Fair Market Value of a specified number of shares of Common Stock at the date of exercise; over (ii) an exercise price established by the Committee on the date of grant.
(ff) STOCK OPTION means and includes any Non-Qualified Stock Option and any Incentive Stock Option granted pursuant to Section 6 of the Plan.
(gg) SUBSIDIARY means any corporation or entity in which the Company directly or indirectly owns or controls 50% or more of the equity securities issued by such corporation or entity having the power to vote for the election of directors.
(hh) UNIT means a bookkeeping entry used by the Company to record and account for the grant, settlement or, if applicable, deferral of an Award until such time as such Award is paid, canceled, forfeited or terminated, as the case may be, which, except as otherwise specified by the Committee, shall be equal to one Common Stock Equivalent.