Definition of Retirement. For purposes of this Agreement, “Retirement” means a voluntary termination of the Grantee’s employment for any reason more than 179 days after the Grant Date; provided, that as of the date of such termination, the Grantee: # has at least ten years of service as an employee of the ​ or a Subsidiary; # has attained the age of 60; and # has not, as of the Payment Date, obtained substantial employment or service as a consultant to any person or entity (other than with the ​ or its Subsidiaries) engaged in the business of the ​ or its Subsidiaries.

Effective with respect to an Eligible Rollover Distribution made after December 31, 2006, an Eligible Retirement Plan is an individual retirement account described in [section 408(a)] of the IRC; an individual retirement annuity described in [section 408(b)] of the IRC; an annuity plan described in [section 403(a)] of the IRC; an annuity contract described in [Section 403(b)] of the IRC; an eligible plan under [Section 457(b)] of the IRC maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state, that agrees to account separately for the Eligible Rollover Distribution; or a qualified trust described in [section 401(a)] of the IRC that accepts the Distributee’s Eligible Rollover Distribution. With respect to the portion of an Eligible Rollover Distribution that is not includible in gross income (if it were paid to the Distributee), an “Eligible Retirement Plan” is limited to a qualified trust described in [section 401(a)] of the IRC, or an annuity contract described in [section 403(b)] of the IRC, that agrees to account separately for the portion which is includible in gross income and the portion which is not so includible, or an individual retirement account or annuity described in [section 408(a) or 408(b)])] of the IRC. Effective with respect to an Eligible Rollover Distribution made on or after July 1, 2007 to a Beneficiary who is not the Employee’s or former Employee’s surviving spouse, an “Eligible Retirement Plan” is limited to an individual retirement account or annuity described in [section 408(a) or 408(b)])] of the IRC established for the purpose of receiving the Eligible Rollover Distribution on behalf of such Beneficiary and that agrees to be treated as an inherited individual retirement account or annuity within the meaning of [section 402(c)(11)] of the IRC. Effective with respect to an Eligible Rollover Distribution made after December 31, 2007, “Eligible Retirement Plan” also includes a Roth IRA described in [section 408A] of the IRC.

Qualified Pre-Retirement Survivor Annuity (QPSA). Unless otherwise elected as provided below, a Vested Participant who dies before the Annuity Starting Date and who has a surviving Spouse shall have the Pre-Retirement Survivor Annuity paid to the surviving Spouse. The Participant's Spouse may direct that payment of the Pre-Retirement Survivor Annuity commence within a reasonable period after the Participant's death. If the Spouse does not so direct, payment of such benefit will commence at t he time the Participant would have attained the later of Normal Retirement Age or age 62. However, the Spouse may elect a later commencement date. Any distribution to the Participant's Spouse shall be subject to the rules specified in Section 6.8.

Definition. A Stock Award is a grant of shares of Stock or of a right to receive shares of Stock (or their cash equivalent or a combination of both) in the future. The grant of a right to receive shares of Stock (or their cash equivalent or a combination of both) in the future may be done in such form as the Committee determines, including, without limitation, performance shares or restricted stock units.

Definition. “Confidential Information” means, with respect to each Party, all Licensed Know-How or other information, including proprietary information and materials (whether or not patentable) regarding or embodying such Party’s technology, products, business information or objectives, that is communicated by or on behalf of the Disclosing Party to the Receiving Party or its permitted recipients, on or after the Effective Date, but only to the extent EAST\200870719.16

Definition. “Data and Documentation”, for purposes of this Contract, means the Deliverable Items consisting of data and documentation to be provided by the Contractor to Customer in accordance with [Attachment 1], Statement of Work.

Definition. A “Reorganization Event” shall mean: # any merger or consolidation of the Company with or into another entity as a result of which all of the Common Stock of the Company is converted into or exchanged for the right to receive cash, securities or other property or is cancelled, # any transfer or disposition of all of the Common Stock of the Company for cash, securities or other property pursuant to a share exchange or other transaction or # any liquidation or dissolution of the Company.

Definition. “Confidential Information” means any Company proprietary information, technical data, trade secrets or know-how, including, but not limited to, research, product plans, products, services, customers, customer lists, databases, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances or other business information disclosed by the Company either directly or indirectly in writing, orally or by drawings or inspection of equipment.

Definition. For the purposes of this Lease, “Building Standard” shall mean the quantity and quality of materials, finishing and workmanship specified by Landlord from time to time as standard for the Building.

Definition. For purposes of this Agreement, a “Corporate Event” shall be deemed to occur upon the occurrence of any of the following events: