HENRY AND JERRY RAY.
NO OTHER INDIVIDUAL SHALL PARTICIPATE IN THE PLAN.
(HH)
PERCENTAGE INTEREST.
HAS THE MEANING SET FORTH IN THE
STOCKHOLDERS AGREEMENT.
(II)
PIGGYBACK RIGHT.
HAS THE MEANING SET FORTH IN
SECTION 6(C)(II) HEREOF.
(JJ)
PHANTOM STOCK.
A SHARE OF PHANTOM STOCK IS A SHARE OF
PHANTOM STOCK REPRESENTING A SHARE OF COMMON STOCK THAT IS CREDITED TO A
PARTICIPANT'S ACCOUNT UNDER THE PLAN.
(KK)
PLAN.
THIS DUANE READE INC. PHANTOM STOCK PLAN.
(LL)
PUBLIC SALE. ANY SALE OF EQUITY SECURITIES TO THE PUBLIC
(A) PURSUANT TO AN OFFERING REGISTERED UNDER THE SECURITIES ACT OR (B) THROUGH A
BROKER, DEALER OR MARKET MAKER PURSUANT TO THE PROVISIONS OF RULE 144 (OR ANY
SIMILAR PROVISION THEN IN EFFECT) ADOPTED UNDER THE SECURITIES ACT, OTHER THAN
RULE 144(K) OR ANY SIMILAR PROVISION THEN IN EFFECT.
4
(MM)
STOCKHOLDERS AGREEMENT.
THE STOCKHOLDERS AND REGISTRATION RIGHTS
AGREEMENT, DATED JULY 30, 2004, BY AND AMONG THE COMPANY, HOLDINGS, PARENT AND
CERTAIN MEMBERS OF THE COMPANY'S MANAGEMENT, AS IT MAY BE AMENDED FROM TIME TO
TIME.
(NN)
SUBSIDIARY.
A SUBSIDIARY OF ANY PERSON SHALL MEAN ANY ENTITY OF
WHICH:
(I)
IF A CORPORATION, A MAJORITY OF THE
TOTAL VOTING POWER OF SHARES OF STOCK ENTITLED (WITHOUT REGARD TO THE OCCURRENCE
OF ANY CONTINGENCY) TO VOTE IN THE ELECTION OF DIRECTORS, MANAGERS OR TRUSTEES
THEREOF IS AT THE TIME OF DETERMINATION OWNED OR CONTROLLED, DIRECTLY OR
INDIRECTLY, COLLECTIVELY OR INDIVIDUALLY, BY SUCH PERSON OR BY ONE OR MORE
SUBSIDIARIES OF SUCH PERSON; AND
(II)
IF A PARTNERSHIP, ASSOCIATION, LIMITED
LIABILITY COMPANY OR OTHER ENTITY, (A) THE GENERAL PARTNER OR SIMILAR MANAGING
ENTITY AND (B) A MAJORITY OF THE PARTNERSHIP, MEMBERSHIP OR OTHER SIMILAR
OWNERSHIP INTEREST THEREOF IS AT THE TIME OF DETERMINATION BENEFICIALLY OWNED OR
CONTROLLED, DIRECTLY OR INDIRECTLY, COLLECTIVELY OR INDIVIDUALLY, BY SUCH PERSON
OR BY ONE OR MORE SUBSIDIARIES OF SUCH PERSON.
For purposes of the Plan, the Company and its Subsidiaries shall be deemed to
own a majority ownership interest in any partnership, association, limited
liability company or other entity if the Company and its subsidiary shall
control the general partner or managing member or managing director of any such
entity.
(OO)
TAG-ALONG PORTION.
HAS THE MEANING SET FORTH IN
SECTION 6(B)(II) HEREOF.
(PP)
TAG-ALONG CIC PORTION.
HAS THE MEANING SET FORTH IN
SECTION 6(B)(I) HEREOF.
(QQ)
TAG-ALONG EVENT.
A TAG-ALONG SALE AS SUCH TERM IS DEFINED IN
THE STOCKHOLDERS AGREEMENT.
(RR)
VALUATION CHALLENGE.
HAS THE MEANING SET FORTH IN
SECTION 8(E) HEREOF.
SECTION 3.
ADMINISTRATION.
(A)
THIS PLAN SHALL BE ADMINISTERED BY THE BOARD OR A
COMMITTEE THEREOF.
SUBJECT TO THE PROVISIONS OF THIS PLAN AND APPLICABLE LAW
AND SUBJECT TO THE RIGHTS OF EACH PARTICIPANT UNDER HIS RESPECTIVE OUTSTANDING
AWARD AGREEMENTS, THE BOARD SHALL HAVE THE POWER AND SOLE DISCRETION, IN
ADDITION TO OTHER EXPRESS POWERS AND AUTHORIZATIONS CONFERRED ON THE BOARD BY
THIS PLAN, TO:
(I) DETERMINE, IN A MANNER CONSISTENT WITH THE TERMS OF THIS
PLAN AND ANY AWARD AGREEMENTS ENTERED INTO PURSUANT TO THIS PLAN, PAYMENTS