



Form of
Employee Restricted Stock Unit Agreement
This Employee Restricted Stock Unit Agreement (the “Agreement”), by and between
Univar Inc., a Delaware corporation (the “Company”), and the Employee whose name
is set forth on Exhibit A hereto, is being entered into pursuant to the Univar
Inc. 2017 Omnibus Equity Incentive Plan (the “Plan”) and is dated as of the date
it is accepted and agreed to by the Employee in accordance with Section 6(q).
Capitalized terms that are used but not defined herein shall have the respective
meanings given to them in the Plan.
Section 1.Grant of Restricted Stock Units. The Company hereby evidences and
confirms its grant to the Employee, effective as of the date set forth on
Exhibit A hereto (the “Grant Date”), of the number of Restricted Stock Units set
forth on Exhibit A hereto. This Agreement is entered into pursuant to, and the
Restricted Stock Units granted hereunder are subject to, the terms and
conditions of the Plan, which are incorporated by reference herein. If there is
any inconsistency between any express provision of this Agreement and any
express term of the Plan, the express term of the Plan shall govern.





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Section 2.Vesting of Restricted Stock Units.
(a)    Vesting. Except as otherwise provided in this Section 2, the Restricted
Stock Units shall become vested, if at all, in the percentage(s), and on the
vesting date(s) set forth on Exhibit A hereto (each, a “Vesting Date”), subject
to the continued employment of the Employee by the Company or any Subsidiary
thereof through such date. Vested Restricted Stock Units shall be settled as
provided in Section 3 of this Agreement.
(b)    Effect of Termination of Employment.
(i)    If the Employee’s employment is terminated by reason of the Employee’s
death or Disability (such termination, a “Special Termination”), outstanding
unvested Restricted Stock Units shall vest, as of the date of such Special
Termination, on a pro rata basis, in an amount equal to the product of (x) the
number of unvested Restricted Stock Units then held by the Employee that would
have vested if the Employee’s employment or service with the Company or
Subsidiary had continued until the next following anniversary of the Grant Date
multiplied by (y) a fraction, the numerator of which is the number of days that
have elapsed from the later of the Grant Date or the most recent anniversary of
the Grant Date and the denominator of which is 365. Vested Restricted Stock
Units shall be settled as provided in Section 3 of this Agreement.
(ii)    Any Other Reason. Upon termination of the Employee’s employment for any
reason other than a Special Termination (whether initiated by the Company or by
the Employee), any unvested Restricted Stock Units shall be forfeited and
canceled effective as of the date of such termination.
(c)    Effect of a Change in Control. In the event of a Change in Control, the
treatment of any unvested Restricted Stock Units shall be governed by Article
XIV of the Plan.
(d)    Discretionary Acceleration. Notwithstanding anything contained in this
Agreement to the contrary, the Administrator, in its sole discretion, may
accelerate the vesting with respect to any Restricted Stock Units under this
Agreement, at such times and upon such terms and conditions as the Administrator
shall determine.
(e)    No Other Accelerated Vesting. The vesting and settlement provisions set
forth in this Section 2, or in Section 3, or expressly set forth in the Plan,
shall be the exclusive vesting and exercisability provisions applicable to the
Restricted Stock Units and shall supersede any other provisions relating to
vesting and exercisability, unless such other such provision expressly refers to
the Plan by name and this Agreement by name and date.





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Section 3.Settlement of Restricted Stock Units.
(a)    Timing of Settlement. Subject to Section 7(a), any outstanding Restricted
Stock Units that became vested on a Vesting Date shall be settled into an equal
number of shares of Company Common Stock on a date selected by the Company that
is within 30 days following such Vesting Date (each such date, a “Settlement
Date”).
(b)    Mechanics of Settlement. On each Settlement Date, the Company shall
electronically issue to the Employee one whole share of Company Common Stock for
each Restricted Stock Unit that then became vested (except as provided in
Section 7(a)), and, upon such issuance, the Employee’s rights in respect of such
Restricted Stock Unit shall be extinguished. On or before any Settlement Date,
at the Company’s request, the Company and the Employee shall enter into a
Subscription Agreement that establishes the rights and obligations of the
Company and the Employee relating to the shares of Company Common Stock issued
in respect of the Restricted Stock Units, in the form then customarily used by
the Company under the Plan for such purpose. In the event that there are any
fractional Restricted Stock Units that became vested on such date, such
fractional Restricted Stock Units shall be settled through a cash payment equal
to the portion of Restricted Stock Unit multiplied by the Fair Market Value of
the Company Common Stock on such Settlement Date. No fractional shares of
Company Common Stock shall be issued.





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Section 4.Securities Law Compliance. Notwithstanding any other provision of this
Agreement, the Employee may not sell the shares of Company Common Stock acquired
upon settlement of the Restricted Stock Units unless such shares are registered
under the Securities Act of 1933, as amended (the “Securities Act”), or, if such
shares are not then so registered, such sale would be exempt from the
registration requirements of the Securities Act. The sale of such shares must
also comply with other applicable laws and regulations governing the Company
Common Stock, and the Employee may not sell the shares of Company Common Stock
if the Company determines that such sale would not be in material compliance
with such laws and regulations.
Section 5.Restriction on Transfer; Non-Transferability of Restricted Stock
Units. The Restricted Stock Units are not assignable or transferable, in whole
or in part, and they may not, directly or indirectly, be offered, transferred,
sold, pledged, assigned, alienated, hypothecated or otherwise disposed of or
encumbered (including, but not limited to, by gift, operation of law or
otherwise) other than by will or by the laws of descent and distribution to the
estate of the Employee upon the Employee’s death. Any purported transfer in
violation of this Section 5 shall be void ab initio.
Section 6.Restrictive Covenants. In consideration of the receipt of the
Restricted Stock Units granted pursuant to this Agreement, the Employee agrees
to be bound by the covenants set forth in Exhibit B to this Agreement, which are
incorporated by reference and made part of this Agreement.
Section 7.Miscellaneous.

(a)    Tax Withholding. The Company or one of the Subsidiaries shall require the
Employee to remit to the Company an amount in cash sufficient to satisfy any
applicable U.S. federal, state and local and non-U.S. tax withholding
obligations that may arise in connection with the vesting of the Restricted
Stock Units and the related issuance of shares of Company Common Stock.
Notwithstanding the preceding sentence, if the Employee elects not to remit cash
in respect of such obligations, the Company shall retain a number of shares
issued in respect of the Restricted Stock Units then vesting that have an
aggregate Fair Market Value as of the Settlement Date equal to the amount of
such taxes required to be withheld (and the Employee shall thereupon be deemed
to have satisfied his or her obligations under this Section 7(a)); provided that
the number of such shares retained shall not be in excess of the minimum amount
required to satisfy the statutory withholding tax obligations (it being
understood that the value of any fractional share of Company Common Stock shall
be paid in cash). The number of shares of Company Common Stock to be issued in
respect of Restricted Stock Units shall thereupon be reduced by the number of
shares of Company Common Stock so retained. The method of withholding set forth
in the immediately preceding sentence shall not be available if withholding in
this manner would violate any financing instrument of the Company or any of the
Subsidiaries.





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(b)    Dividend Equivalents. Unless otherwise determined by the Administrator,
in the event that the Company pays any ordinary dividend in cash on a share of
Company Common Stock following the Grant Date and prior to an applicable
Settlement Date, there shall be credited to the account of the Employee in
respect of each outstanding Restricted Stock Unit an amount equal to the amount
of such dividend. The amount so credited shall be deferred (without interest,
unless the Administrator determines otherwise) until the settlement of such
related Restricted Stock Unit and then paid in cash but shall be forfeited upon
the forfeiture of such related Restricted Stock Unit.
(c)    Authorization to Share Personal Data. The Employee authorizes the Company
or any Affiliate of the Company that has or lawfully obtains personal data
relating to the Employee to divulge or transfer such personal data to the
Company or to a third party, in each case in any jurisdiction, if and to the
extent reasonably appropriate in connection with this Agreement or the
administration of the Plan.
(d)    No Rights as Stockholder; No Voting Rights. Except as provided in Section
7(b), the Employee shall have no rights as a stockholder of the Company with
respect to any shares of Company Common Stock covered by the Restricted Stock
Units prior to the issuance of such shares of Company Common Stock.
(e)    No Right to Awards. The Employee acknowledges and agrees that the grant
of any Restricted Stock Units (i) is being made on an exceptional basis and is
not intended to be renewed or repeated, (ii) is entirely voluntary on the part
of the Company and the Subsidiaries and (iii) should not be construed as
creating any obligation on the part of the Company or any of the Subsidiaries to
offer any Restricted Stock Units or other Awards in the future.
(f)    No Right to Continued Employment. Nothing in this Agreement shall be
deemed to confer on the Employee any right to continue in the employ of the
Company or any Subsidiary, or to interfere with or limit in any way the right of
the Company or any Subsidiary to terminate such employment at any time.
(g)    Interpretation. The Administrator shall have full power and discretion to
construe and interpret the Plan (and any rules and regulations issued
thereunder) and this Award. Any determination or interpretation by the
Administrator under or pursuant to the Plan or this Award shall be final and
binding and conclusive on all persons affected hereby.
(h)    Forfeiture of Awards. The Restricted Stock Units granted hereunder (and
gains earned or accrued in connection therewith) shall be subject to such
generally applicable policies as to forfeiture and recoupment (including,
without limitation, upon the occurrence of material financial or accounting
errors, financial or other misconduct or Competitive Activity) as may be adopted
by the Administrator or the Board from time to time and communicated to the
Employee or as required by applicable law, and are otherwise subject to
forfeiture or disgorgement of profits as provided by the Plan.





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(i)    Consent to Electronic Delivery. By entering into this Agreement and
accepting the Restricted Stock Units evidenced hereby, the Employee hereby
consents to the delivery of information (including, without limitation,
information required to be delivered to the Employee pursuant to applicable
securities laws) regarding the Company and the Subsidiaries, the Plan, this
Agreement and the Restricted Stock Units via Company website or other electronic
delivery.
(j)    Binding Effect; Benefits. This Agreement (including Exhibit B hereto)
shall be binding upon and inure to the benefit of the parties to this Agreement
and their respective successors and assigns. Nothing in this Agreement, express
or implied, is intended or shall be construed to give any person other than the
parties to this Agreement or their respective successors or assigns any legal or
equitable right, remedy or claim under or in respect of any agreement or any
provision contained herein.
(k)    Waiver; Amendment.
(i)    Waiver. Any party hereto or beneficiary hereof may by written notice to
the other parties (A) extend the time for the performance of any of the
obligations or other actions of the other parties under this Agreement,
(B) waive compliance with any of the conditions or covenants of the other
parties contained in this Agreement and (C) waive or modify performance of any
of the obligations of the other parties under this Agreement. Except as provided
in the preceding sentence, no action taken pursuant to this Agreement,
including, without limitation, any investigation by or on behalf of any party or
beneficiary, shall be deemed to constitute a waiver by the party or beneficiary
taking such action of compliance with any representations, warranties, covenants
or agreements contained herein. The waiver by any party hereto or beneficiary
hereof of a breach of any provision of this Agreement shall not operate or be
construed as a waiver of any preceding or succeeding breach and no failure by a
party or beneficiary to exercise any right or privilege hereunder shall be
deemed a waiver of such party’s or beneficiary’s rights or privileges hereunder
or shall be deemed a waiver of such party’s or beneficiary’s rights to exercise
the same at any subsequent time or times hereunder.
(ii)    Amendment. This Agreement may not be amended, modified or supplemented
orally, but only by a written instrument executed by the Employee and the
Company.
(l)    Assignability. Neither this Agreement nor any right, remedy, obligation
or liability arising hereunder or by reason hereof shall be assignable by the
Company or the Employee without the prior written consent of the other party.
(m)    Applicable Law. This Agreement shall be governed in all respects,
including, but not limited to, as to validity, interpretation and effect, by the
internal laws of the State





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of Delaware, without reference to principles of conflict of law that would
require application of the law of another jurisdiction.

(n)    Waiver of Jury Trial. Each party hereby waives, to the fullest extent
permitted by applicable law, any right he, she or it may have to a trial by jury
in respect of any suit, action or proceeding arising out of this Agreement or
any transaction contemplated hereby. Each party (i) certifies that no
representative, agent or attorney of any other party has represented, expressly
or otherwise, that such other party would not, in the event of litigation, seek
to enforce the foregoing waiver and (ii) acknowledges that he, she or it and the
other party hereto have been induced to enter into the Agreement by, among other
things, the mutual waivers and certifications in this Section 7(n).
(o)    Limitations of Actions. No lawsuit relating to this Agreement may be
filed before a written claim is filed with the Administrator and is denied or
deemed denied as provided in the Plan and any lawsuit must be filed within one
year of such denial or deemed denial or be forever barred.
(p)    Section and Other Headings, etc. The section and other headings contained
in this Agreement are for reference purposes only and shall not affect the
meaning or interpretation of this Agreement.

(q)    Acceptance of Restricted Stock Units and Agreement. The Employee has
indicated his or her consent and acknowledgement of the terms of this Agreement
pursuant to the instructions provided to the Employee by or on behalf of the
Company. The Employee acknowledges receipt of the Plan, represents to the
Company that he or she has read and understood this Agreement and the Plan, and,
as an express condition to the grant of the Restricted Stock Units under this
Agreement, agrees to be bound by the terms of both this Agreement and the Plan.
The Employee and the Company each agrees and acknowledges that the use of
electronic media (including, without limitation, a clickthrough button or
checkbox on a website of the Company or a third-party administrator) to indicate
the Employee’s confirmation, consent, signature, agreement and delivery of this
Agreement and the Restricted Stock Units is legally valid and has the same legal
force and effect as if the Employee and the Company signed and executed this
Agreement in paper form. The same use of electronic media may be used for any
amendment or waiver of this Agreement.





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Exhibit A to
Employee Restricted Stock Unit Agreement


Employee:
%%FIRST_NAME%-% %%LAST_NAME%-%
 
 
 
 
 
 
 
Grant Date:
%%RSU_DATE,’Month DD, YYYY’%-%
 


Restricted Stock Units granted hereby:


%%TOTAL_SHARES_GRANTED%-%
 



 
 
 
 








 
 
 






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Exhibit B to
Employee Restricted Stock Unit Agreement
Restrictive Covenants
Section 1 Confidential Information.
1.1    The Employee recognizes that the success of the Company and its current
or future Affiliates depends upon the protection of information or materials
that are designated as confidential and/or proprietary at the time of disclosure
or should, based on their nature or the circumstances surrounding such
disclosure, reasonably be deemed confidential including, without limitation,
information to which the Employee has access while employed by the Company
whether recorded in any medium or merely memorized (all such information being
“Confidential Information”). “Confidential Information” includes without
limitation, and whether or not such information is specifically designated as
confidential or proprietary: all business plans and marketing strategies;
information concerning existing and prospective markets, suppliers and
customers; financial information; information concerning the development of new
products and services; and technical and non-technical data related to software
programs, design, specifications, compilations, Inventions (as defined in
Section 3.1), improvements, patent applications, studies, research, methods,
devices, prototypes, processes, procedures and techniques. Confidential
Information expressly includes information provided to the Company or its
Affiliates by third parties under circumstances that require them to maintain
the confidentiality of such information. Notwithstanding the foregoing, the
Employee shall have no confidentiality obligation with respect to disclosure of
any Confidential Information that (a) was, or at any time becomes, available in
the public domain other than through a violation of this Agreement or (b) the
Employee can demonstrate by written evidence was furnished to the Employee by a
third party in lawful possession thereof and who was not under an obligation of
confidentiality to the Company or any of its Affiliates.
1.2    The Employee agrees that during the Employee’s employment and after
termination of employment irrespective of cause, the Employee will use
Confidential Information only for the benefit of the Company and its Affiliates.
Notwithstanding the foregoing, the Employee may disclose Confidential
Information as (a) authorized by applicable law (including, but not limited to,
any disclosure of information that satisfies the procedures in SEC Regulation §
240.21F-17) or (b) as required pursuant to an order or requirement of a court,
administrative agency or other government body.
1.3    The Employee hereby assigns to the Company any rights the Employee may
have or acquire in such Confidential Information and acknowledges that all
Confidential Information shall be the sole property of the Company and/or its
Affiliates or their assigns.





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1.4    There are no rights granted or any understandings, agreements or
representations between the parties hereto, express or implied, regarding
Confidential Information that are not specified herein.
1.5    The Employee’s obligations under this Section 1 are in addition to any
obligations that the Employee has under state or federal law.
1.6    The Employee agrees that in the course of the Employee’s employment with
the Company, the Employee will not violate in any way the rights that any
entity, including former employers, has with regard to trade secrets or
proprietary or confidential information.
1.7    The Employee’s obligations under this Section 1 are indefinite in term
and shall survive the termination of this Agreement.
Section 2 Return of Company Property.
2.1    The Employee acknowledges that all tangible items containing any
Confidential Information, including without limitation memoranda, photographs,
records, reports, manuals, drawings, blueprints, prototypes, notes, documents,
drawings, specifications, software, media and other materials, including any
copies thereof (including electronically recorded copies), are the exclusive
property of the Company or its applicable Affiliate, and the Employee shall
deliver to the Company all such material in the Employee’s possession or control
upon the Company’s request and in any event upon the termination of the
Employee’s employment with the Company. The Employee shall also return any keys,
equipment, identification or credit cards, or other property belonging to the
Company or its Affiliates upon termination of the Employee’s employment or
request.
Section 3 Inventions.
3.1    The Employee understands and agrees that all Inventions are the exclusive
property of the Company. As used in this Agreement, “Inventions” shall include
without limitation ideas, discoveries, developments, concepts, inventions,
original works of authorship, trademarks, mask works, trade secrets, ideas,
data, information, know-how, documentation, formulae, results, prototypes,
designs, methods, processes, products, formulas and techniques, improvements to
any of the foregoing, and all other matters ordinarily intended by the words
“intellectual property,” whether or not patentable, copyrightable, or otherwise
able to be registered, which are developed, created conceived of or reduced to
practice by the Employee, alone or with others, during the Employee’s employment
with the Company or Affiliates, whether or not during working hours or within
three (3) months thereafter and related to the Company’s then existing or
proposed business. In recognition of the Company’s ownership of all Inventions,
the Employee shall make prompt and full disclosure to the Company of, will hold
in trust for the sole





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benefit of the Company, and (subject to Section 3.2 below) herby assigns, and
agrees to assign in the future, exclusively to the Company all of the Employee’s
right, title, and interest in and to any and all such Inventions.
3.2    NOTICE REQUIRED BY REVISED CODE OF WASHINGTON 49.44.140: The Employee
understands that the Employee’s obligation to assign inventions shall not apply
to any inventions for which no equipment, supplies, facilities, or trade secret
information of the Company was used and that was developed entirely on the
Employee’s own time, unless (a) the invention relates (i) directly to the
business of the Company, or (ii) to the Company’s actual or demonstrably
anticipated research or development, or (b) the invention results from any work
performed by the Employee for the Company.
3.3    To the extent any works of authorship created by the Employee made within
the scope of employment may be considered “works made for hire” under United
States copyright laws, they are hereby agreed to be works made for hire. To the
extent any such works do not qualify as a “work made for hire” under applicable
law, and to the extent they include material subject to copyright, the Employee
hereby irrevocably and exclusively assigns and conveys all rights, title and
interests in such works to the Company subject to no liens, claims or reserved
rights. The Employee hereby waives any and all “moral rights” that may be
applicable to any of the foregoing, for any and all uses, alterations, and
exploitation hereof by the Company, or its Affiliates, or their successors,
assignees or licensees. To the extent that any such “moral rights” may not be
waived in accordance with law, the Employee agrees not to bring any claims,
actions or litigation against the Company or its Affiliates, or their
successors, assignees or licensees, based on or to enforce such rights. Without
limiting the preceding, the Employee agrees that the Company may in its
discretion edit, modify, recast, use, and promote any such works of authorship,
and derivatives thereof, with or without the use of the Employee’s name or
image, without compensation to the Employee other than that expressly set forth
herein.
3.4    The Employee hereby waives and quitclaims to the Company any and all
claims of any nature whatsoever that the Employee now or hereafter may have for
infringement of any patent or patents from any patent applications for any
Inventions. The Employee agrees to cooperate fully with the Company and take all
other such acts requested by the Company (including signing applications for
patents, assignments, and other papers, and such things as the Company may
require) to enable the Company to establish and protect its ownership in any
Inventions and to carry out the intent and purpose of this Agreement, during the
Employee’s employment or thereafter. If the Employee fails to execute such
documents by reason of death, mental or physical incapacity or any other reason,
the Employee hereby irrevocably appoints the Company and its officers and agents
as the Employee’s agent and attorney-in-fact to execute such documents on the
Employee’s behalf.





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3.5    The Employee agrees that there are no Inventions made by the Employee
prior to the Employee’s employment with the Company and belonging to the
Employee that the Employee wishes to have excluded from this Section 3 (the
“Excluded Inventions”). If during the Employee’s employment with the Company,
the Employee uses in the specifications or development of, or otherwise
incorporates into a product, process, service, technology, or machine of the
Company or its Affiliates, or otherwise uses any invention, proprietary
know-how, or other intellectual property in existence before the commencement
date of Employee’s employment with the Company or any Affiliate owned by the
Employee or in which the Employee has any interest (“Existing Know-How”), the
Company or its Affiliates, as the case may be, is hereby granted and shall have
a non-exclusive, royalty-free, fully paid up, perpetual, irrevocable, worldwide
right and license under the Existing Know-How (including any patent or other
intellectual property rights therein) to make, have made, use, sell, reproduce,
distribute, make derivative works from, publicly perform and display, and
import, and to sublicense any and all of the foregoing rights to that Existing
Know-How (including the right to grant further sublicenses) without restriction
as to the extent of the Employee’s ownership or interest, for so long as such
Existing Know-How is in existence and is licensable by the Employee.
Section 4 Nonsolicitation and Noncompetition.
4.1    During the Employee’s employment with the Company, and for a period
expiring eighteen (18) months after the termination of the Employee’s employment
(the “Restrictive Period”), regardless of the reason, if any, for such
termination, the Employee shall not, in the United States, Western Europe or
Canada, directly or indirectly:
(a)    solicit or entice away or in any other manner persuade or attempt to
persuade any officer, employee, consultant or agent of the Company or any of its
Affiliates to alter or discontinue his or her relationship with the Company or
its Affiliates;
(b)    solicit from any person or entity that was a customer of the Company or
any of its Affiliates during the Employee’s employment with the Company, any
business of a type or nature similar to the business of the Company or any of
its Affiliates with such customer;
(c)    solicit, divert, or in any other manner persuade or attempt to persuade
any supplier of the Company or any of its Affiliates to discontinue its
relationship with the Company or its Affiliates;
(d)    solicit, divert, take away or attempt to solicit, divert or take away any
customers of the Company or its Affiliates; or





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(e)    engage in or participate in the chemical distribution or logistics
business.
4.2    Nothing in Section 4.1 limits the Employee’s ability to hire an employee
of the Company or any of its Affiliates in circumstances under which such
employee first contacts the Employee regarding employment and the Employee does
not violate any of subsections 4.1(a), 4.1(b), 4.1(c), 4.1(d) or 4.1(e) herein.
4.3    The Company and the Employee agree that the provisions of this Section 4
do not impose an undue hardship on the Employee and are not injurious to the
public; that this provision is necessary to protect the business of the Company
and its Affiliates; that the nature of the Employee’s responsibilities with the
Company under this Agreement provide and/or will provide the Employee with
access to Confidential Information that is valuable and confidential to the
Company and its Affiliates; that the Company would not grant Options to the
Employee if the Employee did not agree to the provisions of this Section 4; that
this Section 4 is reasonable in terms of length of time and scope; and that
adequate consideration supports this Section 4. In the event that a court
determines that any provision of this Section 4 is unreasonably broad or
extensive, the Employee agrees that such court should narrow such provision to
the extent necessary to make it reasonable and enforce the provisions as
narrowed.
4.4    Clawback.
(a)    Without limiting the generality of the remedies available to the Company
pursuant to Section 4.3, if, during the Restrictive Period, the Employee, except
with the prior written consent of the Board, materially breaches the restrictive
covenants contained in Section 4, the Employee shall pay to the Company in cash
any gain the Employee realized in cash in connection with the exercise of the
Options (and/or sale of Common Stock underlying the Options) within the
eighteen-month period (or such other period as determined by the Board) ending
on the date of the Employee’s breach. This right of recoupment is in addition to
any other remedies the Company may have against the Employee for the Employee’s
breach of the restrictive covenants contained in this Section 4. The Employee’s
obligations under this Exhibit A shall be cumulative (but not duplicative, nor
operate to extend the length of any such obligations) of any similar obligations
the Employee has under the Plan, the Agreement or any other agreement with the
Company or any Affiliate.
Section 5 Definitions. As used in this Exhibit B, capitalized terms that are not
defined herein have the respective meaning given in the Plan or the Agreement.






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