(a) Affiliate means, with respect to any Person, any Person that directly or indirectly controls, is controlled by, or is under common control with such first Person. The term control (including, with correlative meaning, the terms controlled, controlled by and under common control with), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting or other securities, by contract or otherwise. With respect to the Company, an Affiliate shall also include, to the extent provided by the Board, any Person in which the Company has a significant interest. Notwithstanding the foregoing, (i) Parent, its direct and indirect subsidiaries and its other controlled Affiliates shall not be considered Affiliates of any holder of Stock or any such holders Affiliates (other than Parent, its direct and indirect subsidiaries and its other controlled Affiliates) and (ii) none of the members of the Sponsor Group or the Carlyle Group shall be considered Affiliates of any portfolio company in which such members of the Sponsor Group or the Carlyle Group, as applicable or any of their respective investment fund Affiliates have made a debt or equity investment (and vice versa).
(b) Agreement has the meaning set forth in the Preamble.
(c) Award has the meaning set forth in the Plan.
(d) beneficially own has the meaning given to such term in Rule 13d-3 promulgated under the Exchange Act.
(e) Board means the board of directors of the Company.
(f) Business Day means a day other than a Saturday, Sunday, federal or New York State holiday or other day on which commercial banks in New York City are authorized or required by law to close.
(g) Callable Equity has the meaning set forth in Section 5(a) hereof.
(h) Call Event has the meaning set forth in Section 5(a) hereof.
(i) Call Exercise Date has the meaning set forth in Section 5(a) hereof.
(j) Call Right has the meaning set forth in Section 5(a) hereof.
(k) Call Right Notice has the meaning set forth in Section 5(a) hereof.
(l) Carlyle Group means Carlyle Partners V, L.P., Carlyle Partners V-A, L.P., CP V Coinvestment A, L.P., CP V Coinvestment B, L.P., Carlyle NBTY Coinvestment, L.P., CEP III Participations, S.a. r.l. SICAR, together with any other investment fund or vehicle affiliated with, formed by or managed by Carlyle Investment Management L.L.C. and/or its Affiliates that at any time holds Stock or Stock Equivalents.
(m) Cause has the meaning set forth in the Plan.
(n) Change in Control means (i) the sale of all or substantially all of the assets (in one transaction or a series of related transactions) of Parent or the Company, as applicable, to any Person (or group of Persons acting in concert), other than to (A) any member of the Sponsor Group or their respective Affiliates or (B) any employee benefit plan (or trust
- 2 -