transaction, such shareholder is considered to be acting as a group with other shareholders in a corporation prior to the transaction giving rise to the change and not with respect to the ownership interest in the other corporation.
(n) Code means the Internal Revenue Code of 1986, as amended from time to time. Whenever a reference is made to a specific Section of the Code, such reference shall be deemed to include any successor Sections of the Code having the same or similar purpose. In general, a reference to the Code will include all lawful regulations and pronouncements promulgated thereunder; including without limitation all applicable transition relief with respect to Code Section 409A.
(o) Company means RPM International Inc., a Delaware corporation, and any successor thereto.
(p) Commissions means, with respect to a Tremco Sales Employee, the commissions earned by such Tremco Sales Employee during the applicable Commissions Period under the Tremco U.S. Traditional Sales Representatives Compensation Policy, as may be amended from time to time.
(q) Commissions Period means, with respect to a Tremco Sales Employee, the period beginning on June 1 of a given calendar year and ending on May 31 of the following calendar year, during which such Tremco Sales Employee may earn Commissions.
(r) Deferral Account means (i) the sum of all of a Participants Annual Deferral Amounts other than any amounts designated as Short-Term Payouts, plus (ii) investment earnings and losses attributable thereto, less (iii) all distributions made to the Participant or his Beneficiary pursuant to this Plan from his Deferral Account.
(s) Deferral Period means with respect to any Short-Term Payout elected with respect to an Annual Deferral Amount, the period for which such Short-Term Payout is to be deferred under the Plan.
(t) Director means a member of the Board of Directors of the Company.
(u) Director Fees means the fees paid by the Company, including retainer fees and meetings fees, as compensation for serving on the Board of Directors.
(v) Disability means the Participant is determined to be totally disabled by the Social Security Administration or is determined to be disabled in accordance with a long-term disability insurance program of the Company or any Affiliate.
(w) Effective Date means January 1, 2005, except where a different date is specifically set forth.
(x) Election Form means the written agreement pursuant to which the Participant elects the amount of his Base Annual Salary, Annual Bonus and/or Director Fees to be deferred pursuant to the Plan, makes any related Short-Term Payout Election, if applicable,