Certain Definitions Contract Clauses (12,541)

Grouped Into 51 Collections of Similar Clauses From Business Contracts

This page contains Certain Definitions clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Certain Definitions. In addition to definitions set forth elsewhere herein, for purposes of this Letter Agreement, the following terms shall be defined as set forth below: "Cause" means (i) your conviction of any crime deemed by the Company to make your continued employment untenable; (ii) your willful and intentional misconduct or negligence that has caused or could reasonably be expected to result in material injury to the business or reputation of the Company; (iii) your conviction of, or entering a plea of... guilty or nolo contendere to, a crime constituting a felony; (iv) your breach of any written covenant or agreement with the Company or (v) your failure to comply with or breach of the Company's "code of conduct" in effect from time to time. "Code" means the Internal Revenue Code of 1986, as amended. "Good Reason" means a termination of your employment by you following the occurrence of one or more of the following events: (i) a material reduction in your annual base salary or target annual bonus opportunity (unless a similar reduction is applied broadly to similarly situated employees), (ii) a material reduction in the scope of your duties and responsibilities, or (iii) the relocation of your principal place of employment to a location that is more than 50 miles from such prior location of employment. In order for a termination by you to constitute a termination for Good Reason, (i) you must notify the Company of the circumstances claimed to constitute Good Reason in writing not later than the 90th day after it has arisen or occurred, (ii) the Company must not have cured such circumstances within 30 days of receipt of such notice and (iii) you terminate employment within 6 months of such occurrence. "Qualifying Termination" means (i) the involuntary termination of your employment by the Company (other than for Cause) or (ii) the voluntary termination of your employment with the Company for Good Reason. For all purposes under this Letter Agreement, you shall not have a "termination of employment" (and corollary terms) from the Company unless and until you have a "separation from service" from the Company (as determined under Treas. Reg. Section 1.409A-1(h), as uniformly applied in accordance with such rules as shall be established by the Company from time to time). View More Arrow
Found in Dean Foods Company contract
Certain Definitions. In addition to definitions set forth elsewhere herein, for purposes of this Letter Agreement, the following terms shall be defined as set forth below: "Cause" means (i) your conviction of any crime deemed by the Company Board to make your continued employment untenable; (ii) your willful and intentional misconduct or negligence that has caused or could reasonably be expected to result in material injury to the business or reputation of the Company; (iii) your conviction of, or entering a plea... of guilty or nolo contendere to, a crime constituting a felony; (iv) your breach of any material provision of any written covenant or agreement with between you and the Company Company; or (v) your failure to comply with or breach of the Company's "code of conduct" in effect from time to time. time; provided, however, that no act or omission shall constitute "Cause" for purposes of this Letter Agreement unless the Board or the Chairman of the Board provides to you (a) written notice clearly and fully describing the particular acts or omissions which the Board or the Chairman of the Board reasonably believes in good faith constitutes "Cause" and (b) an opportunity, within thirty (30) days following your receipt of such notice, to meet in person with the Board or the Chairman of the Board to explain or defend the alleged acts or omissions relied upon by the Board and, to the extent practicable, to cure such acts or omissions. Further, no act or omission shall be considered as "willful" or "intentional" if the Executive reasonably believed such acts or omissions were in the best interests of the Company. "Code" means the Internal Revenue Code of 1986, as amended. "Good Reason" means a termination of your employment by you following the occurrence of one or more of the following events: (i) a material reduction in your annual 1 base salary or target annual bonus opportunity (unless a similar reduction is applied broadly to similarly situated employees), (ii) a material reduction in the scope of your duties and responsibilities, or (iii) the relocation of your principal place of employment to a location that is more than 50 miles from such prior location of employment. employment; or (iv) Company's material breach of any material provision of any written covenant or agreement between you and the Company. In order for a termination by you to constitute a termination for Good Reason, (i) you must notify the Company of the circumstances claimed to constitute Good Reason in writing not later than the 90th day after it has arisen or occurred, (ii) the Company must not have cured such circumstances within 30 days of receipt of such notice and (iii) you terminate employment within 6 months of such occurrence. "Qualifying Termination" means (i) the involuntary termination of your employment by the Company (other than for Cause) or (ii) the voluntary termination of your employment with the Company for Good Reason. For all purposes under this Letter Agreement, you shall not have a "termination of employment" (and corollary terms) from the Company unless and until you have a "separation from service" from the Company (as determined under Treas. Treasury Reg. Section 1.409A-1(h), 1 409A-l (h), as uniformly applied in accordance with such rules as shall be established by the Company from time to time). View More Arrow
Found in Dean Foods Company contract
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