Defined Terms Clause Example with 3 Variations from Business Contracts

Defined Terms. As used in this Agreement, For purposes of the Plan, the following terms shall have the meanings set forth below:(a) "Cause" indicated below: 1.1 "Affiliate" means, with respect to any person, any domestic or foreign individual, partnership, corporation, limited liability company, association, joint stock company, trust, joint venture, unincorporated organization or governmental entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under commo...n control with, the Company. 1.2 "Board" means the board of directors of the Company. 1.3 "Cause", with respect to a Participant, shall mean as determined by the Company, (i) the willful failure by the have that meaning provided in an applicable employment agreement, service agreement, retention or severance agreement, or other similar agreement between a Participant to substantially perform his or her duties with and the Company (other than (or an Affiliate) or, if no such agreement exists or if such agreement does not contain a definition of Cause (or similar term), then Cause means any such failure resulting from of the following: the Participant's incapacity due to physical or mental illness); (ii) the Participant's willful misconduct that is demonstrably and materially injurious (i) fraud with respect to the Company, monetarily Company; (ii) material misrepresentation to any regulatory agency, governmental authority, outside or otherwise; (iii) internal auditors, internal or external Company counsel, or the Participant's commission of such acts of dishonesty, fraud, misrepresentation Board concerning the operation or other acts of moral turpitude as would prevent the effective performance financial status of the Participant's duties; Company; (iii) theft or embezzlement of assets of the Company; (iv) the Participant's conviction or plea of no contest guilty or nolo contendere to any felony (or to a felony charge reduced to a misdemeanor), or, with respect to the Participant's employment, to any misdemeanor (other than a traffic violation); (v) material failure to follow the Company's conduct and ethics policies that have been provided or made available to the Participant; (vi) if the Participant has an effective employment agreement, service agreement, retention or severance agreement, or other similar agreement, or a crime of moral turpitude. (b) "Disability" shall mean that restrictive covenant agreement, with the Participant, by reason Company (or an Affiliate), the Participant's material breach of any medically determinable physical such agreement; and/or (vii) continued failure to attempt in good faith to perform the Participant's duties as reasonably assigned by his or mental impairment her supervisor at the time. 1.4 "Change in Control" shall have that can be expected meaning set forth in the Company's 2019 Omnibus Incentive Plan. 1.5 "Closing" means the consummation of a Change in Control. 1.6 "Closing Date" means the date on which the Closing occurs. 1.7 "Code" means the Internal Revenue Code of 1986, as amended from time to result time, or any successor thereto. 1.8 "Committee" means (i) prior to a Change in death Control, the compensation committee of the Board and (ii) following a Change in Control, the Company's Chief Executive Officer as of immediately prior to the consummation of such Change in Control. 1.9 "Employee" means an individual who is an employee of the Company or can be expected any Successor Entity (or an Affiliate). 1.10 "Good Reason", with respect to last for a continuous period Participant, shall have that meaning provided in an applicable employment agreement, service agreement, retention or severance agreement, or other similar agreement between a Participant and the Company (or an Affiliate), if applicable. 1.11 "Participant" means each Employee who is selected to participate in the Plan in accordance with Section 3 and receives a Participation Notice. 1.12 "Participation Notice" means the written notice provided to each Participant by the Company setting forth the terms of not less than 12 months, his or her participation in the Plan, the form of which is receiving income replacement benefits for attached as Exhibit A. 1.13 "Qualifying Termination", with respect to a period Participant, means a termination of not less than three months under a long-term disability plan maintained such Participant's employment (i) by the Company or one any Successor Entity (or any of its Subsidiaries. their respective Affiliates) without Cause or (ii) with respect to a Participant who is a party to an individual agreement with the Company or any Successor Entity (or any of their respective Affiliates) that contains a "good reason" or similar definition, by a Participant for Good Reason. 1.14 "Release" means a general release of claims against the Company, in a form prescribed by the Company. 1.15 "Separation from Service" means a Participant's "separation from service" from the Company (including a Successor Entity or Affiliate) within the meaning of Section 409A. 1.16 "Successor Entity" means any entity that acquires or otherwise succeeds to all or substantially all of the business or assets of the Company upon and following the Closing. 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Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below:(a) "Cause" shall mean as determined by the Company, (i) the willful failure by the Participant to substantially perform his or her duties with the Company (other than any such failure resulting from the Participant's incapacity due to physical or mental illness); (ii) the Participant's willful misconduct that is demonstrably and materially injurious to the Company, monetarily or otherwise; (iii) the Participa...nt's commission of such acts of dishonesty, fraud, misrepresentation or other acts of moral turpitude as would prevent the effective performance of the Participant's duties; or (iv) the Participant's conviction or plea of no contest to a felony or a crime of moral turpitude. (b) "Disability" shall mean that the Participant, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, is receiving income replacement benefits for a period of not less than three months under a long-term disability plan maintained by the Company or one of its Subsidiaries. (c) The Participant shall have "Good Reason" to effect a voluntary termination of his or her employment in the event that the Company (i) breaches its obligations to pay any salary, benefit or bonus due to him or her, including its obligations under this Agreement, (ii) requires the Participant to relocate more than 50 miles from the Participant's current, principal place of employment, (iii) assigns to the Participant any duties inconsistent with the Participant's position with the Company or significantly and adversely alters the nature or status of the Participant's responsibilities or the conditions of the Participant's employment, or (iv) reduces the Participant's base salary and/or bonus opportunity, except for across-the-board reductions similarly affecting all similarly situated employees of the Company and all similarly situated employees of any corporation or other entity which is in control of the Company; and in the event of any of (i), (ii), (iii) or (iv), the Participant has given written notice to the Committee or the Board of Directors as to the details of the basis for such Good Reason within thirty (30) days following the date on which the Participant alleges the event giving rise to such Good Reason occurred, the Company has failed to provide a reasonable cure within thirty (30) days after its receipt of such notice and the effective date of the termination for Good Reason occurs within 90 days after the initial existence of the facts or circumstances constituting Good Reason. View More

Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below:(a) "Cause" shall mean as determined by the Company, (i) the willful failure by the Participant to substantially perform his or her duties with the Company (other than any such failure resulting from the Participant's incapacity due to physical or mental illness); (ii) the Participant's willful misconduct that is demonstrably and materially injurious to the Company, monetarily or otherwise; (iii) the Participa...nt's commission of such acts of dishonesty, fraud, misrepresentation or other acts of moral turpitude as would prevent the effective performance of the Participant's duties; or (iv) the Participant's conviction or plea of no contest to a felony or a crime of moral turpitude. (b) "Disability" shall mean that the Participant, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, is receiving income replacement benefits for a period of not less than three months under a long-term disability plan maintained by the Company or one of its Subsidiaries. View More