Definitions Clause Example with 4 Variations from Business Contracts
This page contains Definitions clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Definitions. For purposes of this Award: a. "Disability" shall be determined according to the definition of "disability," in effect at the time of determination, in The Dixie Group, Inc. 401k Plan. b. "Affiliated Company" includes The Dixie Group, Inc. and any company of which The Dixie Group, Inc. owns at least 20% of the voting or capital stock if (1) such company is a party to an agreement that provides for continuation of your employee benefits upon immediate employment by you with such company and (2) s...uch company agrees to your subsequent employment. c. "Retirement" means the voluntary termination of your employment on or after the earliest date on which you would be eligible for an immediately payable benefit under The Dixie Group, Inc. 401K Plan. d. "Change in Control" shall be deemed to have occurred under any of the circumstances described below:If any "person," except for:the Company or any subsidiary of the Company; a trustee or the other entity holding securities under any employee benefit plan of the Company or any subsidiary of the Company; and The Frierson Family is or becomes the "beneficial owner" directly or indirectly, of securities of the Company representing more than 50% of the combined total voting power of the Company's then-outstanding securities. As used in this definition of "change in control" "The Frierson Family" shall mean the immediate family of Daniel K. Frierson, including his wife, children and grandchildren and their spouses, his siblings and their spouses, and any trust for the benefit of any of the foregoing persons. "person" is used as defined in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (as amended); and "beneficial owner" is used as defined in Rule 13d-3 of the Securities Exchange Act of 1934 (as amended). e. "cause" shall mean for the purposes of this award only (i) participant has committed an act or has failed to act, where such act or failure to act constitutes intentional misconduct including, without limitation, dishonesty, fraud or embezzlement, a reckless disregard of the consequences of such act or failure to act, or gross negligence by participant; (ii) a conviction of or the entering of a guilty or no contest plea to any felony or any crime involving moral turpitude; or (iii) a failure to cease or correct a material failure to discharge participant's duties and responsibilities as an employee of The Dixie Group, Inc. f. "open trading period" means a period during which trading in the Company's Common Stock and Class B Common Stock is permitted for persons subject to and in accordance with the Company's Insider Trading Policy Statement, as such statement may be amended from time to time hereafter.View More
Variations of a "Definitions" Clause from Business Contracts
Definitions. For purposes of this Award: a. "Disability" shall be determined according to the definition of "disability," in effect at the time of determination, in The Dixie Group, Inc. 401k Plan. Plan (or IRC section 409A, if applicable). b. "Affiliated Company" includes The Dixie Group, Inc. and any company of which The Dixie Group, Inc. owns at least 20% of the voting or capital stock if (1) such company is a party to an agreement that provides for continuation of your employee benefits upon immediate em...ployment by you with such company and (2) such company agrees to your subsequent employment. c. "Retirement" means the voluntary termination of your employment by you on or after the earliest date on which you would be eligible for an immediately payable benefit under The Dixie Group, Inc. 401K Plan. reaching age 65. 1 d. "Change in Control" shall be deemed to have occurred under any of the circumstances described below:If below: If any "person," except for:the Company or any subsidiary of the Company; a trustee or the other entity holding securities under any employee benefit plan of the Company or any subsidiary of the Company; and The Frierson Family is or becomes the "beneficial owner" directly or indirectly, of securities of the Company representing more than 50% of the combined total voting power of the Company's then-outstanding securities. As used in this definition of "change in control" "The Frierson Family" shall mean the immediate family of Daniel K. Frierson, including his wife, children and grandchildren and their spouses, his siblings and their spouses, and any trust for the benefit of any of the foregoing persons. "person" is used as defined in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (as amended); and "beneficial owner" is used as defined in Rule 13d-3 of the Securities Exchange Act of 1934 (as amended). e. "cause" shall mean for the purposes of this award only (i) participant has committed an act or has failed to act, where such act or failure to act constitutes intentional misconduct including, without limitation, dishonesty, fraud or embezzlement, a reckless disregard of the consequences of such act or failure to act, or gross negligence by participant; (ii) a conviction of or the entering of a guilty or no contest plea to any felony or any crime involving moral turpitude; or (iii) a failure to cease or correct a material failure to discharge participant's duties and responsibilities as an employee of The Dixie Group, Inc. f. "open trading period" means 6. Certain Tax Consequences. Certain tax consequences of the Award are set forth on Annex C, attached hereto. The Company recommends that you consult your financial advisor about the tax consequences to you of an award of Restricted Stock. Income received as a period during which trading in the Company's Common Stock and Class B Common Stock result of vesting of restricted stock is permitted for persons subject to immediate withholding of federal, state or local income tax and in accordance with FICA, to the Company's Insider Trading Policy Statement, as extent applicable. Payment to the Company of applicable taxes or satisfactory arrangement to make such statement payment, is required upon vesting of any portion of this award. See Section 7, below 7. Tax Obligations. By accepting this award, you agree to be responsible for any required minimum tax withholding obligations that may be amended occur when your shares vest. In the event you have not satisfied these tax obligations before the Company must forward them to the appropriate tax authorities, the Company may take any of the following actions: retain custody of your shares until you have reimbursed the Company for the amounts paid on your behalf, take deductions from time any kind or payment otherwise due you until the tax obligations satisfied, or withhold from your award the number of shares necessary to time hereafter. satisfy the tax obligations. View More
Definitions. For purposes of this Award: a. "Disability" shall be determined according to the definition of "disability," in effect at the time of determination, in The Dixie Group, Inc. 401k Plan. Plan, (and subject to any further requirements of IRC section 409A). b. "Affiliated Company" includes "cause" shall mean for the purposes of this award only (i) participant has committed an act or has failed to act, where such act or failure to act constitutes intentional misconduct including, without limitation, ...dishonesty, fraud or embezzlement, a reckless disregard of the consequences of such act or failure to act, or gross negligence by participant; (ii) a conviction of or the entering of a guilty or no contest plea to any felony or any crime involving moral turpitude; or (iii) a failure to cease or correct a material failure to discharge participant's duties and responsibilities as an employee of The Dixie Group, Inc. and any company of which The Dixie Group, Inc. owns at least 20% of the voting or capital stock if (1) such company is a party to an agreement that provides for continuation of your employee benefits upon immediate employment by you with such company and (2) such company agrees to your subsequent employment. c. "Retirement" means the voluntary termination of your employment on or after the earliest date on which you would be eligible for an immediately payable benefit under The Dixie Group, Inc. 401K Plan. d. "Change in Control" shall be deemed to have occurred under any of the circumstances described below:If below: If any "person," except for:the Company or any subsidiary of the Company; 1 a trustee or the other entity holding securities under any employee benefit employeebenefit plan of the Company or any subsidiary of the Company; and The Frierson Family is or becomes the "beneficial owner" directly or indirectly, of securities of the Company representing more than 50% of the combined total voting power of the Company's then-outstanding securities. As used in this definition of "change in control" "The Frierson Family" shall mean the immediate family of Daniel K. Frierson, including his wife, children and grandchildren and their spouses, his siblings and their spouses, and any trust for the benefit of any of the foregoing persons. "person" is used as defined in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (as amended); and "beneficial owner" is used as defined in Rule 13d-3 of the Securities Exchange Act of 1934 (as amended). e. "cause" shall mean for the purposes of this award only (i) participant has committed an act or has failed to act, where such act or failure to act constitutes intentional misconduct including, without limitation, dishonesty, fraud or embezzlement, a reckless disregard of the consequences of such act or failure to act, or gross negligence by participant; (ii) a conviction of or the entering of a guilty or no contest plea to any felony or any crime involving moral turpitude; or (iii) a failure to cease or correct a material failure to discharge participant's duties and responsibilities as an employee of The Dixie Group, Inc. f. "open trading period" means a period during which trading in the Company's Common Stock and Class B Common Stock is permitted for persons subject to and in accordance with the Company's Insider Trading Policy Statement, as such statement may be amended from time to time hereafter.View More
Definitions. For purposes of this Award: a. "Disability" award: (a)"Market Value" shall be the average of the high and low trading prices of the Common Stock on the applicable trading day this Award is granted or on the next proceeding trading day, if such date is not a trading day, as reported by NASDAQ. (b)"Disability" shall be determined according to the definition of "disability," in effect at the time of the determination, in The Dixie Group, Inc. 401k Employees 401K Plan. b. "Affiliated (c)"Affiliated ...Company" includes The Dixie Group, Inc. and any company of which The Dixie Group, Inc. owns at least 20% of the voting stock or capital stock if (1) such company is a party to an agreement that provides for continuation of your employee benefits upon immediate employment by you with such company and (2) such company the Company agrees to your subsequent employment. c. "Retirement" (d)"Operating Income, as Adjusted" shall mean the operating income of the company as adjusted for facility consolidation, restructuring and unusual expenses as designated by (U.S.) GAAP, consistently applied. (e)"Retirement" means the voluntary termination of your employment on or after the earliest date on which you would be eligible for an immediately payable benefit under The Dixie Group, Inc. 401K Plan. d. "Change (f)"Change in Control" shall be deemed to have occurred under any of the circumstances described below:If below:(i)If any "person," except for:the Company or any subsidiary of the Company; a trustee or the other entity holding securities under any employee benefit plan of the Company or any subsidiary of the Company; and The Frierson Family is or becomes the "beneficial owner" directly or indirectly, of securities of the Company representing more than 50% of the combined total voting power of the Company's then-outstanding securities. As used in this definition of "change in control" 2 "The Frierson Family" shall mean the immediate family of Daniel K. Frierson, including his wife, children and grandchildren and their spouses, his siblings and their spouses, and any trust for the benefit of any of the foregoing persons. "person" is used as defined in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (as amended); and "beneficial owner" is used as defined in Rule 13d-3 of the Securities Exchange Act of 1934 (as amended). e. "cause" shall mean for the purposes of this award only (i) participant Participant has committed an act or has failed to act, where such act or failure to act constitutes intentional misconduct including, without limitation, dishonesty, fraud or embezzlement, a reckless disregard of the consequences of such act or failure to act, or gross negligence by participant; Participant; (ii) a conviction of or the entering of a guilty or no contest plea to any felony or any crime involving moral turpitude; turpitude ; or (iii) a failure to cease or correct a material failure to discharge participant's duties and responsibilities as an employee of The Dixie Group, Inc. f. "open trading period" means a period during which trading 8. Tax Obligations. The information provided in Annex B summarizes certain tax consequences associated with this Award. The Company recommends that you consult your financial advisor concerning these tax rules. By accepting this award, you agree to be responsible for any required minimum tax withholding obligations that may occur when your shares vest. In order to satisfy your withholding obligations hereunder, at your election, the Company's Common Stock and Class B Common Stock is permitted for persons subject Company shall withhold from your award the number of shares necessary to and in accordance with satisfy the Company's Insider Trading Policy Statement, as such statement may be amended from time to time hereafter. tax obligations. View More
Definitions. For purposes of this Award: a. "Disability" award: (a)"Market Value" shall be the average of the high and low trading prices of the Common Stock on the applicable trading day this Award is granted or on the next proceeding trading day, if such date is not a trading day, as reported by NASDAQ. (b)"Disability" shall be determined according to the definition of "disability," in effect at the time of the determination, in The Dixie Group, Inc. 401k Employees 401K Plan. b. "Affiliated (c)"Affiliated ...Company" includes The Dixie Group, Inc. and any company of which The Dixie Group, Inc. owns at least 20% of the voting stock or capital stock if (1) such company is a party to an agreement that provides for continuation of your employee benefits upon immediate employment by you with such company and (2) such company the Company agrees to your subsequent employment. c. "Retirement" (d)"Operating Income, as Adjusted" shall mean the operating income of the company as adjusted for facility consolidation, restructuring and unusual expenses as designated by (U.S.) GAAP, consistently applied. (e)"Retirement" means the voluntary termination of your employment on or after the earliest date on which you would be eligible for an immediately payable benefit under The Dixie Group, Inc. 401K Plan. d. "Change (f)"Change in Control" shall be deemed to have occurred under any of the circumstances described below:If below:i.If any "person," except for:the Company or any subsidiary of the Company; a trustee or the other entity holding securities under any employee benefit plan of the Company or any subsidiary of the Company; and The Frierson Family is or becomes the "beneficial owner" directly or indirectly, of securities of the Company representing more than 50% of the combined total voting power of the Company's then-outstanding securities. As used in this definition of "change in control" "The Frierson Family" shall mean the immediate family of Daniel K. Frierson, including his wife, children and grandchildren and their spouses, his siblings and their spouses, and any trust for the benefit of any of the foregoing persons. "person" is used as defined in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (as amended); and "beneficial owner" is used as defined in Rule 13d-3 of the Securities Exchange Act of 1934 (as amended). e. "cause" shall mean for the purposes of this award only (i) participant Participant has committed an act or has failed to act, where such act or failure to act constitutes intentional misconduct including, without limitation, dishonesty, fraud or embezzlement, a reckless disregard of the consequences of such act or failure to act, or gross negligence by participant; Participant; (ii) a conviction of or the entering of a guilty or no contest plea to any felony or any crime involving moral turpitude; turpitude ; or (iii) a failure to cease or correct a material failure to discharge participant's duties and responsibilities as an employee of The Dixie Group, Inc. f. "open trading period" means a period during which trading in the Company's Common Stock and Class B Common Stock is permitted for persons subject to and in accordance with the Company's Insider Trading Policy Statement, as such statement may be amended from time to time hereafter. . View More
