Definitions Contract Clauses (26,161)

Definitions. (a) "Cause" shall mean that the Grantee has committed prior to termination of employment any of the following acts: (i) an intentional act of fraud, embezzlement, theft, or any other material violation of law in connection with the Grantee's duties or in the course of the Grantee's employment; (ii) intentional wrongful damage to material assets of the Company; (iii) intentional wrongful disclosure of material confidential information of the Company; (iv) intentional wrongful engagement in any co...mpetitive activity that would constitute a material breach of the duty of loyalty; (v) intentional breach of any stated material employment policy of the Company; or (vi) intentional neglect by the Grantee of the Grantee's duties and responsibilities. (b) "Good Reason" shall mean: (i) a material diminution in the Grantee's base compensation; (ii) a material diminution in the Grantee's authority, duties or responsibilities; (iii) a material change in the geographic location at which the Grantee must perform the Grantee's services; or (iv) any other action or inaction that constitutes a material breach by the Company of an agreement under which the Grantee provides services. (c) "Competing Business" shall mean: (i) any of the following named companies, or any other business into which such company is merged, consolidated, or otherwise combined, and the subsidiaries, affiliates and successors of each such company: Abercrombie & FitchThe GapRoss StoresBed, Bath & BeyondJ.C. PenneySaksBelk, Inc.Kohl'sSearsBurlington Coat FactoryL BrandsTargetBon-Ton StoresNordstromTJXDillard'sNeiman-MarcusWalmart or (ii) any business or enterprise engaged in the business of retail sales that (1) had annual revenues for its most recently completed fiscal year of at least $2.5 billion; and (2) both (i) offers a category or categories of merchandise (e.g., Fine Jewelry, Cosmetics, Kids, Big Ticket, Housewares, Men's, Dresses), any of which are offered by the Company (and its subsidiaries, divisions or controlled affiliates), and (ii) the revenue derived by such other retailer during such retailer's most recently ended fiscal year from such category or categories of merchandise represent(s), in the aggregate, more than 50% of the Company's (and its subsidiaries, divisions or controlled affiliates) total revenues for the most recently completed fiscal year derived from the same category or categories of merchandise. (d) "Confidential Information" shall mean any data or information that is material to the Company and not generally known to the public, including, without limitation: (i) price, cost and sales data; (ii) the identities and locations of vendors and consultants furnishing materials and services to the Company and the terms of vendor or consultant contracts or arrangements; (iii) lists and other information regarding customers and suppliers; (iv) financial information that has not been released to the public; (v) future business plans, marketing or licensing strategies, and advertising campaigns; or (vi) information about the Company's employees and executives, as well as the Company's talent strategies including but not limited to compensation, retention and recruiting initiatives. View More

Definitions. All terms which are defined in the Agreement shall have the same definition when used herein unless a different definition is assigned to such term under this Amendment.

Definitions. For purposes of this Award, Separation from Service and Change of Control are defined as follows: (a) Separation from Service is the termination of Board service, provided that such term shall be interpreted to accord with the term "separation from service" as used in section 409A of the Internal Revenue Code of the United States, as may be amended from time to time. (b) Change of Control shall have the same meaning as set forth in the 2014 Omnibus Stock and Performance Incentive Plan of ConocoP...hillips, except that the measurement date shall be changed from May 13, 2014, to the Grant Date. EX-10.4 5 d141535dex104.htm EX-10.4 EX-10.4 Exhibit 10.4 NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNITS TERMS AND CONDITIONS (Canadian Non-Employee Directors) This document sets forth the terms and conditions of the Restricted Stock Unit Award made as of the 15th day of January, 2016 (the "Grant Date") by ConocoPhillips, a Delaware corporation (the "Company") to (the "Grantee") pursuant to the Resolutions approved by the Board of Directors on July 1, 2003, September 22, 2004, February 4, 2005, November 18, 2005, October 4, 2006, December 3, 2010, April 4, 2012, and December 6, 2013. View More

Definitions. As used in this Agreement, the following terms have the respective meanings set forth below: (a) "Agency Period" means the period commencing on the date that the first Shares are sold pursuant to the terms of this Agreement and expiring on the earliest to occur of (x) the date on which CF&Co shall have placed the Maximum Amount pursuant to this Agreement and (y) the date this Agreement is terminated pursuant to Section 11. (b) "Applicable Time" means each Representation Date, the date on which a... Placement Notice is given, any date on which Placement Shares are sold hereunder, or such other time as agreed to by the Company and CF&Co. (c) "GAAP" means United States generally accepted accounting principles, consistently applied. View More

Definitions. The following terms, when used in this Agreement, have the following meanings: "Base Price" means, with respect to each type of Common Stock for which Options are granted hereunder, the amount set forth on Schedule I hereto as the Base Price for such Common Stock, which is the Fair Market Value of a share of such Common Stock on the Grant Date. "Business Day" means any day other than Saturday, Sunday or a day on which banking institutions in Denver, Colorado, are required or authorized to be clo...sed. "Cause" has the meaning specified as "cause" in Section 10.2(b) of the Plan. "Close of Business" means, on any day, 5:00 p.m., Denver, Colorado time. "Common Stock" has the meaning specified in Schedule I hereto. "Company" has the meaning specified in the preamble to this Agreement. "Grant Date" has the meaning specified in the preamble to this Agreement. "Grantee" has the meaning specified in the preamble to this Agreement. "Options" has the meaning specified in Section 2. "Option Share" has the meaning specified in Section 4(c)(i). "Option Termination Date" has the meaning specified in Schedule I hereto. "Plan" has the meaning specified in the recitals of this Agreement. "Plan Administrator" has the meaning specified in Schedule I hereto. "Required Withholding Amount" has the meaning specified in Section 5. "Section 409(A)" has the meaning specified in Section 21. "Term" has the meaning specified in Section 2. "Unvested Fractional Option" has the meaning specified in Section 3(b). "Vesting Date" has the meaning specified in Section 3(a). "Vesting Percentage" has the meaning specified in Section 3(a). View More

Definitions. For purposes of this Agreement: "2010 Issuer" is defined in Section 5 of this Agreement. "2014 Issuer" is defined in Section 5 of this Agreement. "Affiliate" of a specified Person shall mean any other Person that directly or indirectly controls, is controlled by, or is under common control with such specified Person. "AFR" shall mean the short-term applicable federal rate for quarterly compounding, as described under Section 1274(d) of the Internal Revenue Code of 1986, as amended. "Agreement" s...hall mean this Revolving Loan Agreement, as amended from time to time. "Applicable Federal Rate" shall mean, with respect to the Loans, the greater of (a) the AFR in effect on the first day of the quarter and (b) the AFR in effect on the first day of the quarter in which any Loan still outstanding is made. "Bankruptcy Law" shall mean Title 11, U.S. Code or any similar federal or state law for the relief of debtors. "Borrower" is defined in the first paragraph of this Agreement. "Business Day" shall mean any day other than a Saturday, Sunday or other day on which banks in New York, New York are authorized to close. "Commitment" is defined in Section 1 of this Agreement. "Dollars" and the sign "$" shall mean lawful money of the United States of America. "Event of Default" is defined in Section 9 of this Agreement. "Funding" is defined in Section 5 of this Agreement. "Loans" is defined in Section 1 of this Agreement. "Lender" is defined in the first paragraph of this Agreement. "Maturity Date" shall mean the third anniversary of the date of this Agreement. "Note" is defined in Section 4 of this Agreement. "Person" shall mean any individual, corporation, limited liability company, partnership, joint venture, trust, unincorporated organization or government or any agency or political subdivision thereof. "Repayment Date" is defined in Section 8 of this Agreement. "Revolver Funding" is defined in Section 5 of this Agreement. View More

Definitions. The following terms shall have the meanings given in this section unless a different meaning is clearly implied by the context: (a) "Cash Compensation" means compensation payable to a director in cash for serving as a member of Board, but excluding any expense reimbursements. (b) "Change in Control" shall have the same meaning as defined in the Equity Plan as in effect on the Effective Date; provided, that, for purposes of the Plan, in no event will a Change in Control be deemed to have occurred... if the transaction is not also a "change in control event" under Section 409A of the Code. (c) "Common Stock" means the common stock of the Company. (d) "Compensation Committee" means the Compensation Committee of the Board. (e) "Deferred Compensation Account" means an account maintained for each director who makes a deferral election as described in Section 4. (f) "Deferred Stock Unit" means a Stock Unit that is received by a participant pursuant to this Plan and provides for the deferred receipt compensation. (g) "Director Compensation" means Director Cash Compensation and Restricted Stock. (h) "Equity Plan" means the Lindblad Expeditions Holdings, Inc. 2015 Long-Term Incentive Plan, as it may be amended or restated from time to time, or, to the extent applicable, any future or successor equity compensation plan of the Company (i) "Fair Market Value" means "Fair Market Value" as defined in the Equity Plan. (j) "Plan" means the Lindblad Expeditions Holdings, Inc. Deferred Compensation Plan for Non-Employee Directors. (k) "Plan Year" means a calendar year. (l) "Plan Administrator" means the Compensation Committee or its designee. (m) "Restricted Stock" means "Restricted Stock" as defined in the Equity Plan and granted to a director for serving as a member of Board. (n) "Section 409A" means Section 409A of the Internal Revenue Code of 1986, as amended. (o) "Separation from Service" means a "separation from service" within the meaning of Section 409A. (p) "Stock Unit" means an economic unit equal in value to one share (or fraction thereof) of Common Stock. View More

Definitions. Commencing on the Fourth Expansion Premises Commencement Date, the definitions of "Premises," "Rentable Area of Premises," and "Tenant's Share of Operating Expenses of Project" are hereby deleted and replaced with the following: "Premises: That portion of (a) the 863 Building containing approximately 28,633 rentable square feet, consisting of (i) approximately 8,138 rentable square feet (the "Original Premises") in the west wing of the 863 Building ("West Building"), (ii) approximately 2,442 ren...table square feet (the "Expansion Premises") in the east wing of the 863 Building ("East Building"), (iii) approximately 5,246 rentable square feet in the East Building (the "Third Expansion Premises"), (iv) approximately 1,973 rentable square feet in the East Building (the "Fourth Expansion Premises"), and (v) approximately 10,834 rentable square feet ("Second Expansion Premises") in the east wing of the 866 Building ("866 East Building"), all as determined by Landlord, as shown on Exhibit A." "Rentable Area of Premises: 28,633 sq. ft." "Tenant's Share of Operating Expenses of Project: 29.38%" As of the Fourth Expansion Premises Commencement Date, Exhibit A to the Lease shall be amended to include the Fourth Expansion Premises as shown on Exhibit A attached to this Fourth Amendment as part of the Premises. View More

Definitions. The term "Agreement" as used in this Amendment No. 1 and in the Original Agreement shall mean the Original Agreement as amended hereby. Except as otherwise set forth herein, the capitalized terms used herein and in the Original Agreement shall have the meaning set forth in the Original Agreement.

Definitions. (a) Undefined Terms. Unless the context otherwise provides or requires, capitalized terms used herein which are not defined herein shall have the meanings ascribed to them in the Loan Agreement; provided, however, that all references in the Loan Agreement to (a) "Obligations" shall, in addition to the definition set forth in the Loan Agreement include, but not be limited to, the duties and obligations of the Borrowers under this Amendment, and (b) "Loan Documents" shall, in addition to the defin...ition set forth in the Loan Agreement include, but not be limited to, this Amendment and the documents and instruments to be delivered pursuant to this Amendment. (b) Amended and Restated Defined Tenn. When used herein and in the Loan Agreement, the following term shall have the following amended and restated meaning: "Revolving Loan Maturity Date" shall mean May 31, 2015, unless extended by the Bank pursuant to any modification, extension or renewal note executed by the Borrowers and accepted by the Bank in its sole and absolute discretion in substitution for the Revolving Note." 2 Amendments. (a) The Revolving Loan is hereby extended to the Revolving Loan Maturity Date. The Revolving Note is hereby amended by deleting all references to February 6, 2010 (subsequently amended to May 31, 2014) and replacing such references with May 31, 2015. (b) Commencing the fiscal quarter ending June 30, 2014, Section 10.2 of the Loan Agreement is amended and restated as follows: 10.2 Fixed Charge Coverage. As of the end of each of its fiscal quarters, the Borrowers and their Subsidiaries shall maintain a ratio of (a) the total for the four fiscal quarters then ending of consolidated EBITDA minus, in respect of such four fiscal quarters, the sum of (i) all income taxes paid in cash by the Borrowers and their Subsidiaries, (ii) all Capital Expenditures which are not financed with Funded Debt (excluding up to $2,400,000 of Capital Expenditures made during the fiscal quarter ended September 30, 2013 which were not financed with Funded Debt and were made in connection with the GGD Acquisition), (iii) cash distributions or dividends and (iv) amounts paid to repurchase or redeem stock or equity, to (b) the sum for such four fiscal quarters of (i) Interest Charges plus (ii) required payments of principal of Funded Debt (including the Term Loan and 2013 Term Loan, but excluding the (x) Revolving Loans, (y) Seller Note and (z) Amani-Helios Note), of not less than 1.10 to 1. (c) Except as specifically set forth herein, the Revolving Note, the Term Note, 2013 Term Loan Note and the Loan Documents previously delivered by the Borrowers shall remain in full force and effect and are hereby ratified and confirmed in all respects. The indebtedness evidenced by the Revolving Note, Term Note and 2013 Term Loan Note (as hereby amended by this Ninth Modification) is continuing indebtedness of the Borrowers and nothing herein shall be deemed to constitute a payment, settlement or novation of the Revolving Note, Term Note or 2013 Term Loan Note, or to release or otherwise adversely affect any lien or security interest securing such indebtedness or any rights of the Bank against any party primarily or secondarily liable for such indebtedness. 2 2. Waiver of Fixed Charge Coverage Ratio Breach. The Bank waives the Borrowers' compliance with Section 10.2 "Fixed Charge Coverage" of the Loan Agreement in respect to the Borrowers' fiscal quarter ended March 31, 2014 (the "FCCR Default"). From and after the date of this Amendment, the Bank hereby waives its right to pursue remedies on account of the FCCR Default. Such waiver (a) shall not be deemed to extend to any other Event of Default which has arisen or may hereafter arise, whether or not known to the Bank or any Borrower on the date hereof, (b) shall not be deemed to effect any amendment of the Loan Agreement or any of the Loan Documents, all of which shall remain in full force and effect in accordance with their respective terms except as expressly amended hereby and (c) shall not be deemed to establish a custom or course of dealing between the Borrowers and the Bank. View More