Definitions Contract Clauses (26,161)

Grouped Into 476 Collections of Similar Clauses From Business Contracts

This page contains Definitions clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Definitions. Capitalized terms used in this Plan not defined in this Section 2 will have the meaning assigned to such terms in the 2014 Incentive Compensation Plan. a. Cause. For purposes of this Plan, the term "Cause" will have the meaning assigned to that term under a Participant's Employment Continuity Agreement with the Company, as such Agreement may be amended from time to time. b. Date of Grant. February 1, 2015. c. Disability or Disabled. Means a "disability" as defined under Treasury Regulation Secti...on 1.409A-3(i)(4). The Committee, as defined in the 2014 Incentive Compensation Plan document, will determine whether or not a Disability exists and its determination will be conclusive and binding on the Participant. d. Participant. An officer of the Company or a Dominion Company who receives a Performance Grant on the Date of Grant. e. Performance Period. The 24-month period beginning on January 1, 2015 and ending on December 31, 2016. f. Retire or Retirement. For purposes of this Plan, the term Retire or Retirement means a voluntary termination of employment on a date when the Participant is eligible for early or normal retirement benefits under the terms of the Dominion Pension Plan, or would be eligible if any crediting of deemed additional years of age or service applicable to the Participant under the Company's Benefit Restoration Plan or New Benefit Restoration Plan was applied under the Dominion Pension Plan, as in effect at the time of the determination, unless the Company's Chief Executive Officer in his sole discretion (or, if the Participant is the Company's Chief Executive Officer, the Committee in its sole discretion) determines that the Participant's retirement is detrimental to the Company. g. Target Amount. The dollar amount designated in the written notice to the Participant communicating the Performance Grant. View More
Definitions. Capitalized terms used in this Plan not defined in this Section 2 will have a.Beneficiary. Means the meaning assigned individual, individuals, entity, entities or the estate of a Participant entitled to such terms in receive the 2014 Incentive Compensation Plan. a. Cause. For amounts payable under a Performance Grant, if any, upon the Participant's death. b.Cause.For purposes of this Plan, the term "Cause" will have the meaning assigned to that term under a Participant's Employment Continuity Ag...reement with the Company, as such Agreement may be amended from time to time. b. c.Committee. Means the Compensation, Governance and Nominating Committee of the board of directors of the Company (or any successor board committee designated by the board of directors of the Company to administer this Plan). d.Company Pension Plan. Means the applicable pension plan of the Company or its subsidiaries, if any, in which the Participant is eligible to participate as of the Date of Grant, which may include either the Dominion Energy Pension Plan or the SCANA Corporation Retirement Plan or any successor thereto, but excluding the cash balance portion of any such plan. e.Date of Grant. February 1, 2015. c. Disability 2021. f.Disability or Disabled. Means a "disability" as defined under Treasury Regulation Section 1.409A-3(i)(4). The Committee, as defined in the 2014 Incentive Compensation Plan document, Committee will determine whether or not a Disability exists and its determination will be conclusive and binding on the Participant. d. Participant. g.Participant. An officer of the Company or a Dominion Company who receives a Performance Grant on the Date of Grant. e. h. Performance Period. The 24-month 36-month period beginning on January 1, 2015 2021 and ending on December 31, 2016. f. Retire 2023. i.Retire or Retirement. For purposes of this Plan, the term Retire or Retirement means a voluntary termination of employment on a date when the Participant is eligible for early or normal retirement benefits under the terms of the Dominion Company Pension Plan, or would be eligible if any crediting of deemed additional years of age or service applicable to the Participant under a supplemental retirement plan of the Company's Benefit Restoration Plan or New Benefit Restoration Plan Company was applied under the Dominion Company Pension Plan, as in effect at the time of the determination, or, 1 for a Participant who is not eligible to participate in a Company Pension Plan, a voluntary termination of employment on or after age 55, unless (in each case) the Company's Chief Executive Officer in his sole discretion (or, if the Participant is the Company's Chief Executive Officer, Officer or Executive Chairman, the Committee in its sole discretion) determines that the Participant's retirement is detrimental to the Company. g. Target j.Target Amount. The dollar amount designated in the written notice to the Participant communicating the Performance Grant. View More
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Definitions. For purposes of this Agreement: (a) The terms "Affiliate" and "Associate" have the respective meanings set forth in Rule 12b-2 promulgated by the Securities and Exchange Commission (the "SEC") under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and shall include persons who become Affiliates or Associates of any person subsequent to the date of this Agreement, provided that neither "Affiliate" nor "Associate" shall include (i) any person that is a publicly held concern an...d is otherwise an Affiliate or Associate solely by reason of the fact that a principal of any member of the Shareholder Group serves as a member of the board of directors or similar governing body of such concern, provided that the Shareholder Group does not control such concern, (ii) such principal in its capacity as a member of the board of directors or other similar governing body of such concern or (iii) any entity which is an Associate solely by reason of clause (a) of the definition of Associate in Rule 12b-2 and is not an Affiliate. (b) "Annual Meeting" means any annual meeting of stockholders of the Company (including any postponement or adjournment thereof). (c) The terms "beneficial owner" and "beneficial ownership" shall have the respective meanings as set forth in Rule 13d-3 promulgated by the SEC under the Exchange Act. (d) "Board" means the Board of Directors of the Company. (e) "Common Stock" means the common stock of the Company, par value $0.001 per share. (f) The terms "person" or "persons" shall mean any individual, corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization or other entity of any kind or nature, including any governmental authority. (g) "Standstill Period" means the period from the date hereof until the earlier of: (i) thirty (30) days prior to the Timely Deadline for the Annual Meeting to be held in 2016; and (ii) such date, if any, of a breach by the Company in any material respect of any of its representations, warranties, commitments or obligations set forth in Section 2, 4, 9, 10, 11 or 13 of this Agreement if such breach has not been cured within thirty (30) days following written notice of such breach (provided that a failure to take the actions required under Section 4(a) or Section 4(c)(i) cannot be cured). (h) "Timely Deadline" means, with respect to any Annual Meeting, the last date upon which a notice to the Secretary of the Company of nominations of persons for election to the Board at such Annual Meeting or the proposal of business at such Annual Meeting would be considered "timely" under the Company's Certificate of Incorporation and Amended and Restated Bylaws. View More
Definitions. For purposes of this Agreement: (a) "Advance Notice Deadline" means, with respect to any Annual Meeting, the last date upon which a notice to the Secretary of the Company of nominations of persons for election to the Board at such Annual Meeting would be considered "timely" under the Company's Amended and Restated Certificate of Incorporation and By-Laws. (b) The terms "Affiliate" and "Associate" have the respective meanings set forth in Rule 12b-2 promulgated by the Securities and Exchange Comm...ission (the "SEC") under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and shall include persons who become Affiliates or Associates of any person subsequent to the date of this Agreement, provided that neither "Affiliate" nor "Associate" shall include (i) any person that is a publicly held concern and is otherwise an Affiliate or Associate solely by reason of the fact that a principal of any member of the Shareholder Group serves as a member of the board of directors or similar governing body of such concern, provided that the Shareholder Group does not control such concern, (ii) such principal in its capacity as a member of the board of directors or other similar governing body of such concern or (iii) any entity which is an Associate solely by reason of clause (a) (1) of the definition of Associate in Rule 12b-2 and is not an Affiliate. (b) (c) "Annual Meeting" means any annual meeting of stockholders of the Company (including any postponement or adjournment thereof). (c) Company. (d) The terms "beneficial owner" and "beneficial ownership" shall have the respective meanings as set forth in Rule 13d-3 promulgated by the SEC under the Exchange Act. (d) (e) "Board" means the Board of Directors of the Company. (e) (f) "Common Stock" means the common stock of the Company, par value $0.001 per share. (f) (g) "Nominating & Corporate Governance Committee" means the Nominating & Corporate Governance Committee of the Board. (h) "Ownership Interest" means, with respect to the Common Stock, having beneficial ownership of the Common Stock. (i) The terms "person" or "persons" shall mean any individual, corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization or other entity of any kind or nature, including any governmental authority. (g) (j) "Standstill Period" means the period from the date hereof until the earlier of: (i) thirty (30) days after the date on which Becker (or, as applicable, any replacement director appointed pursuant to Section 5 hereof) does not continue to serve as a member of the Board; (ii) the ninetieth (90th) day prior to the Timely Advance Notice Deadline for the first Annual Meeting where (A) Becker (or, as applicable, any replacement director appointed pursuant to be held in 2016; Section 5 hereof) is eligible for nomination to the Board and (ii) (B) the Company has notified the Shareholder Group pursuant to Section 4(d) hereof that the Nominating & Corporate Governance Committee has resolved to not recommend Becker for election to the Board at such Annual Meeting; and (iii) such date, if any, of a breach by as the Company has breached in any material respect of any of its representations, warranties, commitments or obligations set forth in Section 2, 4, 9, 10, 11 5, 13, 14, 15 or 13 17 of this Agreement if and such breach has not been cured within thirty (30) days following written notice of such breach, so long as such breach (provided is curable (with the understanding that a failure to take the actions required under breach of Section 4(a) or Section 4(c)(i) cannot be cured). (h) "Timely Deadline" means, with respect to any Annual Meeting, the last date upon which a notice to the Secretary of the Company of nominations of persons for election to the Board at such Annual Meeting or the proposal of business at such Annual Meeting would be considered "timely" under the Company's Certificate of Incorporation and Amended and Restated Bylaws. 4(d) hereof is not curable). View More
Definitions. For purposes of this Agreement: (a) The terms "Affiliate" and "Associate" have the respective meanings set forth in Rule 12b-2 promulgated by the Securities and Exchange Commission (the "SEC") under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and shall include persons who become Affiliates or Associates of any person subsequent to the date of this Agreement, provided that neither "Affiliate" nor "Associate" shall include (i) any person that is a publicly held concern an...d is otherwise an Affiliate or Associate solely by reason of the fact that a principal or representative of any member of the Shareholder Group Voce serves as a member of the board of directors or similar governing body of such concern, provided that the Shareholder Group Voce does not control such concern, (ii) such principal or representative in its capacity as a member of the board of directors or other similar governing body of such concern or (iii) any entity which is an Associate solely by reason of clause (a) of the definition of Associate in Rule 12b-2 and is not an Affiliate. (b) "Annual Meeting" means any annual meeting of stockholders of the Company (including any postponement or adjournment thereof). (c) The terms "beneficial owner" and "beneficial ownership" shall have the respective meanings as set forth in Rule 13d-3 promulgated by the SEC under the Exchange Act. (d) (c) "Board" means the Board of Directors of the Company. (e) (d) "Common Stock" means the common stock of the Company, par value $0.001 $0.01 per share. (f) (e) The terms "person" or "persons" shall mean any individual, corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization or other entity of any kind or nature, including any governmental authority. (g) (f) "Standstill Period" means the period from commencing on the date hereof until and ending on the date that is the earlier of: (i) thirty (30) days prior to the Timely Deadline for the Annual Meeting to be held in 2016; and (ii) such date, if any, of a breach by the Company in any material respect of any of its representations, warranties, commitments or obligations set forth in Section 2, 4, 9, 10, 11 5, 6, 12, 13, 14, 15 or 13 16 of this Agreement if such breach has not been cured within thirty (30) days following written notice of such breach (provided that (i) a failure to take the actions set forth in Section 4(a)(i) and (ii), (ii) a failure to make the nomination required under Section 4(a) or 4(b)(i) and (ii), and (iii) a failure to provide the notice of nomination required under Section 4(c)(i) 4(e) cannot be cured). (h) cured); and (g) "Timely Deadline" means, with respect to any Annual Meeting, the last date upon which a notice to the Secretary of the Company of nominations of persons for election to the Board at such Annual Meeting or the proposal of business at such Annual Meeting would be considered "timely" under the Company's Restated Certificate of Incorporation and Amended and Restated Bylaws. Bylaws (the "Bylaws") in effect at that time. View More
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Definitions. 1.1 Defined Terms. Capitalized terms used herein shall have the meanings set forth in Section 11. All other capitalized terms used but not defined herein shall have the meaning given to such terms in the UCC. Any accounting term used but not defined herein shall be construed in accordance with GAAP and all calculations shall be made in accordance with GAAP. The term "financial statements" shall include the accompanying notes and schedules. 1.2 Section References. Any section, subsection, schedul...e or exhibit references are to this Agreement unless otherwise specified. View More
Definitions. 1.1 Defined Terms. Capitalized terms used herein shall have the meanings set forth in Section 11 or as otherwise set forth in this Agreement. All other capitalized terms used but not defined herein shall have the meaning given to such terms in the UCC. Any accounting term used but not defined herein shall be construed in accordance with GAAP and all calculations shall be made in accordance with GAAP. The term "financial statements" shall include the accompanying notes and schedules. 1.2 Section ...References. Any section, subsection, schedule or exhibit references are to sections, subsections, schedules or exhibits contained in this Agreement or attached hereto, as applicable, unless otherwise specified. View More
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Definitions. In addition to the terms defined elsewhere in this Agreement, for the purposes of this Agreement, the following terms have the meanings set forth below: "Business Day" means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions in the State of California are authorized or required by law or other governmental action to close. "Closing" shall have the meaning ascribed to such term in Section 5(a) of this Agr...eement. "Closing Date" shall have the meaning ascribed to such term in Section 5(a) of this Agreement. "Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. "Event" means of any merger or consolidation of the Company with or into another company, corporation or similar entity or the merger or consolidation of another company, corporation, or assets of a corporation or company into the Company, or in the case of any sale or conveyance to another corporation or the assets or other property of the Company. "Event Closing" means the closing of an Event for which the Company enters into an Event Definitive Agreement prior to the Expiration Date. "Expiration Date" means the 60th calendar day following the date of this Agreement. "Event Definitive Agreement" means the entry by the Company into a definitive agreement for an Event. For purposes of clarity, such definitive agreement could be subject to or pending customary closing conditions, regulatory approvals and/or shareholder approval and still be considered definitive for purposes of this Agreement. "Person" means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind. "Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. "Shares" shall have the meaning ascribed to such term in the preamble to this Agreement. "Transfer Agent" means the Company's transfer agent, and any successor transfer agent of the Company. 1 2. sELLER'S STANDSTILL AND BUYER'S PURCHASE. (a) Seller agrees not to market, offer or sell the Shares to any Person from the date of this Agreement until the Expiration Date (such period of time, the "Standstill Period") other than the Buyer. (b) The Buyer irrevocably agrees to purchase all of the Shares upon the Closing Date (as defined below) (such obligation, the "Purchase"), subject to the further terms in this Agreement. The Seller shall sell to Buyer, and the Buyer shall purchase from the Seller on the Closing Date (as defined below), the Shares. View More
Definitions. In addition to the terms defined elsewhere in this Agreement, for the purposes of this Agreement, the following terms have the meanings set forth below: "Business Day" means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions in the State of California are authorized or required by law or other governmental action to close. "Closing" shall have the meaning ascribed to such term in Section 5(a) of this Agr...eement. "Closing Date" shall have the meaning ascribed to such term in Section 5(a) of this Agreement. "Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. "Event" means of any merger or consolidation of the Company with or into another company, corporation or similar entity or the merger or consolidation of another company, corporation, or assets of a corporation or company into the Company, or in the case of any sale or conveyance to another corporation or the assets or other property of the Company. "Event Closing" means the closing of an Event for which the Company enters into an Event Definitive Agreement prior to the Expiration Date. "Expiration Date" means March 13, 2015, as may be extended one or more times for one or more days as long as the 60th total periods of extensions do not exceed a period of up to sixty (60) calendar day following days by Seller at its sole discretion by delivering written notice to Buyers, which may be via e-mail, prior to the date of this Agreement. Expiration Date. "Event Definitive Agreement" means the entry by the Company into a definitive agreement for an Event. For purposes of clarity, such definitive agreement could be subject to or pending customary closing conditions, regulatory approvals and/or shareholder approval and still be considered definitive for purposes of this Agreement. "Person" means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind. "Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. "Shares" shall have the meaning ascribed to such term in the preamble to this Agreement. "Transfer Agent" means the Company's transfer agent, and any successor transfer agent of the Company. 1 2. sELLER'S STANDSTILL AND BUYER'S PURCHASE. (a) Seller agrees not to market, offer or sell the Shares to any Person from the date of this Agreement until the Expiration Date (such period of time, the "Standstill Period") other than the Buyer. (b) The Buyer irrevocably agrees to purchase all of the Shares upon the Closing Date (as defined below) (such obligation, the "Purchase"), subject to the further terms in this Agreement. The Seller shall sell to Buyer, and the Buyer shall purchase from the Seller on the Closing Date (as defined below), the Shares. View More
Definitions. In addition to the terms defined elsewhere in this Agreement, for the purposes of this Agreement, the following terms have the meanings set forth below: "Business Day" means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions in the State of California are authorized or required by law or other governmental action to close. "Closing" shall have the meaning ascribed to such term in Section 5(a) of this Agr...eement. "Closing Date" shall have the meaning ascribed to such term in Section 5(a) of this Agreement. "Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. "Event" means of any merger or consolidation of the Company with or into another company, corporation or similar entity or the merger or consolidation of another company, corporation, or assets of a corporation or company into the Company, or in the case of any sale or conveyance to another corporation or the assets or other property of the Company. "Event Closing" means the closing of an Event for which the Company enters into an Event Definitive Agreement prior to the Expiration Date. "Expiration Date" means March 12, 2015, as may be extended one or more times for one or more days as long as the 60th total periods of extensions do not exceed a period of up to sixty (60) calendar day following days by Seller at its sole discretion by delivering written notice to Buyers, which may be via e-mail, prior to the date of this Agreement. Expiration Date. "Event Definitive Agreement" means the entry by the Company into a definitive agreement for an Event. For purposes of clarity, such definitive agreement could be subject to or pending customary closing conditions, regulatory approvals and/or shareholder approval and still be considered definitive for purposes of this Agreement. "Person" means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind. "Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. "Shares" shall have the meaning ascribed to such term in the preamble to this Agreement. "Transfer Agent" means the Company's transfer agent, and any successor transfer agent of the Company. 1 2. sELLER'S STANDSTILL AND BUYER'S PURCHASE. (a) Seller agrees not to market, offer or sell the Shares to any Person from the date of this Agreement until the Expiration Date (such period of time, the "Standstill Period") other than the Buyer. (b) The Buyer irrevocably agrees to purchase all of the Shares upon the Closing Date (as defined below) (such obligation, the "Purchase"), subject to the further terms in this Agreement. The Seller shall sell to Buyer, and the Buyer shall purchase from the Seller on the Closing Date (as defined below), the Shares. View More
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Definitions. 2.2Annual Bonus means the cash bonus paid to an Eligible Employee for the Plan Year. 2.3Annual Target Bonus means, for an Eligible Employee, a percentage of such Eligible Employee's Eligible Earnings, and shall be dependent on a number of factors which may include but are not limited to an employee's position title, job responsibilities, and reporting level within the Company. 2.4Annual Target Bonus Pool means, for a Plan Year, the Target Bonus of the Eligible Employees of the Company for that P...lan Year. 2.5Board means the Board of Directors of the Company. 2.6Bonus Pool Payout Factor means the multiplier factor applied to the Annual Target Bonus Pool to determine the Funded Bonus Pool for the applicable Plan Year. 2.8Company means Sunoco Partners LLC, a Pennsylvania limited liability company. 2.9Compensation Committee means the Compensation Committee of the Company's Board. 2.10Departmental Budget means the specific dollar amount of general and administrative expenses (i.e operating budget) set for each department of Partnership and its subsidiaries. 2.11EBITDA means earnings before interest, taxes, depreciation and amortization. 2.12Eligible Earnings means the aggregate regular earnings plus overtime earnings, if any, received by an Eligible Employee during the Plan Year. 2.13Funded Bonus Pool means the Annual Target Bonus Pool for a Plan Year multiplied by the Bonus Pool Payout Factor for such Plan Year. 2.14Partnership means Sunoco Logistics Partners L.P., a Delaware limited partnership. 2.15Person means an individual, corporation, limited liability company, partnership, joint venture, trust, unincorporated organization, association, government agency or political subdivision thereof or other entity. 2.16Plan means the Company's Annual Short-Term Incentive Bonus Plan as set forth herein, as the same may be amended from time to time. 2.17Plan Year means the performance (calendar) year for the measurement and determination of the Budget Target and the calculation of Actual Results. View More
Definitions. 2.2Annual 2.2Adjusted EBITDA means earnings before interest, taxes, depreciation and amortization adjusted for non-cash compensation and extraordinary costs, including but not limited to transactional costs. 2.3Annual Bonus means the cash bonus paid to an Eligible Employee for the Plan Year. 2.3Annual 2.4Annual Target Bonus means, for an Eligible Employee, a percentage of such Eligible Employee's Eligible Earnings, and shall be dependent on a number of factors which may include but are not limit...ed to an employee's position title, job responsibilities, and reporting level within the Company. 2.4Annual 2.5Annual Target Bonus Pool means, for a Plan Year, the Target Bonus of the Eligible Employees of the Company for that Plan Year. 2.5Board 2.6Board means the Board of Directors of the Company. 2.6Bonus 2.7Bonus Pool Payout Factor means the multiplier factor applied to the Annual Target Bonus Pool to determine the Funded Bonus Pool for the applicable Plan Year. 2.8Company 2.9Company means Sunoco Partners GP LLC, a Pennsylvania Delaware limited liability company. 2.9Compensation 2.10Compensation Committee means the Compensation Committee of the Company's Board. 2.10Departmental 2.11Departmental Budget means the specific dollar amount of general and administrative expenses (i.e operating budget) set (i.e. 2.12Distributable Cash Flow means net income, adjusted for each department of Partnership and its subsidiaries. 2.11EBITDA means earnings before interest, taxes, depreciation and amortization. 2.12Eligible certain non-cash items, less maintenance capital expenditures. 2.13Eligible Earnings means the aggregate regular earnings plus overtime earnings, if any, received by an Eligible Employee during the Plan Year. 2.13Funded 2.14Eligible Employee has the meaning set forth in Section 4 below. 2.15Funded Bonus Pool means the Annual Target Bonus Pool for a Plan Year multiplied by the applicable Bonus Pool Payout Factor for such Plan Year. 2.14Partnership 2.16Partnership means Sunoco Logistics Partners L.P., LP, a Delaware master limited partnership. 2.15Person 2.17Person means an individual, corporation, limited liability company, partnership, joint venture, trust, unincorporated organization, association, government agency or political subdivision thereof or other entity. 2.16Plan 2.18Plan means the Company's Annual Short-Term Incentive Bonus Plan as set forth herein, as the same may be amended from time to time. 2.17Plan 2.19Plan Year means the performance (calendar) year for the measurement and determination of the Budget Target and the calculation of Actual Results. View More
Definitions. 2.2Annual Bonus means the cash bonus paid to an Eligible Employee for the Plan Year. 2.3Annual Target Bonus means, for an Eligible Employee, a percentage of such Eligible Employee's Eligible Earnings, and shall be dependent on a number of factors which may include but are not limited to an employee's position title, job responsibilities, and reporting level within the Company. 2.4Annual Target Bonus Pool means, for a Plan Year, the Target Bonus of the Eligible Employees of the Company for that P...lan Year. 2.5Board means the Board of Directors of the Company. 2.6Bonus Pool Payout Factor means the multiplier factor applied to the Annual Target Bonus Pool to determine the Funded Bonus Pool for the applicable Plan Year. 2.8Company means Sunoco Partners Regency GP LLC, a Pennsylvania Delaware limited liability company. 2.9Compensation Committee means the Compensation Committee of the Company's Board. 2.10Departmental Budget means the specific dollar amount of general and administrative expenses (i.e operating budget) set for each department of Partnership and its subsidiaries. 2.11EBITDA means earnings before interest, taxes, depreciation and amortization. 2.12Eligible 2.11Eligible Earnings means the aggregate regular earnings plus overtime earnings, if any, received by an Eligible Employee during the Plan Year. 2.13Funded 2.12Funded Bonus Pool means the Annual Target Bonus Pool for a Plan Year multiplied by the applicable Bonus Pool Payout Factor for such Plan Year. 2.14Partnership 2.13Partnership means Sunoco Logistics Regency Energy Partners L.P., LP, a Delaware master limited partnership. 2.15Person 2.14Person means an individual, corporation, limited liability company, partnership, joint venture, trust, unincorporated organization, association, government agency or political subdivision thereof or other entity. 2.16Plan 2.15Plan means the Company's Annual Short-Term Incentive Bonus Plan as set forth herein, as the same may be amended from time to time. 2.17Plan 2.16Plan Year means the performance (calendar) year for the measurement and determination of the Budget Target and the calculation of Actual Results. View More
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Definitions. Whenever used in this Agreement, the following terms shall have the meanings set forth below: (a) "Accrued Benefits" shall mean the amount payable not later than fifteen (15) days following an applicable Termination Date and which shall be equal to the sum of the following amounts: (i) All salary earned or accrued through the Termination Date; (ii) Reimbursement for any and all moneys advanced in connection with the Executive's employment for pre-approved, reasonable and necessary expenses incur...red by the Executive through the Termination Date; (iii) Any and all other cash benefits previously earned through the Termination Date and deferred at the election of the Executive or pursuant to any deferred compensation plans then in effect; (iv) The full amount of any stated bonus payable to the Executive with respect to the year in which termination occurs provided that the events necessary to have earned said bonus have been achieved; and (v) All other payments and benefits to which the Executive may be entitled under the terms of any benefit plan of the Company. (b) "Act" shall mean the Securities Exchange Act of 1934; (c) "Affiliate" shall have the same meaning as given to that term in Rule 12b-2 of Regulation 12B promulgated under the Act; Employment Contract - Page 1 Oxysure/HR/Employment Agreement.doc (d) "Base Period Income" shall be an amount equal to the Executive's annualized compensation calculated pursuant to section 6 herein for the initial term of this agreement; (e) "Board" shall mean the Board of Directors of the Company; (f) "Cause" shall mean any of the following: i. The engaging by the Executive in illegal or fraudulent conduct, as evidenced by a determination in a binding and final judgment, order or decree of a court or administrative agency of competent jurisdiction, in effect after the exhaustion or lapse of all rights of appeal, in an action, suit or proceeding, whether civil, criminal, administrative or investigative, which the Board determines has a significant adverse impact on the Company in the conduct of the Company's business; ii. A conviction of a felony, as evidenced by a determination in a binding and final judgment, order or decree of a court or administrative agency of competent jurisdiction, in effect after the exhaustion or lapse of all rights of appeal, in an action, suit or proceeding, whether civil, criminal, administrative or investigative, which the Board determines has a significant adverse impact on the Company in the conduct of the Company's business; iii. Willful or grossly negligent failure by Executive to perform his duties in a manner consistent with the Company's best interests; or iv. Willful violation by the Executive of the Company's policies and procedures. (g) "Code" shall mean the Internal Revenue Code of 1986, as amended from time to time; (h) "Consolidated Group" means and includes the Company, all of OSI's current or future subsidiaries and any other corporations or divisions thereof, which are hereafter acquired by or consolidated with the OSI and which collectively carry on the business of OSI, the Company or any part thereof. ; (i) "Notice of Termination" shall mean the notice described in Section 9 herein; (j) "Person" shall mean any individual, partnership, joint venture, association, trust, corporation or other entity, other than an Executive benefit plan of the Company or an entity organized, appointed or established pursuant to the terms of any such benefit plan; (k) "Termination Date" shall mean, except as otherwise provided in Section 10 herein, (i) The Executive's date of death; (ii) Thirty (30) days after the delivery of the Notice of Termination if the Executive's employment is terminated by the Executive voluntarily; and (iii) Sixty (60) days after the delivery of the Notice of Termination if the Executive's employment is terminated by the Company for any reason other than Cause. View More
Definitions. Whenever used in this Agreement, the following terms shall have the meanings set forth below: (a) "Accrued Benefits" shall mean the amount payable not later than fifteen (15) days following an applicable Termination Date and which shall be equal to the sum of the following amounts: (i) All salary earned or accrued through the Termination Date; (ii) Reimbursement for any and all moneys advanced in connection with the Executive's employment for pre-approved, reasonable and necessary expenses incur...red by the Executive through the Termination Date; (iii) Any and all other cash benefits previously earned through the Termination Date and deferred at the election of the Executive or pursuant to any deferred compensation plans then in effect; (iv) The full amount of any stated bonus payable to the Executive with respect to the year in which termination occurs provided that the events necessary to have earned said bonus have been achieved; and (v) All other payments and benefits to which the Executive may be entitled under the terms of any benefit plan of the Company. (b) "Act" shall mean the Securities Exchange Act of 1934; (c) "Affiliate" shall have the same meaning as given to that term in Rule 12b-2 of Regulation 12B promulgated under the Act; Employment Contract - Page 1 Oxysure/HR/Employment Agreement.doc (d) "Base Period Income" shall be an amount equal to the Executive's annualized compensation calculated pursuant to section 6 herein for the initial term of this agreement; (e) "Board" shall mean the Board of Directors of the Company; 1 (f) "Cause" shall mean any of the following: i. The engaging by the Executive in illegal or fraudulent conduct, which conduct is proven to be materially and demonstrably injurious to the Company as evidenced determined by a determination in a binding and final judgment, order or decree vote of a court or administrative agency the majority of competent jurisdiction, in effect after the exhaustion or lapse of all rights of appeal, in an action, suit or proceeding, whether civil, criminal, administrative or investigative, which the Board determines members then in office; provided, however that the Board has given the Executive advance notice of such intent to terminate for Cause including the reasons therefor, together with a significant adverse impact on reasonable opportunity for the Company in Executive to appear with counsel before the conduct of the Company's business; Board and to reply to such notice. ii. A conviction of a felony, as evidenced by a determination in a binding and final judgment, order or decree of a court or administrative agency of competent jurisdiction, in effect after the exhaustion or lapse of all rights of appeal, in an action, suit or proceeding, whether civil, criminal, administrative or investigative, which the Board determines has a significant adverse impact on the Company in the conduct of the Company's business; iii. Willful or grossly negligent failure by Executive to perform his duties in a manner consistent with the Company's best interests; or iv. Willful violation by the Executive of the Company's policies and procedures. (g) "Code" shall mean the Internal Revenue Code of 1986, as amended from time to time; (h) "Consolidated Group" means and includes the Company, all of OSI's current or future subsidiaries and any other corporations or divisions thereof, which are hereafter acquired by or consolidated with the OSI and which collectively carry on the business of OSI, the Company or any part thereof. ; (i) "Notice of Termination" shall mean the notice described in Section 9 herein; (j) "Person" shall mean any individual, partnership, joint venture, association, trust, corporation or other entity, other than an Executive benefit plan of the Company or an entity organized, appointed or established pursuant to the terms of any such benefit plan; (k) "Termination Date" shall mean, except as otherwise provided in Section 10 herein, (i) The Executive's date of death; (ii) Thirty (30) days after the delivery of the Notice of Termination if the Executive's employment is terminated by the Executive voluntarily; and (iii) Sixty (60) days after the delivery of the Notice of Termination if the Executive's employment is terminated by the Company for any reason other than Cause. View More
Definitions. Whenever used in this Agreement, Agreement the following terms shall have the meanings set forth below: (a) "Accrued Benefits" shall mean the amount payable not later than fifteen (15) ten (10) days following an applicable Termination Date and which shall be equal to the sum of the following amounts: (i) All salary compensation earned or accrued through the Termination Date; (ii) Reimbursement for any and all moneys monies advanced in connection with the Executive's employment for pre-approved, ...reasonable and necessary expenses incurred by the Executive through the Termination Date; (iii) Any and all other cash benefits previously earned through the Termination Date and deferred at the election of the Executive or pursuant to any deferred compensation plans then in effect; (iv) The full amount of any stated bonus payable to the Executive with respect to the year in which termination occurs provided that the events necessary to have earned said bonus have been achieved; and (v) All other payments and benefits to which the Executive may be entitled under the terms of any benefit plan of the Company. (b) "Act" shall mean the Securities Exchange Act of 1934; (c) "Affiliate" shall have the same meaning as given to that term in Rule 12b-2 of Regulation 12B promulgated under the Act; Employment Contract - Page 1 Oxysure/HR/Employment Agreement.doc (d) "Base Period Income" shall be an amount equal to the Executive's annualized compensation calculated pursuant to section 6 herein for the initial term of this agreement; (e) "Board" shall mean the Board of Directors of the Company; (f) (c) "Cause" shall mean any of the following: i. (i) The engaging by the Executive in illegal or fraudulent conduct, as evidenced by a determination in a binding and final judgment, order or decree of a court or administrative agency of competent jurisdiction, in effect after the exhaustion or lapse of all rights of appeal, in an action, suit or proceeding, whether civil, criminal, administrative or investigative, which the Board determines by a majority vote, has a significant adverse impact on the Company in the conduct of the Company's business; ii. A conviction 1 (ii) Conviction of a felony, as evidenced by a determination in a binding and final judgment, order or decree of a court or administrative agency of competent jurisdiction, in effect after the exhaustion or lapse of all rights of appeal, in an action, suit or proceeding, whether civil, criminal, administrative or investigative, which the Board determines determine by a majority vote, has a significant adverse impact on the Company in the conduct of the Company's business; iii. Willful (iii) Neglect or grossly negligent failure refusal by the Executive to perform his the Executive's duties in a manner consistent with or responsibilities (unless significantly changed without the Company's best interests; Executive's consent); or iv. Willful (iv) A significant violation by the Executive of the Company's established policies and procedures. (g) "Code" procedures; Notwithstanding the foregoing, Cause shall mean not exist under Sections 1(c)(iii) and (iv) herein unless the Internal Revenue Code Company furnishes written notice to the Executive of 1986, as amended from time the specific offending conduct and the Executive fails to time; (h) "Consolidated Group" means and includes correct such offending conduct within the Company, all of OSI's current or future subsidiaries and any other corporations or divisions thereof, which are hereafter acquired by or consolidated with the OSI and which collectively carry thirty (30) day period commencing on the business receipt of OSI, the Company or any part thereof. ; (i) such notice. herein; (d) "Notice of Termination" shall mean the notice described in Section 9 herein; (j) 11 (e) "Person" shall mean any individual, partnership, joint venture, association, trust, corporation or other entity, other than an Executive employee benefit plan of the Company or an entity organized, appointed or established pursuant to the terms of any such benefit plan; (k) (f) "Termination Date" shall mean, except as otherwise provided in Section 10 herein, mean: (i) The Executive's date of death; (ii) Upon receipt of the Termination Notice if the termination is by the Company for Cause; (iii) Thirty (30) days after the delivery of the Notice of Termination if the Executive's employment is terminated by the Executive voluntarily; and (iii) Sixty (60) or (iv) Thirty (30) days after the delivery of the Notice of Termination if the Executive's employment is terminated by the Company for any reason other than Cause. death or Cause; 2. EMPLOYMENT. The Company hereby agrees to employ the Executive and the Executive hereby agrees to serve the Company, on the terms and conditions set forth herein. View More
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Definitions. Any capitalized term used, but not defined, in this Amendment shall have its respective meaning as set forth in the Operating Agreement.
Definitions. Any capitalized term used, but not defined, in this Amendment shall have its respective meaning as set forth in the Operating Original Agreement.
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Definitions. "Board" means the Board of Directors of the Company. "Business" means the business (whether conducted or to be conducted in the future) of (a) developing, providing, marketing and selling specialized software, specifically a cloud-based, three-dimensional multimedia cube, and (b) providing any other products or services which the Company or any of its Subsidiaries provide during the Employment Period. "Change of Control" means the occurrence of any of the following events, whether in one or a se...ries of related transactions: (a) the acquisition of at least fifty percent (50%) of the then outstanding shares of common stock of Cube, Inc. by any Person or entity, (b) the acquisition of all or substantially all of the assets of Cube, Inc., or (c) any merger or consolidation of Cube, Inc., provided that the events described in clause (b) or (c) of this definition will not be deemed a Change of Control if more than fifty percent (50%) of the then outstanding shares of common stock of the acquiring entity or surviving entity (in the case of a merger) are owned by Persons who, immediately prior to such event, owned more than fifty percent (50%) of the then outstanding shares of common stock of Cube, Inc., as the case may be. In determining whether the fifty percent (50%) threshold discussed above has been met, shares which are subject to voting control by a Person or Persons acting under a voting agreement (but not a revocable proxy) will be counted, even though such shares may not be owned by such Person. "Customer" means any Person who: (a) purchased products or services from the Company or any Subsidiary during the two years prior to the date of termination of Employee's employment. "Person" means any natural person, corporation, general partnership, limited partnership, limited liability company or partnership, proprietorship, other business organization, trust, union, association or governmental or regulatory entities, department, agency or authority. "Subsidiaries" means any corporation, limited liability company or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by the Company or any corporation or other entity of which the Company or one of its Subsidiaries serves as the managing member or in a similar capacity, in each case either directly or through one or more Subsidiaries, the names and addresses of which will be provided to the Employee upon execution of this Agreement . 4 13. Survival. Sections 7, 8, 9 and 10 will survive and continue in full force in accordance with their terms notwithstanding the termination of the Employment Period. View More
Definitions. "Board" means the Board of Directors of the Company. "Business" means the business (whether conducted or to be conducted in the future) of (a) developing, providing, marketing and selling specialized software, specifically a cloud-based, three-dimensional multimedia cube, colored diamonds, and (b) providing any other products or services which the Company or any of its Subsidiaries provide during the Employment Period. "Change of Control" means the occurrence of any of the following events, whet...her in one or a series of related transactions: (a) the acquisition of at least fifty percent (50%) of the then outstanding shares of common stock of Cube, Precious Investments, Inc. by any Person or entity, (b) the acquisition of all or substantially all of the assets of Cube, Precious Investments, Inc., or (c) any merger or consolidation of Cube, Precious Investments, Inc., provided that the events described in clause (b) or (c) of this definition will not be deemed a Change of Control if more than fifty percent (50%) of the then outstanding shares of common stock of the acquiring entity or surviving entity (in the case of a merger) are owned by Persons who, immediately prior to such event, owned more than fifty percent (50%) of the then outstanding shares of common stock of Cube, Precious Investments, Inc., as the case may be. In determining whether the fifty percent (50%) threshold discussed above has been met, shares which are subject to voting control by a Person or Persons acting under a voting agreement (but not a revocable proxy) will be counted, even though such shares may not be owned by such Person. "Closing Price" shall mean the 4:00 P.M. last sale price of the Common Stock on the Principal Market on the relevant Trading Day(s), as reported by Bloomberg LP (or if that service is not then reporting the relevant information regarding the Common Stock, a comparable reporting service of national reputation selected by the Holder and reasonably acceptable to the Company) ("Bloomberg") for the relevant date. "Customer" means any Person who: (a) purchased products or services from the Company or any Subsidiary during the two years prior to the date of termination of Employee's employment. "Market Price" shall mean the Closing Price for the Company's Common Stock on the Trading Day exercise date. "Person" means any natural person, corporation, general partnership, limited partnership, limited liability company or partnership, proprietorship, other business organization, trust, union, association or governmental or regulatory entities, department, agency or authority. "Subsidiaries" means any corporation, limited liability company or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by the Company or any corporation or other entity of which the Company or one of its Subsidiaries serves as the managing member or in a similar capacity, in each case either directly or through one or more Subsidiaries, the names and addresses of which will be provided to the Employee upon execution of this Agreement . 4 Agreement. "Trading Day" shall mean any day during which the principal market on which the Common Stock is traded (the "Principal Market") shall be open for business. 6 13. Survival. Sections 7, 8, 9 and 10 will survive and continue in full force in accordance with their terms notwithstanding the termination of the Employment Period. View More
Definitions. "Board" means the Board of Directors of the Company. "Business" means the business (whether conducted or to be conducted in the future) of (a) developing, providing, marketing and selling specialized software, specifically a cloud-based, three-dimensional multimedia cube, medicine safes with fingerprint technology, and (b) providing any other products or services which the Company or any of its Subsidiaries provide during the Employment Period. 6 "Change of Control" means the occurrence of any o...f the following events, whether in one or a series of related transactions: (a) the acquisition of at least fifty percent (50%) of the then outstanding shares of common stock of Cube, RX Safes, Inc. by any Person or entity, (b) the acquisition of all or substantially all of the assets of Cube, RX Safes, Inc., or (c) any merger or consolidation of Cube, RX Safes, Inc., provided that the events described in clause (b) or (c) of this definition will not be deemed a Change of Control if more than fifty percent (50%) of the then outstanding shares of common stock of the acquiring entity or surviving entity (in the case of a merger) are owned by Persons who, immediately prior to such event, owned more than fifty percent (50%) of the then outstanding shares of common stock of Cube, RX Safes, Inc., as the case may be. In determining whether the fifty percent (50%) threshold discussed above has been met, shares which are subject to voting control by a Person or Persons acting under a voting agreement (but not a revocable proxy) will be counted, even though such shares may not be owned by such Person. "Customer" means any Person who: (a) purchased products or services from the Company or any Subsidiary during the two years prior to the date of termination of Employee's employment. "Person" means any natural person, corporation, general partnership, limited partnership, limited liability company or partnership, proprietorship, other business organization, trust, union, association or governmental or regulatory entities, department, agency or authority. "Subsidiaries" means any corporation, limited liability company or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by the Company or any corporation or other entity of which the Company or one of its Subsidiaries serves as the managing member or in a similar capacity, in each case either directly or through one or more Subsidiaries, the names and addresses of which will be provided to the Employee upon execution of this Agreement . 4 13. Survival. Sections 7, 8, 9 and 10 will survive and continue in full force in accordance with their terms notwithstanding the termination of the Employment Period. View More
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Definitions. For purposes of this Agreement, the following definitions apply: a."Actual Award" means the product of (i) the Plan Payout Percentage (as determined under Section 3), and (ii) your Target Award. b."Compensation Peer Group" means [INSERT COMPANY NAMES]. If there is any change in the corporate capitalization of a company in the Compensation Peer Group during a Measurement Period (such as a stock split, corporate transaction or any partial or complete liquidation), the Committee, in its sole discre...tion, may take such change into account in determining the Total Shareholder Return of that company. If any company included in the Compensation Peer Group ceases to exist or to be publicly traded during the Measurement Period, or undergoes any other similar change, the Committee shall determine the consequences of such event for purposes of this Agreement, including without limitation, the replacement of such company in the Compensation Peer Group. c."Measurement Period" means [DESCRIBE MEASUREMENT PERIOD]. d."Performance Cycle" means the period beginning on [DATE] and ending on [DATE]. e."Target Award" means the number of Restricted Units awarded to you for the Performance Cycle under Section 1 of this Agreement. f."Total Shareholder Return" means the ratio of (A) a company's share price as of the last trading day of a Measurement Period (determined using the average closing share price over the 30 preceding trading days) plus earned dividends per share during the Measurement Period, over (B) the company's share price as of the first trading day of a Measurement Period (determined using the average closing share price over the 30 preceding trading days). Dividends are assumed earned and reinvested on the ex-dividend date. g.[INSERT ADDITIONAL BUSINESS-RELATED DEFINITIONS AS APPLICABLE] 3. Performance Measures. For each Measurement Period, the Company's Total Shareholder Return will be compared to the Total Shareholder Return of each company in the Compensation Peer Group, and the Total Shareholder Return of the Compensation Peer Group and the Company shall be ranked. [DESCRIBE OTHER BUSINESS-RELATED PERFORMANCE MEASURES, AS APPLICABLE] The Plan Payout Percentage shall be determined based on the following for the Performance Cycle: [DESCRIBE HOW PLAN PAYOUT PERCENTAGE IS DETERMINED]. View More
Definitions. For purposes of this Agreement, the following definitions apply: a."Actual a. "Actual Award" means the product of (i) the Plan Payout Percentage (as determined under Section 3), and (ii) your Target Award. b."Compensation b. "Compensation Peer Group" means [INSERT COMPANY NAMES]. If there is any change in the corporate capitalization of a company in the Compensation Peer Group during a Measurement Period (such as a stock split, corporate transaction or any partial or complete liquidation), the C...ommittee, in its sole discretion, may take such change into account in determining the Total Shareholder Return of that company. If any company included in the Compensation Peer Group ceases to exist or to be publicly traded during the Measurement Period, or undergoes any other similar change, the Committee shall determine the consequences of such event for purposes of this Agreement, including without limitation, the replacement of such company in the Compensation Peer Group. c."Measurement c. "Measurement Period" means [DESCRIBE MEASUREMENT PERIOD]. d."Performance d. "Performance Cycle" means the period beginning on [DATE] and ending on [DATE]. e."Target e. "Target Award" means the number of Restricted Stock Units awarded to you for the Performance Cycle under Section 1 of this Agreement. f."Total f. "Total Shareholder Return" means the ratio of (A) a company's share price as of the last trading day of a Measurement Period (determined using the average closing share price over the 30 preceding trading days) plus earned dividends per share during the Measurement Period, over (B) the company's share price as of the first trading day of a Measurement Period (determined using the average closing share price over the 30 preceding trading days). Dividends are assumed earned and reinvested on the ex-dividend date. g.[INSERT g. [INSERT ADDITIONAL BUSINESS-RELATED DEFINITIONS AS APPLICABLE] 3. Performance Measures. For each Measurement Period, the Company's Total Shareholder Return will be compared to the Total Shareholder Return of each company in the Compensation Peer Group, and the Total Shareholder Return of the Compensation Peer Group and the Company shall be ranked. [DESCRIBE OTHER BUSINESS-RELATED PERFORMANCE MEASURES, AS APPLICABLE] The Plan Payout Percentage shall be determined based on the following for the Performance Cycle: [DESCRIBE HOW PLAN PAYOUT PERCENTAGE IS DETERMINED]. APPLICABLE]. View More
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Definitions. All capitalized terms used in this Agreement but not otherwise defined herein are given the meanings set forth in the Purchase Agreement.
Definitions. All capitalized terms used in this Agreement but not otherwise defined herein are given the meanings set forth in the Purchase each respective License Agreement.
Definitions. All capitalized terms used in this Agreement but not otherwise defined herein are given the meanings set forth in the Purchase Agreement. Transaction Documents.
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