Definitions Contract Clauses (26,161)

Definitions. For purposes of this Agreement, the following definitions apply: "Cause" means, as determined by the Board in its reasonable good faith judgment: (i) substantial failure to perform (other than by reason of disability), or substantial negligence in the performance of, your duties and responsibilities to the Company or any member of the Company Group, (ii) your refusal or substantial failure to follow or carry out the reasonable directives of the Board that are consistent with your position; (iii)... material breach of this Agreement or any other material written agreement between you and the Company or any member of the Company Group; (iv) theft, embezzlement, fraud, breach of fiduciary duty or misrepresentation of any property of the Company or any member of the Company Group; (v) sexual misconduct or other material violation of the Company's policies against harassment, discrimination or retaliation (in each case, whether sexual or otherwise); (vi) indictment for, conviction of, or a plea of guilty or nolo contendere to, a felony or other crime involving moral turpitude; (vii) your material dishonesty, willful misconduct, or illegal conduct relating to the affairs of the Company or any member of the Company Group; or (viii) material breach of the Code of Conduct of the Company, as then in effect. In order for the Company to terminate your employment for Cause under the foregoing clauses (i), (ii), (iii) or (viii), the Board shall have first given you written notice setting forth in reasonable detail the nature of the alleged defect within ninety (90) days of the date the Board becomes aware of such defect and the same shall not have been cured (if reasonably capable of cure) within fifteen (15) days of your receipt of such written notice. If not cured within such period (as determined in the Board's reasonable judgment), the termination of your employment will be effective upon the date immediately following the expiration of the ten (10) day notice period. Notwithstanding anything to the contrary contained herein, your right to cure as set forth in this paragraph shall not apply if there are habitual or repeated breaches of this paragraph by you. "Confidential Information" means any and all information of the Company Group that is not generally available to the public. Confidential Information also includes any information received by the Company or any member of the Company Group from any Person with any understanding, express or implied, that it will not be disclosed. Confidential Information does not include information that enters the public domain, other than through your breach of your obligations under this Agreement. "Good Reason" means, without your express written consent, the occurrence of any of the following events: (i) a material reduction by the Company in your Base Salary; (ii) a material breach by the Company or Company Group of this Agreement or any other material written agreement between you and the Company or Company Group; (iii) a material diminution or reduction in your responsibilities, duties or authorities; (iv) a relocation of your principal work location of more than 25 miles; or (v) requiring you to take any action which the Company knows or should reasonably be expected to know would violate any federal or state law. 9 "Intellectual Property" means inventions, discoveries, developments, methods, processes, product formulations, compositions, works, concepts and ideas (whether or not patentable or copyrightable or constituting trade secrets) conceived, made, created, developed or reduced to practice by you (whether alone or with others, whether or not during normal business hours or on or off Company premises) during your employment that relate, or otherwise could be used with respect, either to the business of the Company or any member of the Company Group or to any prospective activity of the Company or any member of the Company Group or that result from any work performed by you for the Company or any member of the Company Group or that make use of Confidential Information or any of the equipment or facilities of the Company or any member of the Company Group. Notwithstanding the foregoing, Intellectual Property does not include any Invention that qualifies fully under the provisions of California Labor Code Section 2870, the terms of which are set forth in Exhibit A to this Agreement. "Person" means an individual, a corporation, a limited liability company, an association, a partnership, an estate, a trust or any other entity or organization. View More

Definitions. All references in this Agreement to Alignment Healthcare, Inc. shall refer to Alignment Healthcare Holdings, LLC prior to its conversion into Alignment Healthcare, Inc. unless the context indicates otherwise. "Good Reason" means: (i)a material reduction during any 24 consecutive month period in Base Salary (as that term is defined in Section 4(a)) or in the Employee's annual total cash compensation opportunity (i.e., Base Salary and Bonus Rate (as that term is defined in Section 4(b))), but excl...uding any reduction applicable to management employees generally; (ii)a material breach of this Agreement by the Employer; or (iii)a change in the Employee's principal work location to a location more than 50 miles from the Employee's prior work location and more than 50 miles from the Employee's principal residence as of the date of such change in work location. Notwithstanding the foregoing provisions of this definition, Good Reason shall not exist (A) if the Employee has in her sole discretion agreed in writing that such event shall not be Good Reason or (B) unless, (I) within 60 days of the occurrence of the events claimed to be Good Reason the Employee notifies the Employer in writing of the reasons why he believes that Good Reason exists, (II) the Employer has failed to correct the circumstance that would otherwise be Good Reason within 30 days of receipt of such notice, and (III) the Employee terminates her employment within 60 days of such 30-day period (the date of such resignation, the "Early Resignation Date"). "Person" shall be construed broadly and shall include, without limitation, an individual, a partnership, an investment fund, a limited liability company, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof. "Subsidiary" or "Subsidiaries" of any Person means any corporation, partnership, joint venture or other legal entity of which such Person (either alone or through or together with any other Person), owns, directly or indirectly, 50% or more of the stock or other equity interests which are generally entitled to vote for the election of the board of directors or other governing body of such corporation or other legal entity. "Termination Date" means the effective date of the termination of the Employee's employment hereunder, which (i) in the case of termination due to resignation by the Employee without Good Reason, shall mean the date that is 90 days following the date of the Employee's written notice to the Employer of her resignation, or in the case of resignation by the Employee with Good Reason, shall mean the Early Resignation Date, provided, however, that in each case the Employer may accelerate the Termination Date; (ii) in the case of termination by reason of the Employee's death, shall mean the date of death; (iii) in the case of termination by reason of Disability, shall mean the date specified in the notice of such termination delivered to the Employee by the Employer; (iv) in the case of a termination by the Employer for Cause or without Cause, shall mean the date specified in the written notice of such termination delivered to the Employee by the Employer; (iv) in the case of termination by mutual agreement, shall mean the date mutually agreed to by the parties hereto, (v) in the case of termination due to either party's delivery to the other party of a Notice of Nonrenewal pursuant to Section 2, shall mean the next scheduled Renewal Date to which the Notice of Nonrenewal relates. View More

Definitions. 11.8"Involuntary Termination" means a termination of your employment with the Company pursuant to either (i) a termination initiated by the Company without Cause, or (ii) your resignation for Good Reason or (iii) due to "Redundancy" which shall mean the elimination by the Board of your role or position in the Company, and provided in any case (i), (ii) or (iii) such termination constitutes a Separation from Service.

Definitions. 8.1 Cause. For purposes of this Agreement, "Cause" for termination will mean: (a) conviction of or please of guilty or nolo contendere to any felony or any crime involving dishonesty; (b) participation in any fraud against the Company; (c) material breach of any Company's policy or procedure after written notice from the Company and a reasonable period of not less than twenty-one (21) calendar days in which to cure such breach (if deemed curable); (d) persistent failure or refusal to perform Exe...cutive's job duties after written notice from the Company and a reasonable period of not less than twenty-one (21) calendar days in which to cure such performance issues (if deemed curable); (e) intentional damage to any property of the Company; (f) willful misconduct, or other violation of Company policy that causes harm; (g) breach of any written agreement by and between Executive and the Company; and (h) conduct by Executive which in the good faith and reasonable determination of the Company demonstrates gross unfitness to serve. 8.2 Change of Control. For purposes of this Agreement, "Change of Control" shall mean: a "Sale Event," as defined in the Company's 2020 Stock Option and Incentive Plan. 8.3 Disability. For purposes of this Agreement, "Disability" shall mean Executive's physical or mental condition that renders Executive unable to substantially perform for a period of ninety (90) aggregate days (regardless of whether or not continuous) during any three hundred sixty (360) day period, Executive's regular responsibilities hereunder, with or without a reasonable accommodation.8.4 Good Reason. For purposes of this Agreement, "Good Reason" shall mean: (a) a material reduction in Executive's Base Salary (unless pursuant to a salary reduction applicable generally to the Company's similarly situated employees); or (b) the relocation of Executive's place of work for the Company that is more than 40 miles from Executive's primary place of work, unless mutually agreed upon. Notwithstanding the foregoing, no act or omission described in subclauses (a) or (b) above shall constitute "Good Reason" unless: (1) Executive first gives the Company written notice of such act or omission within forty-five (45) days of the later of the occurrence of such act or omission or Executive's first becoming aware thereof, (2) the Company fails to cure such act or omission within twenty-one (21) days after receiving such written notice from Executive, and (3) Executive resigns from employment (and all other positions, including as a member of the Board) within ten (10) days after the end of the cure period. View More

Definitions. As used in this Agreement, and unless the context requires a different meaning, the following terms shall be defined as follows: "Change in Control" is as defined in the RBC 2013 or 2017 Long-Term Equity Incentive Plan as amended, or any subsequent long–term equity incentive plan approved by and on behalf of the Company. "Competing Business" means any business (including, without limitation, research and development) that is carried on by Employer in any material respect, and with which Employee... is actively involved, during the Term. "Conditionally Awarded" shall mean that certain conditions precedent, including, without limitation, performance goals and achievement of Management Objectives, (as defined in the Executive Officer Performance Based Compensation Plan, and incorporated herein) have been established but must occur before the subject shares of stock or stock options are Granted under any compensation program that uses a three-year performance cycle. "EBITDA" shall mean the income of the Employer increased by interest, taxes, depreciation and amortization, calculated in a manner consistent with the calculation of the Plan. "Equity Vesting Triggering Event" means the occurrence of any of the following: (i) the expiration of the Term of this Agreement pursuant to Section 2; (ii) the termination of this Agreement pursuant to Section 8(a) upon Employee's death or Total Disability; (iii) the termination of this Agreement by the Employer pursuant to Section 8(c) without Cause; or 2 (iv) the termination of this Agreement by the Employee pursuant to Section 8(d) for other than Good Reason. "Good Reason" shall mean for the 24 month period following a Change in Control any of the following which occur subsequent to the Commencement Date without your express written consent: (i) a substantial reduction in the Employee's title, position, duties, responsibilities and status with the Company inconsistent with the Employee's title, duties, responsibilities and status immediately prior to a change in the Employee's titles or offices, or any removal of the Employee from or any failure to reelect the Employee to any of such positions, except in connection with the termination of his employment for disability, retirement or Cause or by the Employee other than for Good Reason; (ii) a relocation of Employee's principal work location without his consent to a location more than 25 miles from the Company's headquarters at Oxford, Connecticut; (iii) any material breach by the Company of any provision of this Agreement; or (iv) any failure by the Company to obtain the assumption of this Agreement by any successor or assign of the Company. "Granted" shall mean the award of shares of stock or stock options to Employee pursuant to any of the Company's long-term equity incentive plans. "Person" means any natural person, partnership, corporation, trust, company or other entity. "Plan" shall mean the operating plan established by the Employee, in his status as CEO of Employer and as approved by the Board within ninety (90) days following the beginning of each fiscal year, as applicable to Employer and as applicable to the determination of bonuses payable to others of Employer's employees to the extent such bonuses are calculated by reference to operating results. "Territory" means the geographical area in which the Employer engages in any business (other than an insignificant amount of business), with which Employee is actively involved, during the Term. View More

Definitions. As used in this Agreement, the following definitions shall apply: a. The "Board" shall have the meaning set forth in the preamble. b. "Business Opportunity" shall have the meaning set forth in Section 6. c. "Business Opportunity Notice" shall have the meaning set forth in Section 6. d. "Business Opportunity Notice Period" shall have the meaning set forth in Section 6. e. "Company" shall have the meaning set forth in the preamble. f. "Confidential Information" shall have the meaning set forth in ...Section 4. g. "Dollars" and the sign "$" mean the lawful money of the United States of America. h. "Director" shall have the meaning set forth in the preamble. i. "Disqualified Business Opportunity" shall have the meaning set forth in Section 6. j. "Option" shall have the meaning set forth in Section 2. k. "Option Shares" shall have the meaning set forth in Section 2. l. "Termination of Service" shall have the meaning set forth in Section 2. m. "Person(s)" shall have the meaning set forth in Section 6. The Parties have executed this Agreement as of the date first written above. DIRECTOR BLOCKCHAIN INDUSTRIES, INC. By: /s/ Michael Conn By: /s/ Patrick Moynihan Name: Michael Conn Name: Patrick Moynihan Title: CEO Address for Notice: 30030 Quail Run Dr. Agoura Hills, CA 91301 EX-10.2 3 bcii_ex102.htm DIRECTOR AGREEMENT Blueprint Exhibit 10.2 DIRECTOR AGREEMENT THIS DIRECTOR AGREEMENT is made effective as of December 30, 2018 (the "Agreement"), Blockchain Industries, Inc., a Nevada corporation with its principal place of business at 720 Arizona Ave Suite 220 Santa Monica CA 90401 (the "Company"), and Michael Conn ("Director"). WHEREAS, it is essential to the Company to retain and attract as directors the most capable persons available to serve on the board of directors of the Company (the "Board"); and WHEREAS, the Company believes that Director possesses the necessary qualifications and abilities to serve as a director of the Company and to perform the functions and meet the Company's needs related to its Board, WHEREAS, the Director shall be a Class 2 director whose term ends and are subject to election at the annual meeting of shareholders in 2020, 2023 and each third year thereafter. NOW, THEREFORE, in consideration of the mutual promises contained herein, the benefits to be derived by each party hereunder and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Term. The Director shall hold office until such time that such Director's successor is duly elected and qualified, or until such Director's death or removal from office. The Director will be automatically removed from the Board if such Director resigns his office by writing delivered to the Board, becomes prohibited by law from acting as a director or commits a material breach of this Agreement pursuant to Section 7 below. View More

Definitions. For purposes of the Agreement, the following terms shall have the following meanings: (a) "Accrued Benefits" shall mean (i) all accrued but unpaid Base Salary through the Date of Termination of Executive's employment (including any accrued vacation) at the rate in effect at the time Notice of Termination is given, (ii) any unpaid or unreimbursed expenses incurred in accordance with Company policies, (iii) accrued but unused vacation days through the Date of Termination of Executive's employment ...determined as per the Company's vacation policy, and (iv) any amounts that are accrued and vested under any Company plan or policy as of the Date of Termination. (b) "Base Salary" shall mean the Executive's annual base salary. (c) "Disability" shall mean, as a result of Executive's incapacity due to physical or mental illness, Executive shall have been absent from his duties with the Company on a full-time basis for 180 calendar days in the aggregate in any twelve-month period. (d) "For Cause" shall mean: (i) conduct by Executive constituting a material act of willful misconduct in connection with the performance of his duties, including, without limitation, misappropriation of funds or property of the Company or any of its affiliatesother than the occasional, customary and de minimis use of Company property for personal purposes; (ii) criminal or civil conviction of Executive, a plea of nolo contendere by Executive or conduct by Executive that would reasonably be expected to result in material injury to the reputation of the Company if he was retained in his position with the Company, including, without limitation, conviction of a felony involving moral turpitude; (iii) continued, willful and deliberate non-performance by Executive of his duties hereunder (other than by reason of Executive's physical or mental illness, incapacity or disability) which has continued for more than thirty (30) days following written notice of such non­ performance from the Board of Directors of the Company (the "Board"); or (iv) a violation by Executive of the Company's employment policies which has continued following written notice of such violation from the Board. (e) "Good Reason" shall mean that Executive has complied with the "Good Reason Process" (hereinafter defined) following the occurrence of any of the following events: (a) a material diminution or other material adverse change, not consented to by Executive, in the nature or scope of Executive's responsibilities, authorities, powers, functions or duties; (b) an involuntary material reduction in Executive's Base Salary except for across-the-board reductions similarly affecting all or substantially all management employees; (c) a material breach of this Agreement by the Company; or (d) a material change in the geographic location at which the Executive provides services to the Company. "Good Reason Process" shall mean that (i) Executive reasonably determines in good faith that a "Good Reason" event has occurred; (ii) Executive notifies the Company in writing of the occurrence of the Good Reason event within 60 days of such occurrence; (iii) Executive reasonably cooperates in good faith with the Company's efforts following such notice (the "Cure Period"), to promptly remedy the condition; (iv) notwithstanding such efforts, the Good Reason event continues to exist; and (v) the Executive terminates hisemployment within 60 days after the end of the Cure Period. If the Company cures the GoodReason event during the Cure Period, Good Reason shall be deemed not to have occurred. (f) "Severance Benefits" shall mean the payments described in Section 2(c) of thisAgreement. View More

Definitions. Unless otherwise defined herein, each of the capitalized terms used in this Fourth Amendment shall have the definition and meaning ascribed to it in the Agreement.

Definitions. As used herein "Substantial Completion," "Substantially Completed," and any derivations thereof mean the Tenant Work in the Relocation Premises is substantially completed (as reasonably determined by Tenant's Architect) in accordance with the Working Drawings, and Tenant has obtained a Certificate of Occupancy if required by applicable law. Substantial Completion shall have occurred even though minor details of construction, decoration, and mechanical adjustments remain to be completed.

Definitions. Unless otherwise provided herein, terms used herein that are defined in the Plan and not defined herein shall have the meanings attributed thereto in the Plan.