Definitions Contract Clauses (26,161)

Definitions. "Affiliate" means a corporation or other entity that, directly or through one or more intermediaries, controls, is controlled by or is under common control with, the Company. "Annual Retainer" means the annual fee payable by the Company to a Non-Employee Director with respect to his or her service as a member of the Board as in effect from time to time and as indicated in the attached Appendix I. "Audit Committee" means the Audit Committee of the Board. "Board" means the Board of Directors of th...e Company, as constituted from time to time. "Chair" means a Non-Employee Director occupying the seat of authority with respect to the Board or a Committee. "Chair Annual Retainer" or "Chair Quarterly Retainer" means the annual or quarterly fee payable by the Company to a Chair with respect to his or her service as a Chair as in effect from time to time and as indicated in the attached Appendix I. "Code" means the Internal Revenue Code of 1986, as it may be amended from time to time. Any reference to a section of the Code shall be deemed to include a reference to any regulations promulgated thereunder. "Committee" means a standing committee of the Board. "Committee Chair" means the Non-Employee Director serving as the Chair of a Committee. "Common Stock" means the "common stock" of the Company as defined in the Equity and Incentive Plan. "Company" means Aaron's Holdings Company, Inc., a Georgia corporation, including its successors and assigns. "Compensation Committee" means the Compensation Committee of the Board. "Effective Date" shall mean October 16, 2020, the date the Plan, as amended and restated herein, was adopted by the Board. The 2019 Plan was originally effective May 8, 2019. "Equity and Incentive Plan" means the Aaron's, Inc. Amended and Restated 2015 Equity and Incentive Plan, 2020 Amendment and Restatement, as it may be amended from time to time. "Fair Market Value" means "fair market value" as defined in the Equity and Incentive Plan. "Lead Director" means a Non-Employee Director occupying the seat of authority with respect to the Board. "Lead Director Annual Retainer" or "Lead Director Quarterly Retainer" means the annual or quarterly fee payable by the Company to a Lead Director with respect to his or her service as a Lead Director as in effect from time to time and as indicated in the attached Appendix I. "Nominating and Corporate Governance Committee" means the Nominating and Corporate Governance Committee of the Board. "Non-Employee Director" means a member of the Board who is not an officer or employee of the Company or any of its subsidiaries or Affiliates. "Plan" means this Aaron's, Inc. Amended and Restated Compensation Plan for Non-Employee Directors, 2020 Amendment and Restatement, as set forth herein, as it may be amended from time to time. "Quarterly Payment Dates" has the meaning set forth in Section 5.2 of this Plan. "Quarterly Retainer" means the quarterly fee payable by the Company to a Non-Employee Director with respect to his or her service as a member of the Board as in effect from time to time and as indicated in the attached Appendix I. "RSU" has the meaning set forth in the Equity and Incentive Plan. "Section 409A" means Section 409A of the Code and all authoritative interpretive guidance issued thereunder. View More

Definitions. 4.6Outplacement Services. 4.9Section 409A. 5.2Trade Secrets and Confidential Information. 5.3Return of Property. 5.4Inventions.

Definitions. For the purposes of this Exhibit A: a. "Closing Price" means the closing price of a share of Common Stock as reported on the principal stock exchange or quotation system on which the Common Stock is listed on the date in question. b. "Hurdle Price Level" means $11.00, $13.00, $15.00, $17.00, $19.00, $21.00, $23.00 and $25.00, as applicable. c. "Hurdle Date" means, with respect to a Hurdle Price Level, the date on which the average Closing Price over a consecutive twenty (20) trading day period i...s equal to or greater than such Hurdle Price Level. EX-10.1 2 pk-ex101_8.htm EX-10.1 pk-ex101_8.htm Exhibit 10.1 PERFORMANCE STOCK UNIT AGREEMENT PARK HOTELS & RESORTS INC. 2017 OMNIBUS INCENTIVE PLAN This Performance Stock Unit Agreement (this "Agreement"), effective as of November 7, 2020 (the "Grant Date"), is between Park Hotels & Resorts Inc., a Delaware corporation (the "Company"), and Thomas J. Baltimore, Jr. (the "Participant"). View More

Definitions. 1.1 "Patent Rights" mean Licensor's legal rights or interests that exist now in the Licensor Patents listed in Schedule A hereto. The Patent Rights shall include any patents, or other intellectual property rights of Licensor which are listed in Schedule A of this Agreement, as well as any other patent, copyright, marks, packaging design or other intellectual property right owned by Licensor that is necessary for Licensee to make, use, sell, offer to sell, or import Products, as that term is defi...ned below. 1.2 "Tax" means any tax, levy, impost, deduction, charge, rate, duty, compulsory loan or withholding which is levied or imposed by a governmental agency, together with interest, penalties, charges, fees or other amounts (if any) imposed or made on or in respect of the above. 1.3 "Term" means the period set forth in Article 4.1. 1.4 "Territory" means any country or territory in the world. 1.5 "Products" means any apparatus, systems or products that, without a license from the Licensor with respect to such products, would infringe at least one claim in any of Licensor's Patent Rights, and any apparatus, systems, or products that, without a license from the Licensor with respect to such products when made, imported, sold, offered for sale, and/or used, would (a) actively induce infringement of at least one claim in Licensor's Patent Rights, or (b) cause contributory infringement of at least one claim in Licensor's Patent Rights. 1 2. Grant of License. 2.1 Grant. Subject to the terms and conditions of this Agreement, Licensor hereby grants Licensee, during the Term of this Agreement and in the Territory, an exclusive, royalty-bearing license to Licensor's Patent Rights to make, import, use, sell, and offer to sell its Products. 2.2 Reservation. All rights not explicitly granted to Licensee in this Agreement are expressly reserved for Licensor. Except as expressly provided in this Agreement, no other rights or licenses are intended or conveyed herein, whether by implication, estoppel, or otherwise. View More

Definitions. 5.1. Change in Control. For purposes of this Agreement, the term "Change in Control" means a transaction or series of transactions (including by way of merger, consolidation, recapitalization, reorganization or sale of stock or units), the result of which is that Jay Short and Carolyn Short are, after giving effect to such transaction, no longer, in the aggregate, in control, directly or indirectly (including through one or more intermediaries and/or voting rights agreements), of more than 50% o...f the voting power of the outstanding voting securities of the surviving entity of such transaction, and including a capital raising transaction in which the Company is the surviving entity. 5.2. Termination Year. For purposes of this Agreement, "Termination Year" means the fiscal year in which your Company employment is terminated for any reason. View More

Definitions. 5.1. Cause. For purposes of this Agreement, "Cause" shall mean the following, as determined by the Board in its reasonable judgment: (i) your failure to perform, or material negligence in the performance of, your duties and responsibilities to the Company or any of its affiliates; (ii) your material breach of any [material] agreement between you and the Company or any of its affiliates; (iii) willful misconduct by you that is or could reasonably be expected to be materially harmful to the busine...ss interests or reputation of the Company or any of its affiliates; or (iv) your conviction of (or the pleading by you of nolo contendere to) any felony. 5.2. Change in Control. For purposes of this Agreement, the term "Change in Control" means a "Sale of the Company", as that term is defined in section 2.34 of the Second Amended and Restated Operating Agreement of the Company. 5.3. Change in Control Period. For purposes of this Agreement, "Change in Control Period" means the time period commencing three (3) months before the effective date of a Change in Control and ending on the date that is twelve (12) months after the effective date of a Change in Control. 5.4. Good Reason. For purposes of this Agreement, you shall have "Good Reason" for resignation from employment with the Company if any of the following actions are taken by the Company without your prior written consent: (i) a material reduction in your base salary, unless pursuant to a salary reduction program applicable generally to the Company's August 20th, 2018 SMITH Page 5 senior executives; (ii) a material reduction in your duties (including responsibilities and/or authorities), provided, however, that a change in job position (including a change in title) shall not be deemed a "material reduction" in and of itself unless your new duties are materially reduced from the prior duties; or (iii) relocation of your principal place of employment to a place that increases your one-way commute by more than thirty-five (35) miles as compared to your then-current principal place of employment immediately prior to such relocation. In order for you to resign for Good Reason, each of the following requirements must be met: (A) you must provide written notice to the Company within thirty (30) calendar days after the first occurrence of the event giving rise to Good Reason setting forth the basis for your resignation, (B) you must allow the Company at least thirty (30) calendar days from receipt of such written notice to cure such event, (C) such event is not reasonably cured by the Company within such thirty (30) calendar day period (the "Cure Period"), and (D) you must resign from all positions you then hold with the Company not later than thirty (30) calendar days after the expiration of the Cure Period. 5.5. Termination Year. For purposes of this Agreement, "Termination Year" means the fiscal year in which your Company employment is terminated for any reason. View More

Definitions. (a) "Cause" means, with respect to a Optionee's termination of employment with the Employer, the following: (i) in the case where there is no employment agreement, consulting agreement, change in control agreement or similar agreement in effect between the Company or Subsidiary of the Company and the Optionee at the time of the grant of the Option Right, termination due to: (A) the Optionee's (1) being indicted for or charged with a felony under United States or applicable state law or (2) convi...ction of, or plea of guilty or nolo contendere to a misdemeanor where imprisonment is imposed (other than for a traffic-related offense); (B) perpetration by the Optionee of an illegal act, dishonesty, or fraud that could cause economic injury to, or otherwise damage the property, business, goodwill, or reputation of the Company or any Subsidiary (in each case as determined by the Committee) or any act of moral turpitude or other misconduct by the Optionee; (C) the Optionee's insubordination, refusal to perform his or her duties or responsibilities for any reason other than illness or incapacity or unsatisfactory performance of his or her duties for the Company or any Subsidiary; (D) willful and deliberate failure by the Optionee to perform the Optionee's duties after the Optionee has been given notice and an opportunity to effectuate a cure, or the willful and deliberate failure by the Optionee to follow the lawful instructions of the Board, in each case as determined by the Committee; (E) the Optionee's willful misconduct or gross negligence with regard to the Company or any Subsidiary; (F) the Optionee's unlawful 3 appropriation of a material corporate opportunity or breach of fiduciary duty; or (G) the Optionee's breach of agreement with the Company or any of its Subsidiaries, including any confidentiality or other restrictive covenant entered into between the Optionee and the Company or any of its Subsidiaries or breach of Company policy; or (ii) in the case where there is an employment agreement, consulting agreement, change in control agreement or similar agreement in effect between the Company or Subsidiary of the Company and the Optionee at the time of the grant of the Option Right that defines "cause" (or words of like import), "cause" as defined under such agreement. (b) "Disability" means with respect to an Optionee's Termination of Service, a permanent and total disability as defined in Section 22(e)(3) of the Code, without regard to the final sentence thereof. A Disability shall only be deemed to occur at the time of the determination by the Committee of the Disability. (c) "Termination of Service" means (i) with respect to an Optionee who is an officer or employee, (A) a termination of employment (for reasons other than a military or approved personal leave of absence) of an Optionee from the Company and its Subsidiaries and affiliates; or (B) when an entity that is employing an Optionee ceases to be a Subsidiary or affiliate of the Company, unless the Optionee otherwise is, or thereupon becomes, employed by the Company or another Subsidiary or affiliate of the Company at the time the entity ceases to be a Subsidiary or affiliate of the Company; in the event that an office or employee becomes a consultant or a non-employee Director upon the termination of his or her employment, unless otherwise determined by the Committee no Termination of Service shall be deemed to occur until such time as such officer or employee is no longer an officer, employee, a consultant or a non-employee Director, (ii) with respect to an Optionee who is a non-employee Director, the non-employee Director has ceased to be a Director of the Company; except that if a non-employee Director becomes an officer, employee or consultant upon the termination of his or her directorship, his or her ceasing to be a Director of the Company shall not be treated as a Termination of Service unless and until the Optionee has a termination of employment or consultancy, as the case may be, and (iii) with respect to an Optionee who is a consultant, (A) that the Optionee is no longer acting as a consultant to the Company or a Subsidiary or affiliate of the Company; or (B) when an entity that is retaining an Optionee as a consultant ceases to be a Subsidiary or affiliate of the Company unless the Optionee otherwise is, or thereupon becomes, a consultant to the Company or another Subsidiary or affiliate of the Company at the time the entity ceases to be a Subsidiary or affiliate of the Company; in the event that a Consultant becomes an officer, employee or non-employee Director upon the termination of his or her consultancy, unless otherwise determined by the Committee no Termination of Service shall be deemed to occur until such time as such consultant is no longer a consultant, an officer, employee or a non-employee Director. View More

Definitions. Wherever they are used herein, the following terms have the following respective meanings: "Prospectus" means the Prospectus constituting parts of the Registration Statement of the Trust under the 1933 Act as such Prospectus and Statement of Additional Information may be amended or supplemented and filed with the SEC from time to time. "Registration Statement" means the registration statement most recently filed from time to time by the Trust with the SEC and effective under the 1933 Act, as suc...h registration statement is amended by any amendments thereto at the time in effect. All other capitalized terms used but not defined in this Agreement shall have the meanings ascribed to such terms in the Registration Statement and the Prospectus. Foreside agrees to furnish to the Trust or the Sponsor any comments provided by FINRA with respect to such materials; (vii) ensure that all direct requests by Authorized Participants for Prospectuses are fulfilled; and (viii) maintain records related to the foregoing and produce such records upon reasonable request from the Client or the Sponsor. (b) The services furnished by Foreside hereunder are not to be deemed exclusive and 2 Foreside shall be free to furnish similar services to others so long as its services under this Agreement are not impaired thereby. Upon reasonable notice to Foreside and in accordance with the procedures described in the Prospectus, the Trust reserves the right to reject any order for Creation Units or to stop all receipts of such orders at any time. (b) The Client agrees that it will take all actions necessary to register, and maintain the registration of, the Shares under the 1933 Act. (c) Foreside acknowledges and agrees that the Trust reserves the right to suspend sales and Foreside's authority to review and approve orders for Creation Units on behalf of the Trust. Upon due notice to Foreside, the Trust shall suspend Foreside's authority to review and approve Creation Units if, in the judgment of the Trust, it is in the best interests of the Trust to do so. Suspension will continue for such period as may be determined by the Trust. (d) The Client shall arrange to provide the listing exchanges with copies of Prospectuses and product descriptions that are required to be provided by the Client to purchasers in the secondary market. (e) The Client will make it known that Prospectuses and product descriptions are available by making sure such disclosures are in all marketing and advertising materials prepared by the Client. View More

Definitions. (a) Exercise Price. The exercise price per Share shall be $1.25 (as adjusted from time to time after the Issuance Date in accordance with Section 6 herein, the "Exercise Price"). (b) Exercise Period. This Warrant shall be exercisable, in whole or in part, during the term commencing on the date hereof and ending on the expiration of this Warrant pursuant to Section 13 hereof.

Definitions. Each capitalized term used but not defined in this Amendment shall have the meaning assigned to such term in the Merger Agreement.