Definitions Contract Clauses (26,161)

Definitions. All capitalized terms in this Agreement and the Grant Notice shall have the meaning assigned to them in this Agreement, or if not defined herein, in the Plan. In the event of any conflict between the terms in this Agreement and the Plan, the terms of the Plan will control. The following definitions shall be in effect under this Agreement: (a) "Exercise Agreement" means the Stock Option Exercise Agreement in the form provided by the Company. (b) "Exercise Date" means the date on which the Option ...shall have been exercised in accordance with Section 7 of this Agreement. (c) "Expiration Date" means the date on which the Option expires as specified in the Grant Notice. (d) "Grant Date" means the date of grant of the Option as specified in the Grant Notice. (e) "Grant Notice" means the Notice of Stock Option Grant accompanying this Agreement pursuant to which Optionholder has been informed of the basic terms of the Option evidenced by this Agreement. (f) "Option" has the meaning given to that term in Section 2 of this Agreement. (g) "Option Period" has the meaning given to that term in Section 3 of this Agreement. (h) "Option Price" means the exercise price payable per Share as specified in the Grant Notice. View More

Definitions. Except as otherwise provided in an applicable Award Document, the following capitalized terms shall have the meanings indicated below for purposes of the Plan and any Award: "Administrator" means the individual or individuals to whom the Committee delegates authority under the Plan in accordance with Section ‎5(b). "Award" means any award of Restricted Stock, Stock Units, Options, SARs or Other Awards (or any combination thereof) made under and pursuant to the terms of the Plan. "Award Date" mea...ns the date specified in a Participant's Award Document as the grant date of the Award. "Award Document" means a written document (including in electronic form) that sets forth the terms and conditions of an Award. Award Documents shall be authorized in accordance with Section ‎12(e). "Board" means the Board of Directors of Morgan Stanley. "Code" means the Internal Revenue Code of 1986, as amended, and the applicable rulings, regulations and guidance thereunder. "Committee" means the Compensation, Management Development and Succession Committee of the Board, any successor committee thereto or any other committee of the Board appointed by the Board to administer the Plan or to have authority with respect to the Plan, or any subcommittee appointed by such Committee. "Company" means Morgan Stanley and all of its Subsidiaries. "Eligible Individuals" means the individuals described in Section ‎6 who are eligible for Awards. "Employee Trust" means any trust established or maintained by the Company in connection with an employee benefit plan (including the Plan) under which current and former employees of the Company constitute the principal beneficiaries. "Exchange Act" means the Securities Exchange Act of 1934, as amended, and the applicable rulings and regulations thereunder. "Fair Market Value" means, with respect to a Share, the fair market value thereof as of the relevant date of determination, as determined in accordance with a valuation methodology approved by the Committee. "Incentive Stock Option" means an Option that is intended to qualify for special federal income tax treatment pursuant to Sections 421 and 422 of the Code, as now constituted or subsequently amended, or pursuant to a successor provision of the Code, and which is so designated in the applicable Award Document. "Morgan Stanley" means Morgan Stanley, a Delaware corporation. "Option" or "Stock Option" means a right, granted to a Participant pursuant to Section ‎9, to purchase one Share. "Other Award" means any other form of award authorized under Section ‎11, including any such Other Award the receipt of which was elected pursuant to Section ‎12(a). "Participant" means an individual to whom an Award has been made. "Plan" means the Morgan Stanley Equity Incentive Compensation Plan, as amended from time to time in accordance with Section ‎15(f). "Restricted Stock" means Shares granted or sold to a Participant pursuant to Section ‎7. "SAR" means a right, granted to a Participant pursuant to Section ‎10, to receive upon exercise of such right, in cash or Shares (or a combination thereof) as authorized by the Committee, an amount equal to the increase in the Fair Market Value of one Share over a specified exercise price. "Section 409A" means Section 409A of the Code. "Shares" means shares of Stock. "Stock" means the common stock, par value $0.01 per share, of Morgan Stanley. "Stock Unit" means a right, granted to a Participant pursuant to Section ‎8, to receive one Share or an amount in cash equal to the Fair Market Value of one Share, as authorized by the Committee. "Subsidiary" means (i) a corporation or other entity with respect to which Morgan Stanley, directly or indirectly, has the power, whether through the ownership of voting securities, by contract or otherwise, to elect at least a majority of the members of such corporation's board of directors or analogous governing body, or (ii) any other corporation or other entity in which Morgan Stanley, directly or indirectly, has an equity or similar interest and which the Committee designates as a Subsidiary for purposes of the Plan. "Substitute Awards" means Awards granted upon assumption of, or in substitution for, outstanding awards previously granted by, or held by employees of, a company or other entity or business acquired (directly or indirectly) by Morgan Stanley or with which Morgan Stanley combines. View More

Definitions. (a) "Common Stock Price" shall mean, at any applicable time of determination, the per share price of Common Stock of the Company, which for this purpose shall be equal to: (i) in the case of a Change of Control, the purchase price of a share of Common Stock in connection with (or implied by) such Change of Control, and (ii) at all other applicable times of determination, the volume weighted average price of a share of Common Stock on the primary exchange on which it is listed during the 30 conse...cutive trading days immediately preceding such applicable time of determination. The Common Stock Price shall be reduced by the Committee in good faith to take into account any extraordinary dividends and adjusted by the Committee in good faith to take into account any stock splits or similar corporate events, in each case, in accordance with Section 12 of the Plan. (b) "Cause" shall have the meaning set forth in the Employment Agreement. (c) "Disability" shall have the meaning set forth in the Employment Agreement. (d) "Employment Agreement" means that certain Second Amended and Restated Term Employment Agreement, by and among the Participant, the Company and Endeavor Operating Company, LLC, effective as of the March 13, 2019. For the avoidance of doubt, the references to the Employment Agreement herein shall continue to apply regardless of whether or not the employment term under the Employment Agreement has expired. (e) "Good Reason" shall have the meaning set forth in the Employment Agreement. 4 (f) "Initial Stock Price" shall mean $24.00. (g) "Performance Share Eligibility Period" means the period beginning on the Date of Grant and ending on the earlier of (x) the ten-year anniversary of the Date of Grant and (y) the date the Participant no longer is employed by the Company or any of its Affiliates for any reason. (h) "Stock Price Threshold" means each of $28.50 and each amount that is $4.50 more than the prior amount (i.e., $33.00, then $37.50, then $42.00, continuing indefinitely). View More

Definitions. "Cause" means (i) conviction of a felony or a crime of moral turpitude; (ii) misconduct that results in harm to the Company; (iii) material failure to perform assigned duties; or (iv) willful disregard of lawful instructions from the chief executive officer of the Company or the Board of Directors relating to the business of the Company or any of its affiliates. "Code" means the Internal Revenue Code of 1986, as amended, and the regulations issued with respect thereof. "Committee" means the Comp...ensation Committee of the Company's Board of Directors. "Company" means GSI Technology, Inc., a Delaware corporation. "Disability" means that a Participant (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Participant's employer. "Eligible Employee" means each employee who is eligible for the Plan as designated by the Committee as set forth in approved minutes. "Normal Retirement Age" means age sixty (60). "Participant" means each Eligible Employee who is designated from time to time by the Committee in writing. "Plan" means the GSI Technology, Inc. 2022 Variable Compensation Plan, as set forth in this document and as hereafter amended. "Retirement" means the termination of employment after Normal Retirement Age. 1 3. Variable Compensation Award. (a) Variable Compensation Award and Calculation of Payable Amount. Each Participant will receive an award, entitling the Participant to earn variable compensation, the payment of which will be based upon (i) the achievement of performance criteria based on net revenues including a target for Associative Processing Unit (APU) net revenues and a Rad tolerant net revenue target determined in accordance with US GAAP, with the incentive compensation bonus pool increased or decreased based on achieving or missing APU and Rad tolerant net revenue targets and (ii) continued employment by the Participant through the vesting dates set forth in Section 4 hereof (the "Variable Compensation Award"). The Committee shall designate in writing the amount payable under the Variable Compensation Award and, if applicable, the percentage of the amount payable under the Variable Compensation Award that is allocable to each of the criteria. Notwithstanding the foregoing, the maximum amount payable under a Variable Compensation Award granted to any Participant shall not exceed two times the Participant's target Variable Compensation Award for 2022, unless the Committee, in its sole discretion, decides to permit a greater amount with respect to such Participant based on the performance and condition of the Company's business. Also, at any time prior to April 1, 2022, the Committee or the CEO, in his, her, or its sole discretion, may reduce the amount payable under any Participant's Variable Compensation Award. The amount of the Variable Compensation Award that may become payable to the extent it becomes vested in accordance with the schedule set forth in Section 4 hereof shall be calculated as soon as reasonably practicable following April 1, 2022 based on the extent to which the performance criteria set forth in this Section 3(a) have been achieved (the "Award Payment Amount"). View More

Definitions. "Business Day" shall mean any day other than a Saturday, a Sunday or a day on which state or federally chartered banking institutions in New York, New York are not required to be open. "Change of Control" shall have the meaning set forth in Section 6(a) hereof. "Charter" shall mean the charter of Gladstone Commercial Corporation. "Delisting Event" shall mean, after the original issuance of the Series G Preferred Stock, the following have occurred and are continuing: both (a) the shares of Series... G Preferred Stock are no longer listed on the NYSE, the NYSE American or Nasdaq, or listed or quoted on an exchange or quotation system that is a successor to the NYSE, the NYSE American or Nasdaq, and (b) Gladstone Commercial Corporation is not subject to the reporting requirements of the Exchange Act, but any Series G Preferred Stock is still outstanding. "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended. "Holder Optional Redemption Date" shall have the meaning set forth in Section 7(a) hereof. "Holder Optional Redemption Price" shall have the meaning set forth in Section 7(a) hereof. "Nasdaq" shall mean the Nasdaq Stock Market. "NYSE" shall mean the New York Stock Exchange. "NYSE American" shall mean the NYSE American. "Optional Redemption Right" shall have the meaning set forth in Section 5(b) hereof. "Original Issue Date" shall mean the date of original issue of the Series G Preferred Units. "Parity Preferred Unit" shall mean all other classes and series of preferred units of the Partnership ranking on parity with the Series G Preferred Units as to the payment of dividends and the distribution of assets upon liquidation, dissolution or winding up of the affairs of the Partnership. "Series D Preferred Unit" shall mean the 7.00% Series D Cumulative Redeemable Preferred Units of the Partnership. "Series E Preferred Unit" shall mean the 6.625% Series E Cumulative Redeemable Preferred Units of the Partnership. "Series F Preferred Unit" shall mean the 6.00% Series F Cumulative Redeemable Preferred Units of the Partnership. "Series G Dividend Payment Date" shall have the meaning set forth in Section 3(a) hereof. "Series G Dividend Period" shall mean the respective period commencing on and including the first day of each month and ending on and including the last day of each month (other than the initial Series G Dividend Period and the Series G Dividend Period during which any of the Series G Preferred Units are redeemed or otherwise acquired by the Partnership). "Series G Dividend Record Date" shall have the meaning set forth in Section 3(a) hereof. "Series G Preferred Stock" shall mean the 6.00% Series G Cumulative Redeemable Preferred Stock of Gladstone Commercial Corporation. "Series G Preferred Unit" shall have the meaning set forth in Section 1 hereof. "Special Optional Redemption Right" shall have the meaning set forth in Section 6(a) hereof. View More

Definitions. Unless otherwise defined in the Plan, capitalized terms used in the Plan shall have the meanings assigned to them in the Incentive Plan. (a) "Deferral Account" means a notional bookkeeping account maintained for each Participant reflecting deferrals made under the Plan. (b) "Deferred Stock Unit" means an unsecured promise to deliver one share of Common Stock on the applicable settlement date of such unit. (c) "Dividend Equivalent Rights" means any dividend equivalent rights granted in connection... with any Restricted Stock Unit pursuant to Section 12(c)(iii) of the Incentive Plan. (d) "Election Form" means the form of election established for the purpose of making deferrals under the Plan that is executed by such Participant and filed with the Company. (e) "Eligible Director" means each member of the Board who is not an employee of the Company or any other member of the Company Group. (f) "Incentive Plan" means the Snap One Holdings Corp. 2021 Equity Incentive Plan, as may be amended from time to time. (g) "Participant" means each Eligible Director who makes a deferral under the Plan. View More

Definitions. Capitalized terms used herein but not defined in this Agreement shall have the meanings ascribed to them in the Merger Agreement. In addition to the terms defined elsewhere in this Agreement, the following terms shall have the meanings indicated when used in this Agreement with initial capital letters: "Affiliate" has the meaning ascribed to such term in Rule 12b-2 of the General Rules and Regulations under the Exchange Act. "Beneficially Own" has the meaning set forth in Rule 13d-3 promulgated ...under the Exchange Act. "Beneficially Owns," "Beneficially Owned," and "Beneficial Ownership" shall have correlative meanings. "Necessary Action" means, with respect to any Party and a specified result, all actions (to the extent such actions are not prohibited by applicable law and within such Party's control, and in the case of any action that requires a vote or other action on the part of the Board, to the extent such action is consistent with fiduciary duties that the Company's directors may have in such capacity) necessary or desirable to cause such result, including (i) calling special meetings of stockholders, (ii) voting or providing a written consent or proxy, if applicable in each case, with respect to all Voting Shares, (iii) causing the adoption of stockholders' resolutions and amendments to the Organizational Documents, (iv) executing agreements and instruments, (v) making, or causing to be made, with Governmental Authorities, all filings, registrations or similar actions that are required to achieve such result and (vi) nominating certain Persons for election to the Board in connection with the annual or special meeting of stockholders of the Company. "Organizational Documents" means (i) the certificate of incorporation of the Company, as in effect on the Closing Date, as the same may be amended or restated from time to time, and (ii) the bylaws of the Company, as in effect on the Closing Date, as the same may be amended from time to time. "Sponsor Agreement" means that certain Sponsor Agreement, dated as of March 12, 2021, by and among the Sponsor, the Company and Holley Intermediate, as amended or modified from time to time. "Voting Shares" means all securities of the Company that may be voted in the election of the Company's directors that are Beneficially Owned by such Party, including any and all securities of the Company acquired and held in such capacity subsequent to the date hereof. View More

Definitions. a. The term "Confidential Information" as used herein shall mean an item of information, or a compilation of information, in any form (tangible or intangible) related to the Company's, or its parents', subsidiaries', or affiliates', business or the business or personal affairs of the Company's, or its parents', subsidiaries', or affiliates', customers, that the Company has not made public or of which it has not authorized public disclosure and that is not already generally known to the public or... to other persons (individual(s) or entity(ies)) who might obtain value or competitive advantage from its disclosure or use. Confidential Information will not lose its protected status under this Agreement if it becomes known to others through improper means such as the unauthorized use or disclosure of the information by Employee or another person. Confidential Information includes, but is not limited to, information regarding (1) business and management strategy and organizational design; (2) actual or anticipated business; (3) products, sales and marketing plans; (4) technical data; (5) trade secrets; (6) past, present and prospective customer identities, lists, preferences, credit information and energy usage patterns; (7) pricing and marketing policies and practices; (8) financial and forecast information; (9) passwords, log-in information and other details relating to system access, databases and computer programs; (10) contractual and other dealings with customers, vendors and suppliers; (11) acquisition and strategic plans; (12) compliance and related initiatives; (13) risk profiles and tolerance; (14) all operating policies and practices; and (15) any information Employee has reason to know that the Company treats, or its parents, subsidiaries, and affiliates treat, as confidential for any purpose. b. The term "Territory" refers to the 50 States of the United States and any other United States territories and foreign countries in which the Company conducts business. View More

Definitions. (ii)"Period of Restriction" means the period during which the transfer of Shares of Restricted Stock are subject to restrictions and therefore, the Shares are subject to a substantial risk of forfeiture. Such restrictions may be based on the passage of time, continued service, the achievement of target levels of performance, or the occurrence of other events as determined by the Administrator. (jj)"Plan" means this Amended and Restated 2016 Equity Incentive Plan. (kk)"Restricted Stock" means Sha...res issued pursuant to a Restricted Stock award under Section 8 of the Plan, or issued pursuant to the early exercise of an Option. (ll)"Restricted Stock Unit" means a bookkeeping entry representing an amount equal to the Fair Market Value of one Share, granted pursuant to Section 9. Each Restricted Stock Unit represents an unfunded and unsecured obligation of the Company. (mm)"Rule 16b-3" means Rule 16b-3 of the Exchange Act or any successor to Rule 16b-3, as in effect when discretion is being exercised with respect to the Plan. (nn)"Section 16(b)" means Section 16(b) of the Exchange Act. (oo)"Securities Act" means the Securities Act of 1933, as amended. (pp)"Section 409A" means Section 409A of the Code and the final regulations and any guidance promulgated thereunder, as may be amended from time to time. (qq)"Service Provider" means an Employee, Director or Consultant. (rr)"Share" means a share of the Common Stock, as adjusted in accordance with Section 15 of the Plan. (ss)"Stock Appreciation Right" means an Award, granted alone or in connection with an Option, that pursuant to Section 9 is designated as a Stock Appreciation Right. (tt)"Subsidiary" means a "subsidiary corporation," whether now or hereafter existing, as defined in Section 424(f) of the Code. View More

Definitions. As used herein, the following terms shall have the following respective meanings: (a) "Exercise Period" shall mean the period commencing August 19, 2021 and ending August 19, 2026, unless sooner terminated as provided below. (b) "Exercise Price" shall mean $3.45 per share, subject to adjustment pursuant to Section 5 below. (c) "Exercise Shares" shall mean the shares of the Company's Common Stock issued upon exercise of this Warrant, subject to adjustment pursuant to the terms herein, including b...ut not limited to adjustment pursuant to Section 5 below. View More