Definitions Contract Clauses (26,161)

Definitions. When used in this Settlement Agreement: "Claims" means any and all claims, demands, charges, complaints, rights, actions and causes of action of any kind or nature whatsoever, whether fixed or contingent, liquidated or unliquidated, accrued or not accrued and whether arising in tort, contract, statute or equity, before any federal, state, local, or private court, agency, arbitrator, mediator, or other entity, regardless of the relief or remedy arising out of or related to the Dispute occurring s...ince the beginning of time through the Effective Date as defined below. "Effective Date" means the date by which this Settlement Agreement is fully executed, the expiration of any Revocation Period and the date on which Edward has received the Settlement Sum and (as such term is defined herein) in immediately available funds, which date shall be no later than the Settlement Deadline (as such term is defined herein). For the avoidance of doubt, in the event the Settlement Sum is not paid by the Settlement Deadline, this Agreement is null and void. View More

Definitions. The following terms have the meaning set forth below wherever they are used in this Letter Agreement: "Cause" means (a) your unauthorized use or disclosure of the Company's confidential information or trade secrets, which such use or disclosure causes or may cause material harm to the Company, (b) your material breach of any agreement between you and the Company, (c) your material failure to comply with the Company's written policies or rules, (d) your conviction of, or your "guilty" or "no cont...est" to a felony under the laws of the United States or any State, (e) your gross negligence or willful misconduct, (f) your continuing failure to perform assigned duties after receiving written notification of the failure from the Board or (g) your failure to cooperate in good faith with the governmental or internal investigation of the Company or its directors, officers or employees, if the Company has requested your cooperation. "Change in Control" means (a) the consummation of a merger or consolidation of the Company with or into another entity or (b) the dissolution, liquidation or winding up of the Company. The foregoing notwithstanding, a merger or consolidation of the Company does not constitute a "Change in Control" if immediately after the merger or consolidation fifty percent (50%) or more of the voting power of the capital stock of the continuing or surviving entity, or any direct or indirect parent corporation of the continuing or surviving entity, will be owned by the persons who were the Company's stockholders immediately prior to the merger or consolidation. Aceragen, Inc. 15 TW Alexander Drive, Suite 418, Research Triangle Park, NC 27709 We hope that you will accept our offer to join the Company and be part of a wonderful team of professionals dedicated to ameliorating the pain and suffering of Farber's disease (and beyond). You may indicate your agreement with these terms and accept this offer by signing and dating the enclosed duplicate original of this Letter Agreement and returning it to me. This offer, if not earlier accepted, will expire at the close of business on March 15, 2021. If you have any questions, please do not hesitate to contact me. Very truly yours, ACERAGEN, INC. /s/ Daniel Salain By: Daniel Salain Title: Executive Director I have read and understood this Letter Agreement and hereby acknowledge, accept and agree to the terms as set forth above and further acknowledge that no other commitments were made to me as part of my employment offer except as specifically set forth herein. /s/ John Taylor By: John Taylor Dated: February 25, 2021 Aceragen, Inc. 15 TW Alexander Drive, Suite 418, Research Triangle Park, NC 27709 EX-10.2 6 tm2226802d3_ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 February 25, 2021 John Taylor 1216 Riggins Mill Road Cary, NC 27519 Dear John: Aceragen, Inc. (the "Company") is pleased to offer you this letter agreement (the "Letter Agreement") for employment on the following terms: 1. Position. In addition to your continued participation on the Company's Board of Directors (the "Board"), your operating role will be as Chief Executive Officer & President and you will report to the Board. This is a full-time position and will require such travel as is necessary to fulfill your duties under this Letter Agreement. View More

Definitions. All capitalized terms used in this First Amendment shall have the same meaning given to them in the Agreement unless a contrary definition is specifically set forth in this First Amendment.

Definitions. 1.2"Annual Bonus" means the annual bonus payable to Executive under the Company's Management Incentive Compensation Plan (MICP) or such other or successor annual bonus program in which Executive participates from time to time.1.3 "Cause" means, subject to the conditions below, (i) Executive's conviction of (or plea of no contest or guilty to) a felony, (ii) Executive's willful failure to perform, in any material respect, Executive's material duties and responsibilities to the Company (other than... any failure resulting from Executive's physical or mental injury, illness or incapacity), (iii) Executive's willful failure to comply, in any material respect, with any lawful policy adopted by the Company and communicated to Executive in writing, or (iv) Executive's willful misconduct in performing Executive's duties to the Company under this Policy. 1.5"Code" means the Internal Revenue Code of 1986, as amended.1.6"Compensation Committee" means the Compensation Committee of the Board of Directors of the Company.1.7"Date of Termination" means the effective date of the relevant Executive's termination of employment with the Company. 1.10"Executive" means the following executive employees of the Company and its subsidiaries who are eligible to participate in the Policy: (i) the Chief Executive Officer and (ii) all other Executive Committee Members.1.11"Participation Agreement" means an agreement between an Executive and the Company providing for the terms and conditions of an Executive's participation in the Policy. 1.13 "Severance Period" means the period of time to which the severance benefits under this Policy shall relate following the Date of Termination for a relevant Executive, as follows: (i) for the Chief Executive Officer, twenty-four (24) months, and (ii) for other Executive Committee Members, eighteen (18) months.1.Term of Policy. 1.21No Additional Rights. View More

Definitions. "Applicable Rate" means the rate equal to twelve percent (12%) per annum. "Business Day" means a day other than a Saturday, Sunday, or other day on which commercial banks in New York City are authorized or required by law to close. "Change of Control" shall have the meaning ascribed thereto in the Credit Agreement."Credit Agreement" means the Amended and Restated Credit Agreement, among Maker and Unique-Intasco Canada, Inc., Citizens Bank, National Association, as Administrative Agent and the Le...nders party thereto (the "Lenders"), dated as of November 8, 2018, as amended, including by the Forbearance Agreement, made as of April 9, 2021, as amended."Default" means any of the events specified in Section 7 which constitute an Event of Default or which, upon the giving of notice, the lapse of time, or both, pursuant to Section 7 would, unless cured or waived, become an Event of Default. "Default Rate" means fourteen percent (14%) per annum. "Entrotech Interests" means shares of common stock of Entrotech, Inc., representing not less than five percent of the issued and outstanding shares of common stock thereof."ERC Note" means the note of the Maker in the initial principal amount of $1,500,000 in the aggregate of even date herewith. "ERC Receivables" means the Maker's right to receive a refundable tax credit against certain employment taxes pursuant to the Coronavirus Aid, Relief and Economic Security Act and any payments or proceeds thereof. "Event of Default" has the meaning set forth in Section 7. "Governmental Authority" means the government of any nation or any political subdivision thereof, whether at the national, state, territorial, provincial, municipal or any other level, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of, or pertaining to, government. "Intercreditor Agreement" means the Intercreditor dated of even date herewith by and between Noteholder, Citizens Bank, National Association, Maker and Unique-Intasco Canada, Inc. "Interest Payment Date" means the fifth (5th) Business Day of every month commencing on the first such date to occur after the execution of this Note. "Law" as to any Person, means the certificate of incorporation and by-laws or other organizational or governing documents of such Person, and any law (including common law), statute, ordinance, treaty, rule, regulation, order, decree, judgment, writ, injunction, settlement agreement, requirement or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject. "Lien" means any mortgage, pledge, hypothecation, encumbrance, lien (statutory or other), charge, or other security interest. "Loan" has the meaning set forth in the introductory paragraph. "Maker" has the meaning set forth in the introductory paragraph. "Maturity Date" means the earlier of (a) April 1, 2024, (b) immediately upon receipt by the Maker or any of its Affiliates of the net proceeds from the sale thereby of the Entrotech Interests if such amount is equal to the then outstanding Loan (c) a Change of Control other than as a result of the exercise by Lenders of their rights with respect to shares of the Maker or any of its subsidiaries pursuant to the Pledge Agreement dated as of April 29, 2016, between the Maker, Unique Fabricating, Inc., Unique Chardan, Inc., Unique Molded Foam, Technologies, Unique Prescotech, Inc., Unique Fabricating Realty, LLC, Unique Fabricating South, Inc. and Unique-Intasco, Canada, Inc. and Citizens Bank, National Association as agent for the Lenders, as reaffirmed November 8, 2018, and (d) any other date on which all amounts under this Note shall become due and payable pursuant hereto. "Note" has the meaning set forth in the introductory paragraph. "Noteholder" has the meaning set forth in the introductory paragraph. "Parties" has the meaning set forth in the introductory paragraph. "Person" means any individual, corporation, limited liability company, trust, joint venture, association, company, limited or general partnership, unincorporated organization, Governmental Authority, or other entity. "Security Agreement" means the Security Agreement, dated as of the date hereof, by and between the Maker and Noteholder, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms. View More

Definitions. Capitalized terms and phrases used in this Agreement shall have the meaning set forth below. Capitalized terms used herein and not defined in this Agreement, shall have the meaning set forth in the Plan. Notwithstanding the foregoing, the definitions of "Cause", "Disability" and "Good Reason" shall have the meanings set forth in the Employment Arrangement. (a) "Committee" means the Compensation Committee of the Board of Directors of the Company. (b) "Determination Date" means the date as soon as... reasonably practicable following the third anniversary of the Grant Date, but in no event later than December 31, 2025, as determined by the Committee, on which the Committee determines whether the Performance Goal has been achieved; provided, however, that, in the event of a Change of Control in which the PRSUs are converted to Acquirer RSUs in accordance with Section 3(b)(i)(B) hereof, the Determination Date shall mean November 11, 2025. (c) "Employment Arrangement" means any employment agreement or individual severance agreement by and between the Company and the Participant, or severance policy or plan maintained by the Company in which the Participant has been designated by the Committee as a participant as of the Grant Date, in each case, as in effect on the Grant Date. (d) "Measurement Period" means the three (3) year period from the Grant Date through November 10, 2025. (e) "Performance Goal" means the goal set forth on Schedule A, the achievement of which determines the number of Shares, if any, that shall be issued pursuant to this Agreement. (f) "Section 409A" means Section 409A of the U.S. Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder. (g) "Termination Date" means the date on which the Participant is no longer an employee of the Company or any Subsidiary. View More

Definitions. As used herein, the following terms shall have the respective meanings indicated: (a) "Board" shall mean the Board of Directors of the Company. (b) "Cause" shall have the meaning set forth in the 2020 Stock Option and Performance Incentive Plan, as may be amended from time to time, and any successor thereto (the "SOPIP"); provided, however, that if the Participant is covered by the Recoupment Policy (as defined below), the term "Cause" shall have the meaning set forth in the Recoupment Policy. (...c) "Change in Control" shall have the meaning set forth in the SOPIP. (d) "Code" shall mean the Internal Revenue Code of 1986, as amended from time to time, and any successor federal internal revenue law, along with related rules, regulations, and interpretations. (e) "Common Stock" shall mean the common stock, $0.50 par value per share, of the Company. (f) "Committee" shall mean the Human Capital & Compensation Committee of the Board or such other committee or subcommittee appointed by the Board to administer the Plan that in the case of any actions taken with respect to any Incentive Compensation payable to any Section 162(m) Executive is comprised of not less than two directors of the Company, each of whom shall qualify in all respects as an "outside director" within the meaning of Section 162(m) of the Code. (g) "Company" shall mean, collectively, Bath & Body Works, Inc. and its subsidiaries. (h) "Good Reason" shall have the meaning set forth in the SOPIP. (i) "Incentive Compensation" shall mean, for each Participant, compensation to be paid in the amount determined by the Committee pursuant to Section 6 below. (j) "Participant" means, with respect to any fiscal year, an associate who is eligible to participate in the Plan for such fiscal year in accordance with Section 3. (k) "Performance Goal" shall mean the performance goals established by the Committee pursuant to Section 4 hereof. (l) "Performance Period" shall mean each Spring or Fall selling season or the fiscal year of the Company, or any other period of time (not less than one (1) calendar quarter or more than five (5) years) as will be established by the Committee pursuant to Section 4 of this Plan within which the Performance Goals relating to any award of Incentive Compensation are to be achieved. Any Performance Period may be subject to earlier lapse or other modification pursuant to Section 11 of this Plan in the event of termination of employment without Cause, resignation for Good Reason, Retirement, death or Total Disability of the Participant or a Change in Control. (m) "Recoupment Policy" shall mean the Bath & Body Works, Inc. Compensation Recoupment Policy, as may be amended from time to time. (n) "Retirement" shall have the meaning set forth in the SOPIP. (o) "Section 162(m) Executive" shall mean any individual who the Committee determines, in its discretion, is or may be a "covered employee" of the Company within the meaning of Section 162(m) of the Code. (p) "Total Disability" shall have the meaning set forth in the SOPIP. View More

Definitions. Capitalized terms used, but not otherwise defined, in this Grant will have the meanings given to such terms in the Plan. As used in this Grant: (a) "Unvested Deferred Stock Unit" shall mean the Deferred Stock Units that are not Vested Deferred Stock Units. (b) "Vested Deferred Stock Unit" shall mean the Deferred Stock Units that have "vested" in accordance with Section 3(a) of this Grant.

Definitions. Capitalized terms used in this Amendment, to the extent not otherwise defined herein, shall have the same meanings as in the Agreement, as amended hereby.

Definitions. Capitalized terms not otherwise defined herein shall have the meaning assigned to them in the Plan. The following additional definitions will apply to Awards granted pursuant to this Sub-Plan: "3(i) Award" means an Award that is subject to taxation pursuant to Section 3(i) of the ITO which has been granted under this Sub-Plan to any person who is NOT an Eligible 102 Participant. "102 Capital Gains Track" means the tax track set forth in Section 102(b)(2) or Section 102(b)(3) of the ITO, as the c...ase may be. "102 Capital Gains Track Grant" means a 102 Trustee Grant qualifying for the special tax treatment under the 102 Capital Gains Track. "102 Earned Income Track" means the tax track set forth in Section 102(b)(1) of the ITO. "102 Earned Income Track Grant" means a 102 Trustee Grant qualifying for the ordinary income tax treatment under the 102 Earned Income Track. "102 Trustee Grant" means an Award granted under this Sub-Plan pursuant to Section 102(b) of the ITO and held in trust by a Trustee for the benefit of the Eligible 102 Participant, and includes 102 Capital Gains Track Grants or 102 Earned Income Track Grants. "Affiliate" means a present or future company that either (i) Controls the Company, (ii) is Controlled by the Company; or (iii) is Controlled by the same person or entity that Controls the Company. "Control" or "Controlled" shall have the meaning ascribed thereto in Section 102. 2 "Controlling Shareholder" as defined under Section 32(9) of the ITO, means an individual who prior to the grant or as a result of the exercise of any Award, holds or would hold, directly or indirectly, in his name or with a relative (as defined in the ITO) (i) 10% or more of the outstanding shareholding of the Company, (ii) 10% or more of the voting power of the Company, (iii) the right to hold or purchase 10% or more of the outstanding equity or voting power, (iv) the right to obtain 10% or more of the "profit" of the Company (as defined in the ITO), or (v) the right to appoint a director. "Election" means the Board's election of the type (i.e., between 102 Capital Gains Track or 102 Earned Income Track) of 102 Trustee Grants that it will make under the Sub-Plan, as filed with the ITA. "Eligible 102 Participant" means an individual that (i) (A) is employed by the Company's Israeli Affiliate or (B) is a member of the board of the Company's Israeli Affiliate, and (ii) who is not a Controlling Shareholder. "ITA" means the Israeli Tax Authority. "ITO" means the Israeli Income Tax Ordinance (New Version) 1961 and the rules, regulations, orders or procedures promulgated thereunder and any amendments thereto, including specifically the ITO Rules, each as may be amended from time to time. "ITO Rules" means the Income Tax Rules (Tax Benefits in Share Issuance to Employees) 5763-2003. "Non-Trustee Grant" means an Award granted under this Sub-Plan to an Eligible 102 Participant pursuant to Section 102(c) of the ITO and not held in trust by a Trustee. "Required Holding Period" means the requisite period prescribed by Section 102 and the ITO Rules, or such other period as may be required by the ITA, with respect to 102 Trustee Grants, during which the 102 Trustee Grants and the Shares issued upon the exercise of the 102 Trustee Grants must be held by the Trustee for the benefit of the person to whom it was granted. "Section 102" means the provisions of Section 102 of the ITO, as amended from time to time. "Trustee" means a person or entity designated by the Board to serve as a trustee and/or supervising trustee and approved by the ITA in accordance with the provisions of Section 102(a) of the ITO. "Trust Agreement" means the agreement(s) between the Company and the Trustee regarding Awards granted under this Sub-Plan, as in effect from time to time. View More