Definitions Contract Clauses (78,927)

Definitions. Certain capitalized Capitalized terms used herein shall have the meanings set forth in this Section 1. "Borrower" has "Applicable Rate" means the meaning set forth in the introductory paragraph. rate equal to 3.0% per annum. "Business Day" means a day other than a Saturday, Sunday or other day on which commercial banks in the State of Nevada New York City are authorized or required by Law law to close. "Collateral" has the meaning set forth in the Pledge Agreement. "Default" means any of the... events specified in Section 8 6 which constitutes an Event of Default or which, upon the giving of notice, the lapse of time, or both pursuant to Section 8 7 would, unless cured or waived, become an Event of Default. "Default Rate" means, at any time, the Applicable Rate plus 5.0%. "Event of Default" has the meaning set forth in Section 8. 6. "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. "Indebtedness" of government (including any supranational bodies such as the Borrower, means all (a) indebtedness for borrowed money; (b) obligations for European Union or the deferred purchase price of property or services, except trade payables arising in the ordinary course of business; (c) obligations evidenced by notes, bonds, debentures or other similar instruments; and (d) obligations as lessee under capital leases. European Central Bank). "Law" as to any Person, means any law (including common law), statute, ordinance, treaty, rule, regulation, policy or requirement of any Governmental Authority and authoritative interpretations thereon, whether now or hereafter in effect, in each case, applicable to or binding on such Person or any of its assets or properties or to which such Person or any of its assets or properties 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. "Loan Date" "Maker" has the meaning set forth in the introductory paragraph. "Material Adverse Effect" means a material adverse effect on (a) the business, assets, properties, prospects, liabilities (actual or contingent), operations or condition (financial or otherwise) of the Borrower; (b) the validity or enforceability of the Note or Pledge Agreement; (c) the perfection or priority of any Lien purported to be created under the Pledge Agreement; (d) the rights or remedies of the Noteholder hereunder or under the Pledge Agreement; or (e) the Borrower's ability to perform any of its material obligations hereunder or under the Pledge Agreement. "Maturity Date" means December 1, 2016, as may be extended the earlier of (a) 12 months after the date of this Note, or (b) the date on which all amounts under this Note shall become due and payable pursuant to Section 11 of this Note. 6. 1 "Note" has the meaning set forth in the introductory paragraph. "Noteholder" has the meaning set forth in the introductory paragraph. "Order" as to any Person, means any 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 on such Person or any of its assets or properties or to which such Person or any of its assets or properties is subject. "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. "Pledge Agreement" means the Pledge Agreement, dated as of the date hereof, by and between the Borrower 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. Certain capitalized Capitalized terms used herein and not defined elsewhere in this Note shall have the meanings set forth in this Section 1. "Borrower" has "Default Rate" means the meaning set forth in the introductory paragraph. "Business Day" means a day other than a Saturday, Sunday or other day on which commercial banks in the State of Nevada are authorized or required by Law to close. "Collateral" has the meaning set forth in the Pledge Agreement. "Default" means any of the events... specified in Section 8 which constitutes an Event of Default or which, upon the giving of notice, the lapse of time, or both pursuant to Section 8 would, unless cured or waived, become an Event of Default. Interest Rate plus five percent (5%) per annum. "Event of Default" has the meaning set forth in Section 8. 5. "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. "Indebtedness" of government (including any supranational bodies such as the Borrower, European Union or the European Central Bank). "Interest Rate" means all (a) indebtedness for borrowed money; (b) obligations for the deferred purchase price of property or services, except trade payables arising in rate equal to six percent (6%) per annum, unless the ordinary course of business; (c) obligations evidenced by notes, bonds, debentures or other similar instruments; and (d) obligations as lessee under capital leases. Default Rate is applicable. "Law" as to any Person, Person means any law (including common law), statute, ordinance, treaty, rule, regulation, policy or requirement of any Governmental Authority and authoritative interpretations thereon, whether now or hereafter in effect, in each case, applicable to or binding on such Person or any of its assets or properties or to which such Person or any of its assets or properties 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. "Loan Date" "Maker" has the meaning set forth in the introductory paragraph. "Material Adverse Effect" means a material adverse effect on (a) the business, assets, properties, prospects, liabilities (actual or contingent), operations or condition (financial or otherwise) of the Borrower; (b) the validity or enforceability of the Note or Pledge Agreement; (c) the perfection or priority of any Lien purported to be created under the Pledge Agreement; (d) the rights or remedies of the Noteholder hereunder or under the Pledge Agreement; or (e) the Borrower's ability to perform any of its material obligations hereunder or under the Pledge Agreement. "Maturity Date" means December 1, 2016, as may be extended the earlier of (a) the date of the closing of the Mini Offering; (b) the date that is 180 days from the date of this Note; and (c) the date on which all amounts under this Note shall become due and payable pursuant to Section 11 6. "Mini Offering" means a private offering of this Note. capital stock of the Maker ("Minn Shares"), to "friends and family" for raising funds in an amount of approximately $2,000,000 for the purposes of payment of indebtedness of Minn Shares. "Note" has the meaning set forth in the introductory paragraph. "Noteholder" has the meaning set forth in the introductory paragraph. "Order" as to any Person, means any 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 on such Person or any of its assets or properties or to which such Person or any of its assets or properties is subject. "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. "Pledge Agreement" means the Pledge Agreement, dated as of the date hereof, by and between the Borrower 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. Certain capitalized Capitalized terms used herein shall have the meanings set forth in this Section 1. "Borrower" has "Applicable Rate" means the meaning set forth in the introductory paragraph. interest rate equal to three percent (3%) per annum. "Business Day" means a day other than a Saturday, Sunday or other day on which commercial banks in the State of Nevada New York City are authorized or required by Law law to close. "Collateral" has the meaning set forth in the Pledge Agreement.... "Default" means any of the events specified in Section 8 6 which constitutes an Event of Default or which, upon the giving of notice, the lapse of time, or both pursuant to Section 8 6 would, unless cured or waived, become an Event of Default. "Default Rate" means, at any time, the maximum interest rate allowable by Law. "Event of Default" has the meaning set forth in Section 8. "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. "Indebtedness" of the Borrower, means all (a) indebtedness for borrowed money; (b) obligations for the deferred purchase price of property or services, except trade payables arising in the ordinary course of business; (c) obligations evidenced by notes, bonds, debentures or other similar instruments; and (d) obligations as lessee under capital leases. 6. "Law" as to any Person, means any law (including common law), statute, ordinance, treaty, rule, regulation, policy or requirement of any Governmental Authority and authoritative interpretations thereon, whether now or hereafter in effect, in each case, applicable to or binding on such Person or any of its assets or properties or to which such Person or any of its assets or properties 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. "Loan Date" has the meaning set forth in the introductory paragraph. "Material Adverse Effect" means a material adverse effect on (a) the business, assets, properties, prospects, liabilities (actual or contingent), operations or condition (financial or otherwise) of the Borrower; (b) the validity or enforceability of the Note or Pledge Agreement; (c) the perfection or priority of any Lien purported to be created under the Pledge Agreement; (d) the rights or remedies of the Noteholder hereunder or under the Pledge Agreement; or (e) the Borrower's ability to perform any of its material obligations hereunder or under the Pledge Agreement. "Maturity Date" means December 1, 2016, as may be extended pursuant to Section 11 of this Note. September 30, 2016. "Note" has the meaning set forth in the introductory paragraph. "Noteholder" has the meaning set forth in the introductory paragraph. "Order" as to any Person, means any 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 on such Person or any of its assets or properties or to which such Person or any of its assets or properties is subject. "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. "Pledge "Purchase Agreement" means has the Pledge Agreement, dated as of meaning set forth in the date hereof, by and between the Borrower and Noteholder, as the same may be amended, restated, supplemented or otherwise modified from time to time in accordance with its terms. introductory paragraph. View More

Definitions. As used herein, (i) " Business Combination " "Business Combination" shall mean a merger, capital share exchange, asset acquisition, share purchase, reorganization or similar business combination, involving the Company and combination with one or more businesses; businesses or entities; (ii) " Capital Shares " shall mean, collectively, the Ordinary Shares and the Founder Shares; (iii) " Founder Shares " "Founder Shares" shall mean the 2,875,000 8,625,000 Class F B ordinary shares of the Company,... par value $0.0001 per share, outstanding prior to the consummation of the Public Offering (or 2,500,000 Class F ordinary shares if the over-allotment is not exercised by the Underwriters); (iv) " Private Offering; (iii) "Private Placement Warrants " Warrants" shall mean the Warrants warrants to purchase Ordinary Shares of the Company that will be acquired by the Sponsor and the Representatives for an aggregate purchase price of $5.25 million $8,000,000 (or $5.775 million up to $8,900,000 if the over-allotment is exercised by the Underwriters), Underwriters' exercise their option to purchase additional units), or $1.00 $1.50 per Warrant, in a private placement that shall occur close simultaneously with the consummation of the Public Offering; (v) " Public Shareholders " Offering (including Ordinary Shares issuable upon conversion thereof); (iv) "Public Shareholders" shall mean the holders of securities Ordinary Shares included in the Units issued in the Public Offering; (v) "Public Shares" shall mean the Ordinary Shares included in the Units issued in the Public Offering; (vi) " Trust Account " "Trust Account" shall mean the trust fund account into which a portion of the net proceeds of the Public Offering and the sale of the Private Placement Warrants shall be deposited; (vii) " Transfer " "Transfer" shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b); and (viii) " Charter " "Charter" shall mean the Company's Amended and Restated Memorandum and Articles of Association, as the same may be amended from time to time. View More

Definitions. As used herein, (i) " Business Combination " "Business Combination" shall mean a merger, capital share exchange, asset acquisition, share purchase, reorganization or similar business combination, combination involving the Company and one or more businesses; (ii) " Capital Shares " "Capital Shares" shall mean, collectively, the Ordinary Public Shares and the Founder Shares; (iii) " Founder Shares " "Founder Shares" shall mean the 2,875,000 11,500,000 Class F B ordinary shares of the Company, par... value $0.0001 per share, outstanding prior to the consummation of the Public Offering (or 2,500,000 Class F ordinary shares if the over-allotment is not exercised by the Underwriters); Offering; (iv) " Private "Private Placement Warrants " shall mean the Warrants warrants to purchase Ordinary Public Shares that will be acquired by the Sponsor and the Representatives for an aggregate purchase price of $5.25 million approximately $10,000,000 (or $5.775 million approximately $11,200,000 if the Underwriters' over-allotment is exercised by the Underwriters), exercised), or $1.00 $1.50 per Warrant, in a private placement that shall occur simultaneously with the consummation of the Public Offering; (v) " Public Shareholders " "Public Shareholders" shall mean the holders of securities issued Ordinary Shares sold as part of the units in the Public Offering; (vi) " Trust Account " "Trust Account" shall mean the trust fund account into which a portion of the net proceeds of the Public Offering shall be deposited; (vii) " Transfer " "Transfer" shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b); and (viii) " Charter " "Charter" shall mean the Company's Amended and Restated Memorandum and Articles of Association, as the same may be amended from time to time. View More

Definitions. As used herein, (i) " Business Combination " "Business Combination" shall mean a merger, capital share exchange, asset acquisition, share purchase, reorganization or similar business combination, involving the Company and one or more businesses; (ii) " Capital Shares " "Capital Shares" shall mean, collectively, the Ordinary Shares and the Founder Shares; (iii) " Founder Shares " "Founder Shares" shall mean the 2,875,000 15,000,000 Class F B ordinary shares of the Company, par value $0.0001 per... share, outstanding prior to the consummation of the Public Offering (or 2,500,000 Class F ordinary shares if the over-allotment is not exercised by the Underwriters); Offering; (iv) " Private "Private Placement Warrants " shall mean the Warrants to purchase Ordinary Shares that will be acquired by the Sponsor and the Representatives for an aggregate purchase price of $5.25 million $14,000,000 (or $5.775 million $15,800,000 if the Underwriters' over-allotment is exercised by the Underwriters), exercised), or $1.00 per Warrant, in a private placement that shall occur simultaneously with the consummation of the Public Offering; (v) " Public Shareholders " "Public Shareholders" shall mean the holders of securities issued in the Public Offering; (vi) " Trust Account " "Trust Account" shall mean the trust fund into which a portion of the net proceeds of the Public Offering shall be deposited; (vii) " Transfer " "Transfer" shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b); and (viii) " Charter " "Charter" shall mean the Company's Amended and Restated Memorandum and Articles of Association, as the same may be amended from time to time. View More

Definitions. Unless otherwise specifically defined herein, each term used herein which is defined in the Credit Agreement shall have the meaning assigned to such term in the Credit Agreement. Each reference to "hereof," "hereunder," "herein," and "hereby" and each other similar reference and each reference to "this Agreement" and each other similar reference contained in the Credit Agreement shall, shall from and after the date hereof, Second Amendment Effective Date refer to the Credit Agreement as amended... hereby. "Second Amendment Effective Date" means the date on which each of the conditions precedent set forth in Section 3 below has been satisfied. View More

Definitions. Unless otherwise specifically defined herein, each term used herein (and in the recitals above) which is defined in the Existing Credit Agreement shall have the meaning assigned to such term in the Existing Credit Agreement. Each reference to "hereof," "hereunder," "herein," and "hereby" and each other similar reference and each reference to "this "the Agreement" and each other similar reference contained in the Existing Credit Agreement shall, shall from and after the date hereof, hereof refer... to the Existing Credit Agreement as waived and amended hereby. View More

Definitions. Unless otherwise specifically defined herein, each term All capitalized terms used herein which is defined and in the Credit Agreement above recitals and not expressly defined herein shall have the meaning assigned same respective meanings given to such term terms in the Credit Agreement. Each reference to "hereof," "hereunder," "herein," and "hereby" and each other similar reference and each reference to "this Agreement" and each other similar reference contained in the Credit Agreement shall,... shall from and after the date hereof, hereof refer to the Credit Agreement as amended hereby. View More

Definitions. Any capitalized term used herein and not defined herein shall have the meaning assigned to it in the Credit Original Agreement.

Definitions. Any capitalized term used herein and not defined shall have the meaning assigned to it in the Credit Financing Agreement.

Definitions. Any capitalized term used herein and not defined shall have the meaning assigned to it in the Credit Financing Agreement.

Definitions. 1.1 Definitions. "Issue Date" means the issue date stated above. "Maturity Date" shall mean March 31, 2021. October 21, 2020 "Note" means this Convertible Non-Convertible Note, as amended, modified or restated. "Person" means an individual, corporation, partnership, limited liability company, association, trust, joint venture, unincorporated organization or any government, governmental department or agency or political subdivision thereof. "Securities Act" means the United States Securities Act... of 1933, as amended. View More

Definitions. 1.1 Definitions. DEFINITIONS. "Issue Date" means the issue date stated above. "Maturity Date" shall mean March 31, 2021. the earlier of: (a) the eighteenth (18) month anniversary of the Issue Date. "Note" means this Convertible Note, as amended, modified or restated. "Person" means an individual, corporation, partnership, limited liability company, association, trust, joint venture, unincorporated organization or any government, governmental department or agency or political subdivision... thereof. "Securities Act" means the United States Securities Act of 1933, as amended. View More

Definitions. 1.1 Definitions. "Issue Date" means the issue date stated above. "Maturity Date" shall mean March 31, 2021. April 30, 2019. "Note" means this Convertible Note, as amended, modified or restated. "Person" means an individual, corporation, partnership, limited liability company, association, trust, joint venture, unincorporated organization or any government, governmental department or agency or political subdivision thereof. "Securities Act" means the United States Securities Act of 1933, as... amended. View More

Definitions. All terms used herein with initial capital letters and not otherwise defined herein shall have the meanings assigned to them in the Award Agreement (including any definitions incorporated by reference to the Plan). "Affiliated Company" means any organization controlling, controlled by, or under common control with the Company. "Confidential Information" means the Company's technical or business or personnel information not readily available to the public or generally known in the trade,... including inventions, developments, trade secrets and other confidential information, knowledge, data and know-how of the Company or any Affiliated Company, whether or not they originated with the Grantee, Optionee, or information which the Company or any Affiliated Company received from third parties under an obligation of confidentiality. "Conflicting Product" means any product, process, machine, or service of any person or organization, other than the Company or any Affiliated Company, in existence or under development (i) that resembles or competes with a product, process, machine, or service upon or with which the Grantee Optionee shall have worked during the two years prior to the Grantee's Optionee's termination of service with the Company or any Affiliated Company or (ii) with respect to which during that period of time the Grantee, Optionee, as a result of his or her job performance and duties, shall have acquired knowledge of Confidential Information, and whose use or marketability could be enhanced by application to it of Confidential Information. For purposes of this section, it shall be conclusively presumed that the Grantee Optionee has knowledge of information to which he or she has been directly exposed through actual receipt or review of memoranda or documents containing such information or through actual attendance at meetings at which such information was discussed or disclosed. "Conflicting Organization" means any person or organization that is engaged in or about to become engaged in research on or development, production, marketing, or selling of a Conflicting Product. "Look-back Period" means a 12-month period prior to a breach of the applicable section of this Agreement. 8 "Restricted Period" means the period during which the Grantee Optionee is employed by the Company or a Subsidiary plus one year after the date the Grantee's Optionee's Continuous Service is terminated. View More

Definitions. 12.1Cause. 11.1 Cause. For purposes of this Agreement, "Cause" means the occurrence of any one or more of the following: (i) Employee's conviction of or plea of guilty or nolo contendere to any felony or a crime of moral turpitude or dishonesty; turpitude; (ii) Employee's willful and continued failure or refusal to follow lawful and reasonable instructions of the Company or lawful and reasonable policies and regulations of the Company or its affiliates; (iii) Employee's willful and continued... failure to faithfully and diligently perform the assigned duties of Employee's employment with the Company or its affiliates; (iv) unprofessional, unethical, immoral or fraudulent conduct by Employee; (v) conduct by Employee that materially discredits the Company or any affiliate or is materially detrimental to the reputation, character and standing of the Company or any affiliate; or (vi) Employee's material breach of this Agreement, the Proprietary Agreement, or any applicable Company policies. An event described in Section 12.1(ii) 11.1(ii) through Section 12.1(vi) 11.1(vi) herein shall not be treated as "Cause" until after Employee has been given written notice of such event, failure, conduct or breach and Employee fails to cure such event, failure, conduct or breach within 30 calendar days from such written notice; provided, however, that such 30-day cure period shall not be required if the event, failure, conduct or breach is determined by the Company to be incapable of being cured. 12.2Change 11.2 Change in Control. For purposes of this Agreement, "Change in Control" shall have means: (a) a merger or consolidation in which the meaning described Company is not the surviving corporation (other than a merger or consolidation with a wholly owned subsidiary, a reincorporation of the Company in a different jurisdiction, or another transaction in which there is no substantial change in the Company's 2014 Equity Incentive Plan. 12.3Change stockholders of the Company or their relative stock holdings), (b) a merger in Control Period. 12.4Good which the Company is the surviving corporation but after which the stockholders of the Company immediately prior to such merger (other than any stockholder that merges, or that owns or controls another corporation that merges, with the Company in such merger) cease to own their shares or other equity interest in the Company, (c) the sale of substantially all of the assets of the Company, or (d) the acquisition, sale, or transfer of more than 50% of the outstanding shares or the Company by tender offer or similar transaction. 4 11.3 Good Reason. For purposes of this Agreement, Employee shall have "Good Reason" for resignation from employment with the Company if any of the following actions are taken by the Company without Employee's prior written consent: (i) a material reduction in Employee's Base Salary, unless pursuant to a salary reduction program applicable generally to the Company's senior executives; (ii) a material reduction in Employee's duties (including responsibilities and/or authorities), provided, however, that a change in job position (including a change in title) or reporting line shall not be deemed a "material reduction" in and of itself unless Employee's new duties are materially reduced from the prior duties; or (iii) relocation of Employee's principal place of employment to a place that increases Employee's one-way commute by more than fifty (50) miles as compared to Employee's then-current principal place of employment immediately prior to such relocation. In order for Employee to resign for Good Reason, each of the following requirements must be met: (i) (iv) Employee must provide written notice to the Company's Chief Executive Officer Board within thirty (30) 30 calendar days after the first occurrence of the event giving rise to Good Reason setting forth the basis for Employee's resignation, (ii) (v) Employee must allow the Company at least thirty (30) 30 calendar days from receipt of such written notice to cure such event, (iii) (vi) such event is not reasonably cured by the Company within such 30 calendar day period (the "Cure Period"), and (iv) (vii) Employee must resign in writing from all positions Employee then holds with the Company not later than 30 calendar days after the expiration of the Cure Period. View More

Definitions. 12.1Cause. 12.1 Cause. For purposes of this Agreement, "Cause" means the occurrence of any one or more of the following: (i) Employee's conviction of or plea of guilty or nolo contendere to any felony or a crime of moral turpitude or dishonesty; turpitude; (ii) Employee's willful and continued failure or refusal to follow lawful and reasonable written instructions of the Company Board or lawful and reasonable written policies and regulations of the Company or its affiliates; (iii) Employee's... willful and continued failure to faithfully and diligently perform the assigned duties of Employee's employment with the Company or its affiliates; (iv) unprofessional, unethical, immoral or fraudulent conduct by Employee; (v) conduct willful misconduct by Employee that materially discredits the Company or any affiliate or is materially detrimental to the reputation, character and standing of the Company or any affiliate; or (vi) Employee's material breach of this Agreement, the Proprietary Agreement, or any applicable written Company policies. An event described in Section 12.1(ii) through Section 12.1(vi) herein shall not be treated as "Cause" until after Employee has been given written notice of such event, failure, conduct or breach and Employee fails to cure such event, failure, conduct or breach within 30 calendar days from such written notice; provided, however, that such 30-day cure period shall not be required if the event, failure, conduct or breach is determined by the Company to be incapable of being cured. 12.2Change cured by the Company. 12.2 Change in Control. For purposes of this Agreement, "Change in Control" shall have the meaning described in the Company's 2014 Equity Incentive Plan. 12.3Change 12.3 Change in Control Period. 12.4Good 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. 12.4 Disability. For purposes of this Agreement, "Disability" means the inability of Employee 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 twelve (12) months. 12.5 Good Reason. For purposes of this Agreement, Employee shall have "Good Reason" for resignation from employment with the Company if any of the following actions are taken by the Company without Employee's prior written consent: (i) a material reduction in Employee's Base Salary, unless pursuant to in the same percentage as a salary reduction program applicable generally to the Company's senior executives; (ii) reduction in Target Bonus Amount; (iii) a material reduction in Employee's duties (including duties, responsibilities and/or authorities), provided, however, that a change or authority, including removal of 13. requirement to report to anyone other than the Board; (iv) the failure of the Compensation Committee to approve the initial equity grants in job position (including a change in title) Section 5 above within thirty (30) calendar days of the Start Date; (v) the material breach by the Company of this Agreement; or reporting line shall not be deemed a "material reduction" in and of itself unless (vi) following Employee's new duties are materially reduced from relocation to the prior duties; or (iii) San Francisco Bay Area, relocation of Employee's principal place of employment to a place that increases Employee's one-way commute by more than fifty (50) miles as compared to Employee's then-current principal place of employment immediately prior to such relocation. In order for Employee to resign for Good Reason, each of the following requirements must be met: (i) (vii) Employee must provide written notice to the Company's Chief Executive Officer Board within thirty (30) calendar days after the Employee's first occurrence knowledge of the event giving rise to Good Reason setting forth the basis for Employee's resignation, (ii) (viii) Employee must allow the Company at least thirty (30) calendar days from receipt of such written notice to cure such event, (iii) (ix) such event is not reasonably cured by the Company within such 30 calendar day period (the "Cure Period"), and (iv) (x) Employee must resign in writing from all positions Employee then holds with the Company not later than 30 calendar days after the expiration of the Cure Period. View More

Definitions. 12.1Cause. 12.1 Cause. For purposes of this Agreement, "Cause" means the occurrence of any one or more of the following: (i) Employee's conviction of or plea of guilty or nolo contendere to any felony or a crime of moral turpitude or dishonesty; turpitude; (ii) Employee's willful and continued failure or refusal to follow lawful and reasonable written instructions of the Company Board or lawful and reasonable written policies and regulations of the Company or its affiliates; (iii) Employee's... willful and continued failure refusal to faithfully and diligently perform the assigned duties of Employee's employment with the Company or its affiliates; (iv) unprofessional, unethical, immoral or fraudulent conduct by Employee; (v) conduct willful misconduct by Employee that materially discredits injures the Company or any affiliate or is materially detrimental to injures the reputation, character and standing of the Company or any affiliate; or (vi) material injury to the Company based on Employee's willful and material breach of this Agreement, the Proprietary Agreement, CIIAA, or any applicable written Company policies. An event described in Section 12.1(ii) through Section 12.1(vi) herein shall not be treated as "Cause" until after Employee has been given written notice of such event, failure, conduct or breach and Employee fails to cure such event, failure, conduct or breach within 30 calendar days from such written notice; provided, however, that such 30-day cure period shall not be required if the event, failure, conduct or breach is reasonably determined by the Company to be incapable of being cured. 12.2Change cured by the Company. 12.2 Change in Control. For purposes of this Agreement, "Change in Control" shall have the meaning described in the Company's 2014 Cayman Parent's 2019 Equity Incentive Plan. 12.3Change 11 12.3 Change in Control Period. 12.4Good 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. 12.4 Disability. For purposes of this Agreement, "Disability" means the inability of Employee 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 twelve (12) months. 12.5 Good Reason. For purposes of this Agreement, Employee shall have "Good Reason" for resignation from employment with the Company if any of the following actions are taken by the Company without Employee's prior written consent: (i) a material reduction in Employee's Base Salary, unless pursuant to in the same percentage as a salary reduction program applicable generally to the Company's senior executives; (ii) a material reduction in Employee's duties (including duties, responsibilities and/or authorities), provided, however, that a change in job position (including a change in title) or reporting line shall not be deemed a "material reduction" in and authority, including removal of itself unless Employee's new duties are materially reduced from requirement to report to anyone other than the prior duties; Board or the Parent Board; (iii) the material breach by the Company of this Agreement; or (iv) the relocation of Employee's principal place of employment to a place that increases Employee's one-way commute by more than fifty (50) twenty-five (25) miles as compared to Employee's then-current principal place of employment immediately prior to such relocation. In order for Employee to resign for Good Reason, each of the following requirements must be met: (i) (A) Employee must provide written notice to the Company's Chief Executive Officer Board within thirty (30) ninety (90) calendar days after the Employee's first occurrence knowledge of the event giving rise to Good Reason setting forth the basis for Employee's resignation, (ii) (B) Employee must allow the Company at least thirty (30) calendar days from receipt of such written notice to cure such event, (iii) (C) such event is not reasonably cured by the Company within such 30 calendar day period (the "Cure Period"), and (iv) (D) Employee must resign in writing from all positions Employee then holds with the Company not later than 30 ninety (90) calendar days after the expiration of the Cure Period. View More

Definitions. For purposes of the Plan: (a) "Account" (a)"Account" shall mean the separate account maintained on the books of the Corporation Company for each Participant pursuant to Section 8, 7, consisting of the Cash Retainer Sub-Account and/or and the RSU Sub-Account. (b) "Board" shall mean the Board of Directors of the Corporation. Company. (c) "Committee" shall mean the Compensation and Organization Development Committee of the Board, or a subcommittee thereof, or such other committee designated by the... Board to administer the Plan. (d) "Common Stock" shall mean the Class A common stock, par value $0.0001 per share, of the Corporation, Company, and all rights appurtenant thereto. (e) "Deferred (e)"Deferred Stock Units" shall mean deferred restricted stock units credited to a Participant's Account pursuant to elections by the Participant under Sections 5 and 6. and 7. (f) "Director" (f)"Director" shall mean any member of the Board who is not an employee of the Corporation Company or any of its subsidiaries or affiliates. (g) "Effective (g)"Effective Date" shall mean October 24, 2018. (h) "Fair December 31, 2019. (h)"Fair Market Value" means as of any date the closing price of the Common Stock as reported on the NASDAQ New York Stock Market Exchange for that date or, if no closing price is reported for that date, the closing price on the next preceding date for which a closing price is reported, unless otherwise determined by the Committee. (i) "Initial Grant" means the initial equity grant received by a Director at the time the Director first becomes a member of the Board, if any. (j) "Participant" (i)"Participant" shall mean a Director who makes a deferral election under Section 5 or 6 or 7 of the Plan. (k) "Plan" (j)"Plan" shall mean the FARO Technologies, Inc. 2018 Bloom Energy Corporation 2020 Non-Employee Director Deferred Compensation Plan, as set forth herein and as amended from time to time. (l) "Restricted (k)"Restricted Stock Units" or "RSUs" shall mean restricted stock units granted to the Participant under the Stock Plan. (m) "Section (l)"Section 409A" shall mean Section 409A of the Internal Revenue Code of 1986, as amended, and the guidance issued thereunder. (n) "Separation amended. (m)"Separation from Service" shall mean a "separation from service" from the Corporation, Company, within the meaning of Section 409A and the regulations promulgated thereunder. (o) "Stock (n)"Stock Plan" shall mean the FARO Technologies, Inc. 2014 Bloom Energy Corporation 2018 Equity Incentive Plan, as amended from time to time, or any successor equity plan adopted by the Corporation. Company. View More

Definitions. For purposes of the Plan: (a) "Account" (a)"Account" shall mean the separate account maintained on the books of the Corporation for each Participant pursuant to Section 8, consisting of the Cash Retainer Sub-Account and/or the RSU Sub-Account. 5. (b) "Board" shall mean the Board of Directors of the Corporation. (c) "Committee" shall mean the Compensation Committee of the Board, or a subcommittee thereof, or such other committee designated by the Board to administer the Plan. (d) "Common (d)"Common Stock" shall mean the common stock, par value $0.0001 per share, of the Corporation, Company, and all rights appurtenant thereto. (e) "Deferred (e)"Deferred Stock Units" shall mean deferred stock units credited to a Participant's Account pursuant to elections by the Participant under Sections 6 and 7. (f) "Director" Section 5. (f)"Director" shall mean any member of the Board who is not an employee of the Corporation or any of its subsidiaries or affiliates. (g) "Effective affiliated with the Company's sponsors. (g)"Effective Date" shall mean October 24, 2018. (h) "Fair December 31, 2020. (h)"Fair Market Value" means as of any date the closing transaction price of the Common Stock as reported on the NASDAQ The New York Stock Market Exchange for that date or, if no closing transaction price is reported for that date, the closing transaction price on the next preceding date for which a closing transaction price is reported, unless otherwise determined by the Committee. (i) "Initial Grant" means the initial equity grant received by a Director at the time the Director first becomes a member of the Board, if any. (j) "Participant" (i)"Participant" shall mean a Director who makes a deferral election under Section 6 or 7 5 of the Plan. (k) "Plan" (j)"Plan" shall mean the FARO Technologies, Inc. 2018 Non-Employee MP Materials Corp. 2021 Director Deferred Compensation Plan, as set forth herein and as amended from time to time. (l) "Restricted Stock Units" or "RSUs" shall mean restricted stock units granted to the Participant under the Stock Plan. (m) "Section (k)"Section 409A" shall mean Section 409A of the Internal Revenue Code of 1986, as amended, and the guidance issued thereunder. (n) "Separation amended. (l)"Separation from Service" shall mean a "separation from service" from the Corporation, within the meaning of Section 409A and the regulations promulgated thereunder. (o) "Stock (m)"Stock Plan" shall mean the FARO Technologies, Inc. 2014 MP Materials Corp. 2020 Stock Incentive Plan, as amended from time to time, or any successor equity plan adopted by the Corporation. View More

Definitions. For purposes of the Plan: (a) "Account" (a)"Account" shall mean the separate account maintained on the books of the Corporation for each Participant pursuant to Section 8, consisting of the Cash Retainer Sub-Account and/or the RSU Sub-Account. (b) "Board" (b)"First Amendment Date" shall mean December 23, 2022. (c)"Board" shall mean the Board of Directors of the Corporation. (c) "Committee" (d)"Committee" shall mean the Compensation Committee of the Board, or a subcommittee thereof, or such... other committee designated by the Board to administer the Plan. (d) "Common (e)"Common Stock" shall mean the common stock, par value $0.0001 per share, of the Corporation, and all rights appurtenant thereto. (e) "Deferred (f)"Deferred Stock Units" shall mean deferred stock units credited to a Participant's Account pursuant to elections by the Participant under Sections 6 and 7. (f) "Director" (g)"Director" shall mean any member of the Board who is not an employee of the Corporation or any of its subsidiaries or affiliates. (g) "Effective (h)"Effective Date" shall mean October 24, 2018. (h) "Fair (i)"Fair Market Value" means as of any date the closing price of the Common Stock as reported on the NASDAQ Stock Market for that date or, if no closing price is reported for that date, the closing price on the next preceding date for which a closing price is reported, unless otherwise determined by the Committee. (i) "Initial 4853-8851-0277.3 (j)"Initial Grant" means the initial equity grant received by a Director at the time the Director first becomes a member of the Board, if any. (j) "Participant" (k)"Participant" shall mean a Director who makes a deferral election under Section 6 or 7 of the Plan. (k) "Plan" (l)"Plan" shall mean the FARO Technologies, Inc. 2018 Non-Employee Director Deferred Compensation Plan, as set forth herein and as amended from time to time. (l) "Restricted (m)"Restricted Stock Units" or "RSUs" shall mean restricted stock units granted to the Participant under the Stock Plan. (m) "Section (n)"Section 409A" shall mean Section 409A of the Internal Revenue Code of 1986, as amended, and the guidance issued thereunder. (n) "Separation (o)"Separation from Service" shall mean a "separation from service" from the Corporation, within the meaning of Section 409A and the regulations promulgated thereunder. (o) "Stock (p)"Stock Plan" shall mean mean, prior to the First Amendment Date, the FARO Technologies, Inc. 2014 Incentive Plan, as amended from time to time, time (the "2014 Plan"), or on and after the First Amendment Date, the FARO Technologies, Inc. 2022 Equity Incentive Plan, as amended from time to time (the "2022 Plan"), or any successor equity plan adopted by the Corporation. View More

Definitions. For the purposes hereof, the following terms shall have the following meanings: "Business Day" means any day except Saturday, Sunday and any day that is which shall be a federal legal holiday in the United States or a day on which banking institutions in the State The City of New York or State of Nevada are authorized or required by law or other government action to close. "Conversion Price" "Date of Exercise" means the date on which the Holder shall be 50% have delivered to the Warrant Agent... (i) a Warrant Certificate, (ii) the Form of Election to Purchase attached thereto (with the Warrant Shares Exercise Log attached to it), appropriately completed and duly signed, provided that, in the case of a Cash Exercise, payment of the lowest Per Share Market Value Exercise Price in accordance with Section 9 for the number of Warrant Shares so indicated by the five (5) Trading Days immediately preceding a Conversion Date. Holder to be purchased is paid within one day of such date. "Exchange Act" means the Securities Exchange Act of 1934, as amended. amended, and the rules and regulations of the Securities and Exchange Commission (the "Commission") promulgated thereunder. "Expiration Date" means the date 5 years after the Initial Issuance Date. "Initial Issuance Date" means August 5, 2014. "Market Price" of a share of Common Stock on any date shall mean, (i) if the shares of -1- Final Execution Copy Common Stock are traded on the Nasdaq Global Market, the last bid price reported on that date; (ii) if the shares of Common Stock are no longer quoted on the Nasdaq Global Market and are listed on any other national securities exchange, the last sale price of the Common Stock reported by such exchange on that date; (iii) if the shares of Common Stock are not quoted on a any such market or listed on any such exchange and the shares of Common Stock are traded in the over-the-counter market, the last price reported on such day by the OTC Bulletin Board; (iv) if the shares of Common Stock are not quoted on any such market, listed on any such exchange or quoted on the OTC Bulletin Board, then the last price quoted on such day in the over-the-counter market as reported by the National Quotation Bureau Incorporated (or any similar organization or agency succeeding its functions of reporting prices); or (v) if none of clauses (i)-(iv) are applicable, then as determined, in good faith, by the Board of Directors of the Company (the "Board"). "Person" means a corporation, association, partnership, limited liability corporation, organization, business, individual, government or political subdivision thereof or governmental agency. "Trading Day" means (a) (i) a day on which the shares of Common Stock are traded on such Subsequent Market the Nasdaq Global Select Market, Nasdaq Global Market, Nasdaq Capital Market, New York Stock Exchange, NYSE MKT or other national securities exchange on which the shares of Common Stock are then listed or quoted, or (b) (ii) if the shares of Common Stock are not listed on a Subsequent Market, any such exchange or market, a day on which the shares of Common Stock are traded in the over-the-counter market, as reported by the OTC Bulletin Board, or (c) (iii) if the shares of Common Stock are not listed on any such exchange or market or quoted on the OTC Bulletin Board, a day on which the shares of Common Stock are quoted in the over-the-counter market as reported by the National Quotation Bureau Incorporated (or any similar organization or agency succeeding its functions of reporting prices); provided, however, that in the event that the shares of Common Stock are not listed or quoted as set forth in (a), (b) and (c) clause (i), (ii) or (iii) hereof, then Trading Day shall mean any day except Saturday, Sunday and any day which shall be a legal holiday or a day on which banking institutions in the State of New Hampshire are authorized or required by law or other government action to close. Business Day. View More

Definitions. For the purposes hereof, the following terms shall have the following meanings: "Aggregate Exercise Price" means, with respect to each exercise of Warrants held by the Holder, the Exercise Price per Warrant multiplied by the aggregate number of Warrant Shares (which must be a whole number) that such Holder intends to purchase pursuant to such exercise. "Business Day" means any day except Saturday, Sunday and any day that is which shall be a federal legal holiday in the United States or a day on... which banking institutions in the State The City of New York or State of Nevada are authorized or required by law or other government action to close. "Conversion Price" "Date of Exercise" means the date on which the Holder shall be 50% have delivered to the Warrant Agent the Form of Election to Purchase attached thereto (with the lowest Per Share Market Value of the five (5) Trading Days immediately preceding a Conversion Date. Warrant Shares Exercise Log attached to it), appropriately completed and duly signed. "Exchange Act" means the Securities Exchange Act of 1934, as amended. amended, and the rules and regulations of the Securities and Exchange Commission (the "Commission") promulgated thereunder. "Expiration Date" means February 10, 2020. "Initial Issuance Date" means February 10, 2015. "Market Price" of a share of Common Stock on any date shall mean the arithmetic mean of the VWAP on each of the five consecutive Trading Days immediately preceding such date. The Market Price shall be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction during such period. "Person" means a corporation, association, partnership, limited liability corporation, organization, business, individual, trust, government or political subdivision thereof or governmental agency. "Trading Day" means (a) (i) a day on which the shares of Common Stock are traded on such Subsequent Market The Nasdaq Global Select Market, The Nasdaq Global Market, The Nasdaq Capital Market, New York Stock Exchange, NYSE MKT or other national securities exchange on which the shares of Common Stock are then listed or quoted, or (b) (ii) if the shares of Common Stock are not listed on a Subsequent Market, any such exchange or market, a day on which the shares of Common Stock are traded in the over-the-counter market, as reported by the OTC Bulletin Board, or (c) (iii) if the shares of Common Stock are not listed on any such exchange or market or quoted on the OTC Bulletin Board, a day on which the shares of Common Stock are quoted in the over-the-counter market as reported by the National Quotation Bureau Incorporated (or any similar organization or agency succeeding its functions of reporting prices); provided, however, that in the event that the shares of Common Stock are not listed or quoted as set forth in (a), (b) and (c) clause (i), (ii) or (iii) hereof, then Trading Day shall mean a Business Day. "VWAP" on any day except Saturday, Sunday and any day which Trading Day means the per share volume-weighted average price of the Common Stock as displayed under the heading "Bloomberg VWAP" on Bloomberg page "BIND AQR" (or its equivalent successor if such page is not available) in respect of the period from the scheduled open of trading until the scheduled close of trading of the primary trading session on such Trading Day. VWAP shall be determined without regard to after-hours trading or any other trading outside of the regular trading session trading hours. If VWAP cannot be calculated on such date on any of the foregoing bases, the VWAP on such date shall be the fair market value of the Common Stock as mutually determined by the Company and the Holder. "Warrant Certificate" means a legal holiday or a day certificate in substantially the form attached hereto as Exhibit A representing such number of Warrants set forth on which banking institutions in the State of New Hampshire are authorized or required by law or other government action to close. Warrant Certificate. View More

Definitions. For the purposes hereof, the following terms shall have the following meanings: "Business Day" means any day except Saturday, Sunday and any day that is which shall be a federal legal holiday in the United States or a day on which banking institutions in the State The City of New York or State of Nevada are authorized or required by law or other government action to close. "Conversion Price" "Date of Exercise" means the date on which the Holder shall be 50% have delivered to the Company (ii)... the Form of Election to Purchase attached thereto (with the Warrant Exercise Log attached to it), appropriately completed and duly signed, provided that, (i) the Warrant Certificate shall have been delivered within three Business Days of such date, and (ii) in the case of a Cash Exercise, payment of the lowest Per Share Market Value Exercise Price in accordance with Section 9 for the number of Warrant Shares so indicated by the five (5) Trading Days immediately preceding a Conversion Date. Holder to be purchased is paid within one Business Day of such date. "Exchange Act" means the Securities Exchange Act of 1934, as amended. amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder. "Expiration Date" means the date 5 years after the Initial Issuance Date. "Initial Issuance Date" means March 18, 2014. "Market Price" of a share of Common Stock on any date shall mean, (i) if the shares of Common Stock are traded on the Nasdaq Global Market, the last closing bid price (which, for the avoidance of doubt, shall mean the closing bid price on the prior Trading Day if the Form of Election to Purchase is received prior to 4:00 p.m. ET on the Date of Exercise); (ii) if the shares of Common Stock are no longer quoted on Nasdaq and are listed on any other -1- national securities exchange, the last sale price of the Common Stock reported by such exchange on that date; (iii) if the shares of Common Stock are not quoted on any such market or listed on any such exchange and the shares of Common Stock are traded in the over-the-counter market, the last price reported on such day by the OTC Bulletin Board; (iv) if the shares of Common Stock are not quoted on any such market, listed on any such exchange or quoted on the OTC Bulletin Board, then the last price quoted on such day in the over-the-counter market as reported by the National Quotation Bureau Incorporated (or any similar organization or agency succeeding its functions of reporting prices); or (v) if none of clauses (i)-(iv) are applicable, then as determined, in good faith, by the Board of Directors of the Company. "Person" means a corporation, association, partnership, limited liability corporation, organization, business, individual, government or political subdivision thereof or governmental agency. "Trading Day" means (a) (i) a day on which the shares of Common Stock are traded on such Subsequent Market the Nasdaq Global Market, Nasdaq Capital Market, New York Stock Exchange or American Stock Exchange on which the shares of Common Stock are then listed or quoted, or (b) (ii) if the shares of Common Stock are not listed on a Subsequent Market, any such exchange or market, a day on which the shares of Common Stock are traded in the over-the-counter market, as reported by the OTC Bulletin Board, or (c) (iii) if the shares of Common Stock are not quoted on the OTC Bulletin Board, a day on which the shares of Common Stock are quoted in the over-the-counter market as reported by the National Quotation Bureau Incorporated (or any similar organization or agency succeeding its functions of reporting prices); provided, however, that in the event that the shares of Common Stock are not listed or quoted as set forth in (a), (b) and (c) clause (i), (ii) or (iii) hereof, then Trading Day shall mean any day except Saturday, Sunday and any day which shall be a legal holiday or a day on which banking institutions in the State of New Hampshire are authorized or required by law or other government action to close. Business Day. View More

Definitions. The following terms shall have the meanings as defined below. Capitalized terms used herein and not defined shall have the meanings attributed to them in the Plan. "Affiliate" Plan."Affiliate" shall mean a "parent" or "subsidiary" (as each is defined in Section 424 of the Code) of the Company and any other entity that the Board or Committee designates as an "Affiliate" for purposes of this Plan. "Committee" Plan."Committee" shall have the meaning as defined in the Plan. "Executive Officer"... shall mean an officer of the Company designated as such for purposes of Section 16 of the Securities Exchange Act of 1934, as amended. "Grant Plan."Grant Date" shall mean the date of the award of the RSUs as set forth in the Grant Summary. "Grant Summary."Grant Summary" shall mean the summary of this award as reflected in the electronic stock plan award administration system maintained by the Company or its designee that contains a link to this Agreement (which summary information is set forth in the appropriate records of the Company authorizing such award). "Permanent award)."Permanent Disability" shall mean the status of disability determined conclusively by the Committee based upon certification of disability by the Social Security Administration or, to the extent compliant with Section 409A, upon such other proof as the Committee may require, effective upon receipt of such certification or other proof by the Committee. April 2014 "Special Committee."Special Retirement" shall mean: (i) mean retirement by the a Recipient after reaching age 59 1⁄2 with at least ten (10) years of service with the Company or an Affiliate; or (ii) retirement by the Recipient after reaching age 59 1⁄2 and Recipient's age plus years of service with the Company or an Affiliate equals at least 70; or (iii) if Recipient is an Executive Officer at the time of retirement, retirement after reaching the applicable mandatory retirement age, regardless of years of service with the Company or (iv) if the Recipient who is a director of the Company, retirement either (A) after reaching the applicable mandatory retirement age at retirement or (B) at the 1the end of a term of office if Recipient is not nominated for a successive term of office on account of the fact that Recipient would have reached the applicable mandatory retirement age during such successive term of office, regardless of years of service with the Company. For Special Retirement purposes, years of service shall mean the period of service determined conclusively by the Committee. View More

Definitions. The following terms shall have the meanings as defined below. Capitalized terms used herein and not defined shall have the meanings attributed to them in the Plan. "Administrator" shall have the meaning as defined in the Plan. "Affiliate" shall mean a "parent" or "subsidiary" (as each is defined in Section 424 of the Code) of the Company and any other entity that the Board or Committee designates as an "Affiliate" for purposes of this Plan. "Cause" shall have the meaning as defined in the Plan.... "Committee" shall have the meaning as defined in the Plan. "Executive Officer" shall mean an officer of the Company designated as such for purposes of Section 16 of the Securities Exchange Act of 1934, as amended. "Expiration Date" shall have the meaning as defined in Section 3 below. "Fair Market Value" shall have the meaning as defined in the Plan. "Grant Date" shall mean the date of the award of the RSUs this Option as set forth in the Grant Summary. "Grant Summary" shall mean the summary of this award as reflected in the electronic stock plan award administration system maintained by the Company or its designee that contains a link to this Agreement (which summary information is set forth in the appropriate records of the Company authorizing such award). April 2014 "Option Price" shall mean the exercise price per Option Share applicable to this Option set forth in the Grant Summary. "Option Shares" shall mean the number of shares of Stock issuable upon exercise of the Option as set forth in the Grant Summary. "Permanent Disability" shall mean the status of disability determined conclusively by the Committee based upon certification of disability by the Social Security Administration or, to the extent compliant with Section 409A, or upon such other proof as the Committee may require, effective upon receipt of such certification or other proof by the Committee. April 2014 "Special Retirement" shall mean: (i) retirement by the Recipient Optionee after reaching age 59 1⁄2 with at least ten (10) years of service with the Company or an Affiliate; or (ii) retirement by the Recipient Optionee after reaching age 59 1⁄2 and Recipient's Optionee's age plus years of service with the Company or an Affiliate equals at least 70; or (iii) if Recipient Optionee is an Executive Officer at the time of retirement, retirement after reaching the applicable mandatory retirement age, age by the Optionee, regardless of years of service with the Company or (iv) if the Recipient Optionee is a director of the Company, retirement by the Optionee either (A) after reaching the applicable mandatory retirement age at retirement or (B) at the end of a term of office if Recipient Optionee is not nominated for a successive term of office on account of the fact that Recipient Optionee would have reached the applicable mandatory retirement age during such successive term of office, regardless of years of service with the Company. For Special Retirement purposes, years of service shall mean the period of service determined conclusively by the Committee. View More