Definitions Contract Clauses (26,161)

Definitions. For purposes of the Plan: (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" 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 Stock" shall mean the co...mmon stock, par value $0.0001 per share, of the Corporation, and all rights appurtenant thereto. (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" shall mean any member of the Board who is not an employee of the Corporation or any of its subsidiaries or affiliates. (g) "Effective Date" shall mean October 24, 2018. (h) "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 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" shall mean a Director who makes a deferral election under Section 6 or 7 of the Plan. (k) "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 Stock Units" or "RSUs" shall mean restricted stock units granted to the Participant under the Stock Plan. (m) "Section 409A" shall mean Section 409A of the Internal Revenue Code of 1986, as amended, and the guidance issued thereunder. (n) "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 Plan" shall mean the FARO Technologies, Inc. 2014 Incentive Plan, as amended from time to time, or any successor equity plan adopted by the Corporation. View More

Definitions. Capitalized terms used but not defined in this Eleventh Amendment (including in the recitals above) shall have the meanings assigned to such terms in the Partnership Agreement.

Definitions. As used in this Agreement: Page 4 1745976-1 "Cause" means a conviction of a felony or any fraudulent or willful misconduct by Grantee that is materially and demonstrably injurious to the business or reputation of LNC or its affiliates. With respect to a Grantee who is a member of LNC's Senior Management Committee, Cause shall be determined in the sole discretion of the Committee. For any other Grantee, Cause shall be determined in the sole discretion of LNC's Chief Human Resources Officer. "Reti...res" or "Retirement" means Grantee's Separation from Service from LNC or any Subsidiary at age 55 or older with at least five (5) years of Service. "Service" means Grantee's continuous service as a common law employee of, or as a planner with a full-time agent's contract with, LNC or any Subsidiary. Service as a common law employee is the period of time Grantee is on the payroll of LNC or a Subsidiary but prior to the time the Grantee has had a Separation from Service. Service as a planner is the period of time Grantee's full-time agent's contract is in effect but prior to the time the Grantee has had a Separation from Service. "Separation from Service" has the meaning given such term in Code section 409A and the regulations issued thereunder. "Subsidiary" means a corporation in which LNC has ownership of at least twenty-five percent. "Total Disability" means (as determined by the Committee) a disability that results in Grantee being unable to engage in any occupation or employment for wage or profit for which Grantee is, or becomes, reasonably qualified by training, education or experience. In addition, the disability must have lasted six (6) months and be expected to continue for at least six (6) more months or be expected to continue unto death. View More

Definitions. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Credit Agreement. SECTION 2. Amendment to Forbearance Agreement. Clause (i) of Recital G. of the Forbearance Agreement is hereby amended and restated to read as follows: "(i) 11:59 p.m. ET on October 19, 2018 or". SECTION 3. Representations and Warranties. Each of the Parent, the Borrower and the Guarantor hereby represents and warrants to the Administrative Agent and the Lenders that the representation...s and warranties set forth in Section 4 of the Forbearance Agreement are true and correct on and as of the date hereof. SECTION 4. Direction. The Lenders executing this Agreement hereby direct the Administrative Agent to execute and deliver this Agreement and to perform its obligations hereunder. Each Lender represents that it is a Lender under the Credit Agreement and is not a Defaulting Lender. SECTION 5. Miscellaneous. The provisions of Sections 6 through 15 of the Forbearance Agreement are incorporated herein by reference as though such provisions were fully set forth verbatim herein and shall apply to this Agreement mutatis mutandis. View More

Definitions. Except as otherwise expressly provided herein, capitalized terms used in this First Amendment shall have the meanings given in the Credit Agreement, and the rules of interpretation set forth in the Credit Agreement shall apply to this First Amendment.

Definitions. Unless otherwise defined in this Agreement, each capitalized term in this Agreement shall have the meaning given to it in The Progressive Corporation 2010 Equity Incentive Plan, as amended (collectively, the "Plan"). References herein to performance results of the Company mean the applicable results achieved by the Subsidiaries and Affiliate of the Company.

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, from and after the date hereof, refer to the Credit Agreement as amended hereby.

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" 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" shall have the meaning as defined in the Plan. "Executive Officer" shall mean an officer of the Company de...signated as such for purposes of Section 16 of the Securities Exchange Act of 1934, as amended. "Grant Date" shall mean the date of the award of the RSUs 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). "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 Retirement" shall mean: (i) retirement by the 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 is a director of the Company, retirement either (A) after reaching the applicable mandatory retirement age at retirement or (B) at the 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. Whenever the following terms are used in this Agreement, they shall have the meanings set forth below. Capitalized terms not otherwise defined herein shall have the same meanings as in the Plan. (a) CIC Termination: The term "CIC Termination" shall have the meaning set forth in Section 3(c) of this Agreement. (b) Confidential Information: The term "Confidential Information" shall have the meaning set forth in Section 5(c) of this Agreement. (c) Employment: The term "Employment" shall mean (i) th...e Participant's employment if the Participant is an employee of the Company or any of its Affiliates or Subsidiaries, (ii) the Participant's services as a consultant, if the Participant is a consultant to the Company or any of its Affiliates or Subsidiaries and (iii) the Participant's services as a non-employee director, if the Participant is a non-employee member of the Board. (d) Employment Agreement Covenants: The term "Employment Agreement Covenants" shall have the meaning set forth in Section 5(a) of this Agreement. (e) Good Reason: The term "Good Reason" shall have the meaning set forth in any employment, consulting or similar agreement between the Participant and the Company or an Affiliate in effect on the Termination Date or any severance plan of the Company or any of its Subsidiaries in which the Participant participates, if any. (f) Immediate Family Members: The term "Immediate Family Members" shall have the meaning set forth in Section 8(b) of this Agreement. (g) Plan: The term "Plan" shall mean the CHC Group Ltd. 2013 Omnibus Incentive Plan, as amended from time to time. (h) Restricted Period: The term "Restricted Period" shall have the meaning set forth in Section 3 of this Agreement. (i) Retirement: The term "Retirement" shall mean a Termination by the Participant that occurs either: (i) on or after the date on which the Participant attains the age of sixty (60) and has completed at least five (5) years of service with the Company or any of its Subsidiaries, or (ii) on or after the date on which the Participant attains the age of fifty-five (55) and has completed at least ten (10) years of service with the Company or any of its Subsidiaries. (j) Termination Date: The term "Termination Date" shall mean the date upon which the Participant's Employment terminates for any reason. 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 a legal holiday or a day on which banking institutions in the State of New York or State of Nevada are authorized or required by law or other government action to close. "Conversion Price" shall be 50% of the lowest Per Share Market Value of the five (5) Trading Days immediately preceding a Conversion Date. "Exchange Act" means the Securities Ex...change Act of 1934, as amended. "Trading Day" means (a) a day on which the shares of Common Stock are traded on such Subsequent Market on which the shares of Common Stock are then listed or quoted, or (b) if the shares of Common Stock are not listed on a Subsequent 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) 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) 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. View More