Definitions Contract Clauses (26,161)

Definitions. (a) "Board" means eBay's Board of Directors. (b) "Code" means the Internal Revenue Code of 1986, as amended, or the corresponding provisions of any subsequent federal internal revenue law. (c) "Committee" means the Compensation Committee of eBay's Board of Directors (and any committee to which the Compensation Committee has delegated its authority as set forth in Section 3(b) hereof); in any event the Committee shall be comprised of not less than two directors of the Company, each of whom shall ...qualify in all respects as an "outside director" for purposes of Section 162(m) of the Code. (d) "eBay" or "Company" means eBay Inc. or any corporation or business entity of which eBay (i) directly or indirectly has an ownership interest of 50% or more, or (ii) has a right to elect or appoint 50% or more of the board of directors or other governing body. (e) "Eligible Employee" means all active regular full-time and part-time employees who are notified by the Company are eligible to participate in the Plan. (f) "Incentive Award" means any cash or equity incentive payment made under the Plan. (g) "Performance Period" means the period in which performance is measured for which Incentive Awards are paid, as determined by the Committee. (h) "Plan" means this plan, which shall be known as the eBay Incentive Plan or eIP. (i) "Plan Year" means the calendar year. View More

Definitions. (a) "Cause" means one of the following reasons for which the Executive's employment with the Company is terminated: (1) Executive's willful or grossly negligent misconduct that is materially injurious to the Company; (2) Executive's embezzlement or misappropriation of funds or property of the Company; (3) Executive's conviction of a felony or the entrance of a plea of guilty or nolo contendere to a felony; (4) Executive's conviction of any crime involving fraud, dishonesty, moral turpitude or br...each of trust or the entrance of a plea of guilty or nolo contendere to such a crime; or (5) Executive's willful failure or refusal by Executive to devote his full business time (other than on account of disability or approved leave) and attention to the performance of his duties and responsibilities if such breach has not been cured within 15 days after written notice thereof is given to the Executive by the Board. (b) For the purposes of this Agreement, "Good Reason" shall exist upon: (1) a material and adverse change in Executive's status or position(s) as an officer or management employee of the Company, including, without limitation, any adverse change in his status or position as an employee of the Company as a result of a material diminution in his duties or responsibilities (other than, if applicable, any such change directly attributable to the fact that the Company is no longer publicly owned) or the assignment to him of any duties or responsibilities which are materially inconsistent with such status or position(s) (other than any isolated and inadvertent failure by the Company that is cured promptly upon his giving notice), or any removal of Executive from or any failure to reappoint or reelect him to such position(s) (except in connection with Executive's termination other than for Good Reason); (2) a 10% or greater reduction in Executive's aggregate Base Salary and targeted bonus, other than any such reduction proportionately consistent with a general reduction of pay across the executive staff as a group, as an economic or strategic measure due to poor financial performance by the Company; (3) Company's requiring Executive to be based at an office that is both more than 50 miles from where his office is located and further from his then current residence; or (4) a material breach by the Company of this Agreement; provided, however, that if any of the conditions in this Section 3(b) exists, Executive must provide notice to the Company no more than ninety (90) calendar days following the initial existence of the condition and his intention to terminate his employment for Good Reason. Upon such notice, the Company shall have a period of thirty (30) calendar days during which it may remedy the condition. (c) For the purposes of this Agreement, the term "Disability" shall have the meaning given that term under the Trex Company, Inc. disability plan carrier, as in effect at the time a determination of Disability is to be made. (d) For the purposes of this Agreement, the term "Final Pay" shall be defined as the sum of (1) Executive's Base Salary in effect at the time employment terminates (without taking into consideration a reduction in Base Salary which constitutes "Good Reason" as provided in Section 3(b)(2) above), and (2) the greater of (A) Executive's targeted cash bonus for the year immediately prior to the year in which employment terminates or (B) the actual cash bonus earned by the Executive for the year immediately prior to the year in which employment terminates. (e) For the purposes of this Agreement, the term "Administrator" means the Compensation Committee of the Board of Directors or such other person or persons appointed from time to time by the Committee. View More

Definitions. Obligations. The term "Obligations", as used in this Note refers to any and all indebtedness and other obligations under this Note of Maker to BCC.

Definitions. When capitalized herein, the following terms are defined as indicated: "Board" means the Board of Directors of a Company. "CEO" means the chief executive officer of a Company. "Chairman" means the Chairman of the Board and Chief Executive Officer of EIX. "Code" means the Internal Revenue Code of 1986, as amended. "Company" means EIX or a participating affiliate. "Committee" means the Compensation and Executive Personnel Committee of the EIX Board of Directors. Where the context requires with res...pect to officers and other participating employees of Southern California Edison Company, "Committee" shall also mean the Compensation and Executive Personnel Committee of the Southern California Edison Company Board of Directors. "Participant" means the Chairman, president, executive vice presidents, senior vice presidents, elected vice presidents, and senior managers whose participation in this Plan has been approved by the Committee, Chairman or Board. "Plan" means the Edison International Executive Incentive Compensation Plan. View More

Definitions. The following definitions shall apply to these Terms and Conditions: (a) Control Change Date means the date on which a Change in Control (as defined below) occurs. If a Change in Control occurs on account of a series of trans­actions, the Control Change Date is the date of the last of such transactions. 3 (b) Change in Control is defined in the Company's Amended and Restated 2004 Equity Incentive Plan, or any successor thereto. (c) Normal Retirement means the voluntary separation by Participant ...from the employment of the Company or an Affiliate on or after the date Participant has reached age sixty-five. (d) Severance Agreement means the Amended and Restated Severance Agreement between the Company and the Participant, dated as of February 3, 2014, including any amendments thereto and any successor agreement that provides for the payment of severance benefits to the Participant. View More

Definitions. The following terms shall have the definitions set forth in this Section 1: (a) "Business Day" means any day on which banks are open for business in both the State of California and the State of New York. (b) "Common Stock" means the Company's common stock, par value $0.0001 per Share. (c) "Conversion Price" will be the lower of (a) $0.05 per share or (b) a discount of thirty percent (30%) from the average of the closing price of the Company's Common Stock (on the principal exchange or market in... which the Company's Common Stock trades) for the fourteen (14) trading days prior to DMBM's submission of a conversion notice to the Company. (d) "Shares" means shares of Common Stock. (e) "Trading Day" means a calendar day on which the Shares are quoted for trading on the Trading Market. (f) "Trading Market" means the following markets or exchanges on which the Shares are listed or quoted for trading on the date in question: The Over The Counter Bulletin Board, the PinkSheets, the Nasdaq SmallCap Market, the American Stock Exchange, the New York Stock Exchange, the Nasdaq National Market, the Toronto Stock Exchange, the TSX Venture Exchange, or any other securities exchange registered with the United States Securities and Exchange Commission. View More

Definitions. Capitalized terms used herein without definition shall have the meanings assigned to them in the Separation Agreement. In addition to terms defined elsewhere in this Agreement, the following terms shall have the following meanings for purposes of this Agreement: (a) "Existing Packaging" means any packaging, including as used for existing inventory and including cartons and other packaging used in shipping, that is included in the EPC Assets and that bears any of the Licensed Trademarks. (b) "Exi...sting Promotional Materials" means those advertising, marketing, sales, and promotional materials (including interior and exterior signage) in existence as of the Effective Time that bear any of the Licensed Trademarks and are included in the EPC Assets. (c) "Licensed Trademarks" means those trademarks, service marks, trade names, and logos identified on Exhibit A attached hereto. View More

Definitions. For purposes of this Agreement, the following terms shall have the meanings indicated: (a) "Change in Control" shall have the meaning set forth in the Change in Control Agreement. (b) "Change in Control Agreement" shall mean that Change in Control Agreement Between The Men's Wearhouse, Inc. and the Executive dated effective May 15, 2009. (c) "Common Stock" shall mean the common stock of the Company, $.01 par value per share (or such other par value as may be designated by act of the Company's sh...areholders). (d) "Deferred Stock Unit" shall mean a Deferred Stock Unit issued under the Plan that is subject to the Forfeiture Restrictions. (e) "EBIT" shall mean consolidated earnings before interest and taxes; provided, that all items of gain, loss, or expense for the annual performance period, and such other items utilized in measuring the achievement of performance goals for the performance period, determined to be extraordinary, unusual in nature, infrequent in occurrence, related to the acquisition or disposal of a business, or related to a change in accounting principle, all as determined in accordance with standards established by the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 225-20, Income Statement, Extraordinary and Unusual Items, and FASB ASC 830-10, Foreign Currency Matters, overall, other applicable accounting rules, or consistent with the Company's policies and practices for measuring the achievement of performance goals on the date the Committee establishes the For Named Executive Officer with Change in Control Agreement performance goals may be included or excluded in calculating whether a performance goal has been achieved. In addition, in measuring the achievement of performance goals, any shares outstanding used in calculating earnings per share shall not be reduced for any shares repurchased by the Company during the performance period under any share repurchase authorization by the Board. (f) "Event of Termination for Cause" shall have the meaning set forth in the Change in Control Agreement. (g) "Event of Termination for Good Reason" shall have the meaning set forth in the Change in Control Agreement. (h) "Forfeiture Restrictions" shall mean the prohibitions and restrictions set forth herein with respect to the sale or other disposition of the Deferred Stock Units issued to the Executive hereunder and the obligation to forfeit and surrender such Deferred Stock Units to the Company. (i) "Person" shall have the meaning set forth in the Change in Control Agreement. (j) "Section 409A" means section 409A of the Internal Revenue Code of 1986, as amended, and the Department of Treasury rules and regulations issued thereunder. (k) "Separation From Service" has the meaning ascribed to that term under Section 409A. (l) "Specified Employee" has the meaning ascribed to that term under Section 409A. Capitalized terms not otherwise defined in this Agreement shall have the meanings given to such terms in the Plan. View More

Definitions. As used in this Agreement: (a) "Annual Compensation" means the total of: (i) one year of base salary, at the highest base salary rate that you were paid by the Company in the 12-month period prior to the date of your Separation from Service (the "Look-Back Period"); and (ii) 100% of the greatest target annual bonus target for which you were eligible within the Look-Back Period. (b) "Cause" means (i) your commission of, conviction for, plea of guilty or nolo contendere to a felony or a crime invo...lving moral turpitude; (ii) engaging in conduct that constitutes fraud, gross negligence or willful misconduct that results or would reasonably be expected to result in material harm to the Company or its business or reputation; (iii) breach of any material terms of your employment, including any of the Company's policies or code of conduct; or (iv) failure to perform your duties for the Company. (c) "Change in Control" has the meaning ascribed to such term in the Long Term Incentive Plan. (d) "Code" means the Internal Revenue Code of 1986, as amended. (e) "Company" means Memorial Resource Development Corp., and any successor as provided in Section 7 hereof. (f) "Disability" means that, at the time you Separate from Service, you have been unable to perform the duties of your position for a period of 180 consecutive days as the result of your incapacity due to physical or mental illness. (g) "Good Reason" means the occurrence of one of the following without your express written consent (i) a material reduction of your duties, position or responsibilities, or your removal from such position and responsibilities, unless you are offered a comparable position (i.e., a position of equal or greater organizational level, duties, authority, compensation, title and status); (ii) a material reduction by the Company of your base compensation (base salary and target bonus) as in effect immediately prior to such reduction; or (iii) you are requested to relocate (except for office relocations that would not increase your one way commute by more than 50 miles); provided, that any such event shall not constitute Good Reason unless and until you shall have provided the Company with written notice thereof no later than thirty (30) days following your knowledge of the initial occurrence of such event and the Company shall have failed to fully remedy such event within thirty (30) days of receipt of such notice. (h) "Long Term Incentive Plan" means the Memorial Resource Development Corp. 2014 Long Term Incentive Plan. (i) "Qualifying Termination" means your Separation from Service on account of (i) an involuntary termination by the Company without Cause or (ii) your voluntary resignation for Good Reason; provided, that such Good Reason must have occurred within six (6) months prior to, or six (6) months following, a Change in Control and provided further, that with respect to clauses (i) and (ii), such Separation from Service must occur within six (6) months prior to, or twenty-four (24) months following, a Change in Control. (j) "Separation from Service" or "Separates from Service" means a termination of employment with the Company Group that the Company determines is a Separation from Service in accordance with Section 409A of the Code. (k) "Severance Payment" means the payment of severance compensation as provided in Section 3 of this Agreement. 2 (l) "Specified Employee" means a "specified employee" within the meaning of that term under Section 409A(a)(2)(B) of the Code and using the identification methodology selected by the Employer from time to time in accordance therewith, or if none, the default methodology set forth therein. View More

Definitions. For purposes of the Plan, the following terms shall have the meanings set forth below: 2.1 "Award" means an award or grant made to a Participant under Sections 6, 7, 8 and/or 9 of the Plan. 2.2 "Award Agreement" means the agreement executed by a Participant pursuant to Sections 3.2 and 15.7 of the Plan in connection with the granting of an Award. 2.3 "Board" means the Board of Directors of the Company, as constituted from time to time. 2.4 "Code" means the Internal Revenue Code of 1986, as in ef...fect and as amended from time to time, or any successor statute thereto, together with any rules, regulations and interpretations promulgated thereunder or with respect thereto. 2.5 "Committee" means the committee of the Board established to administer the Plan, as described in Section 3 of the Plan, or if no such committee has been appointed or established, the Board. 2.6 "Common Stock" means the Common Stock, par value $0.006 per share, of the Company, or any security of the Company issued by the Company in substitution or exchange therefor. 2.7 "Company" means Marina Biotech, Inc., a Delaware corporation, or any successor entity to Marina Biotech, Inc. 2.8 "Exchange Act" means the Securities Exchange Act of 1934, as in effect and as amended from time to time, or any successor statute thereto, together with any rules, regulations and interpretations promulgated thereunder or with respect thereto. 2.9 "Fair Market Value" means on, or with respect to, any given date(s), the average of the highest and lowest market prices of the Common Stock, as reported on a public exchange for such date(s) or, if the Common Stock was not traded on such date(s), on the next preceding day or days on which the Common Stock was traded. If at any time the Common Stock is not traded on an exchange, the Fair Market Value of a share of the Common Stock shall be determined in good faith by the Board. 2.10 "Incentive Stock Option" means any stock option granted pursuant to the provisions of Section 6 of the Plan (and the relevant Award Agreement) that is intended to be (and is specifically designated as) an "incentive stock option" within the meaning of Section 422 of the Code. 2.11 "Non-Qualified Stock Option" means any stock option granted pursuant to the provisions of Section 6 of the Plan (and the relevant Award Agreement) that is not (and is specifically designated as not being) an Incentive Stock Option. 2.12 "Participant" means any individual who is selected from time to time under Section 5 to receive an Award under the Plan. 2.13 "Performance Units" means the monetary units granted under Section 9 of the Plan and the relevant Award Agreement. 1 2.14 "Plan" means the Marina Biotech, Inc. 2014 Long-Term Incentive Plan, as set forth herein and as in effect and as amended from time to time (together with any rules and regulations promulgated by the Committee with respect thereto). 2.15 "Restricted Shares" means the restricted shares of Common Stock granted pursuant to the provisions of Section 8 of the Plan and the relevant Award Agreement. 2.16 "Stock Appreciation Right" means an Award described in Section 7.2 of the Plan and granted pursuant to the provisions of Section 7 of the Plan. 2.17 "Subsidiary(ies)" means any corporation (other than the Company), trust, partnership or limited liability company in an unbroken chain of entities, including and beginning with the Company, if each of such entities, other than the last entity in the unbroken chain, owns, directly or indirectly, more than fifty percent (50%) of the voting shares, partnership, beneficial or membership interests in one of the other entities in such chain. View More