Grouped Into 476 Collections of Similar Clauses From Business Contracts
This page contains Definitions clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Definitions. "Affiliate(s)" means any corporation, company, partnership, joint venture, firm and/or entity which controls, is controlled by, or is under common control with, a Party. Such control may be demonstrated by present or future ownership or control of fifty percent (50%) or more of the shares or other securities entitled to vote for election of directors (or other managing authority). Any such corporation, company, partnership, joint venture or other entity shall be deemed to be an Affiliate of such... party only so long as such control or ownership exists. Atmel – UniPixel Confidential 5 Atmel-UniPixel IPLA 1.2. "Intellectual Property" excludes Patents and Trademarks, but otherwise means any and all intellectual property rights, including without limitation, (a) trade secrets, proprietary or confidential information, supplier and customer information, inventions, know-how, formulae and processes, software and firmware, schematics, circuit designs, architectures, design databases, documentation, invention disclosures; and (b) copyrights, copyright registrations, copyright applications, moral rights, designs, industrial designs and registrations and applications therefor. 1.3. "Licensable" means that Licensor has the right and ability as of the Effective Date or during the term of this Agreement to license the respective right to Licensee under the terms of this Agreement without payment of consideration by, or other detriment to, Licensor. 1.4. "Licensed XSense Products" means capacitive touch sensors comprising fine lines of copper metal printed on flexible plastic film. 1.5. "Licensed XSense IP" excludes Patents and Trademarks but otherwise means all Intellectual Property necessary to make, use, offer for sale, sell, import, or otherwise dispose of Licensed Xsense Products. Notwithstanding anything to the contrary herein, the following are not included in the Licensed XSense IP: (x) Intellectual Property related to microcontrollers, even when such Intellectual Property is directed to using a microcontroller as a touch sensor controller, (y) Intellectual Property related to biometric authentication generally, including without limitation fingerprint sensing in particular, even when such Intellectual Property is directed to capacitive sensing using fine lines of metal printed on plastic film, and (z) any Intellectual Property owned by any future assignee, transferee, or successor of Licensor with respect to this Agreement, or by any entity with which Licensor undergoes a merger or acquisition, to the extent such Intellectual Property was not acquired from Licensor. Atmel – UniPixel Confidential 5 Atmel-UniPixel IPLA 1.6. "Patents" means any and all patents, patent applications, continuation applications, continuation-in-part applications, divisional applications, reissue applications, or any other patents or patent applications in any country or countries of the world. 1.7. "Third-Party Manufacturer" means a party undertaking the manufacturing activity under Licensee's ‘have made' rights of Section 2.1. The Parties agree there may be more than one Third-Party Manufacturer under the terms of this Agreement. 1.8. "Trademarks" means trademarks, trademark registrations, trademark applications, service marks, service mark registrations, service mark applications, and any other legal rights of a similar nature to the above.View More
Definitions. "Affiliate(s)" means any corporation, company, partnership, joint venture, firm and/or entity which controls, is controlled by, or is under common control with, a Party. Such control may be demonstrated by present or future ownership or control of fifty percent (50%) or more of the shares or other securities entitled to vote for election of directors (or other managing authority). Any such corporation, company, partnership, joint venture or other entity shall be deemed to be an Affiliate of such... party only so long as such control or ownership exists. Atmel CIT – UniPixel Confidential 5 Atmel-UniPixel CIT-UniPixel IPLA 1.2. "Intellectual Property" excludes Patents and Trademarks, but otherwise means any and all intellectual property rights, including without limitation, (a) trade secrets, proprietary or confidential information, supplier and customer information, inventions, know-how, formulae and processes, software and firmware, schematics, circuit designs, architectures, design databases, documentation, invention disclosures; and (b) copyrights, copyright registrations, copyright applications, moral rights, designs, industrial designs and registrations and applications therefor. 1.3. "Licensable" means that Licensor has the right and ability as of the Effective Date or during the term of this Agreement to license the respective right to Licensee under the terms of this Agreement without payment of consideration by, or other detriment to, Licensor. 1.4. "Licensed XSense FLT Products" means capacitive touch sensors comprising fine lines of copper metal printed on flexible plastic film. 1.5. "Licensed XSense FLT IP" excludes Patents and Trademarks but otherwise means all Intellectual Property which is owned or Licensable by the Licensor as at the Effective Date and which is necessary to make, make (including the equipment used and methods of such manufacture), use, offer for sale, sell, import, or otherwise dispose of Licensed Xsense FLT Products. Notwithstanding anything to the contrary herein, the following are not included in the Licensed XSense FLT IP: (x) Intellectual Property related to microcontrollers, even when such Intellectual Property is directed to using a microcontroller as a touch sensor controller, (y) Intellectual Property related to biometric authentication generally, including without limitation fingerprint sensing in particular, even when such Intellectual Property is directed to capacitive sensing using fine lines of metal printed on plastic film, and (z) any Intellectual Property owned by any future assignee, transferee, or successor of Licensor with respect to this Agreement, or by any entity with which Licensor undergoes a merger or acquisition, to the extent such Intellectual Property was not acquired from Licensor. Atmel – UniPixel Confidential 5 Atmel-UniPixel IPLA 1.6. "Patents" means any and all patents, patent applications, continuation applications, continuation-in-part applications, divisional applications, reissue applications, or any other patents or patent applications in any country or countries of the world. CIT – UniPixel Confidential 5 CIT-UniPixel IPLA 1.7. "Third-Party Manufacturer" means a party undertaking the manufacturing activity under Licensee's ‘have made' rights of Section 2.1. The Parties agree there may be more than one Third-Party Manufacturer under the terms of this Agreement. 1.8. "Trademarks" means trademarks, trademark registrations, trademark applications, service marks, service mark registrations, service mark applications, and any other legal rights of a similar nature to the above. 1.9. "XSense Intellectual Property License Agreement" that certain XSense Non-Exclusive Intellectual Property License Agreement entered into between Atmel Corporation and UniPixel Inc. as of the date hereof. 1.10. "XSense Patent License Agreement" that certain XSense Non-Exclusive Patent License Agreement entered into between Atmel Corporation and UniPixel Inc. as of the date hereof. View More
Definitions. For the purposes of the Claims Review, the following definitions shall be used: a. Overpayment: The amount of money Amedisys has received in excess of the amount due and payable under any Federal health care program requirements, as determined by the IRO in connection with the claims reviews performed under this Appendix B, and which shall include any extrapolated Overpayments determined in accordance with Section A.3 of this Appendix B. b. Paid Claim: A claim submitted by Amedisys and for which... Amedisys has received reimbursement from Medicare. c. Population: The Population shall be defined as all Paid Claims for the Subject Facilities during the 12-month period covered by the Claims Review. d. Error Rate: The Error Rate shall be the percentage of net Overpayments identified in the sample. The net Overpayments shall be calculated by subtracting all underpayments identified in the sample from all gross Overpayments identified in the sample. (Note: Any potential cost settlements or other supplemental payments should not be included in the net Overpayment calculation. Rather, only underpayments identified as part of the Discovery Sample shall be included as part of the net Overpayment calculation.) The Error Rate is calculated by dividing the net Overpayment identified in the sample by the total dollar amount associated with the Paid Claims in the sample. e. Home Health Care Center: All Amedisys' locations using the same provider number. Amedisys, Inc. and Amedisys Holding, LLC Corporate Integrity Agreement Appendix B 2. Discovery Sample. The IRO shall randomly select and review a sample of 30 Paid Claims from each of the Subject Facilities, for a total of 300 Paid Claims (Discovery Sample). The Paid Claims shall be reviewed based on the supporting documentation available to Amedisys or under Amedisys's control and applicable billing and coding regulations and guidance to determine whether the claim was correctly coded, submitted, and reimbursed. If the Error Rate (as defined above) for the Discovery Sample is less than 5%, no additional sampling is required, nor is the Systems Review required. (Note: The guidelines listed above do not imply that this is an acceptable error rate. Accordingly, Amedisys should, as appropriate, further analyze any errors identified in the Discovery Sample. Amedisys recognizes that OIG or other HHS component, in its discretion and as authorized by statute, regulation, or other appropriate authority may also analyze or review Paid Claims included, or errors identified, in the Discovery Sample or any other segment of the universe.)View More
Definitions. For the purposes of the Claims Review, the following definitions shall be used: a. Overpayment: The amount of money Amedisys CareMed has received in excess of the amount due and payable under any Federal health care program requirements, program, as determined by the IRO in connection with the claims reviews performed under this Appendix B, and which shall include any extrapolated Overpayments determined in accordance with Section A.3 of this Appendix B. b. Paid Claim: A claim submitted by Amedi...sys CareMed and for which Amedisys CareMed has received reimbursement from Medicare. a Federal health care program. c. Population: The Population shall be defined as all Paid Claims for the Subject Facilities during the 12-month period covered by the Claims Review. d. Error Rate: The Error Rate shall be the percentage of net Overpayments identified in the sample. The net Overpayments shall be calculated by subtracting all underpayments identified in the sample from all gross Overpayments identified in the sample. (Note: Any potential cost settlements or other supplemental payments should not be included in the net Overpayment calculation. Rather, only underpayments identified as part of the Discovery Sample shall be included as part of the net Overpayment calculation.) The Error Rate is calculated by dividing the net Overpayment identified in the sample by the total dollar amount associated with the Paid Claims in the sample. e. Home Health Care Center: All Amedisys' locations using the same provider number. Amedisys, Inc. and Amedisys Holding, LLC Corporate Integrity Agreement Appendix B 41 2. Discovery Sample. The IRO shall randomly select and review a sample of 30 Paid Claims from each of the Subject Facilities, for a total of 300 100 Paid Claims (Discovery Sample). The Paid Claims shall be reviewed based on the supporting documentation available to Amedisys at CareMed's office or under Amedisys's control CareMed's control, (including but not limited to, an electronic or hard copy of the prescription, proof of delivery of the prescription, and any documentation relating to prior authorizations required by the payor for the prescription), applicable billing and coding regulations and guidance guidance, and Part D plan payment provisions to determine whether the claim was correctly coded, submitted, submitted and reimbursed. For each Paid Claim reviewed, the IRO should verify that CareMed maintained documentation of (1) the prescription or order for the drug, item, or supply dispensed; (2) the delivery of the drug, item, or supply; and (3) any required preauthorization. If the Error Rate (as defined above) for the Discovery Sample is less than 5%, no additional sampling is required, nor is the Systems Review required. (Note: The guidelines listed above do not imply that this is an acceptable error rate. Accordingly, Amedisys CareMed should, as appropriate, further analyze any errors identified in the Discovery Sample. Amedisys CareMed recognizes that OIG or other HHS component, in its discretion and as authorized by statute, regulation, or other appropriate authority may also analyze or review Paid Claims included, or errors identified, in the Discovery Sample or any other segment of the universe.) View More
Definitions. For purposes of Sections 10 through 15, the following terms shall have the meaning set forth below: a. Restricted Period. For purposes hereof, the term "Restricted Period" means the period beginning on the date of the signing of this offer and ending on the date that is twelve months from employee's date of termination. Notwithstanding the foregoing, the Restricted Period will terminate immediately upon the breach by the Company of its obligations under this Offer of Employment. The duration of ...the Restricted Period will be extended by the amount of any and all periods that Employee violates the covenants of any of Sections 10 and 11. b. Salary Continuation Period. Twelve months c. Competing Business. For the purposes hereof, the term "Competing Business" means consulting services, including any lines of business actively conducted by the Company during the period of Employee's employment with Company and at the time Employee's employment ends. d. Market Area. For purposes hereof, the term "Market Area" means the area within a 50 mile radius of any location in which Company has an office.View More
Definitions. For purposes of Sections 10 9 through 15, 14, the following terms shall have the meaning set forth below: a. Restricted Period. For purposes hereof, the term "Restricted Period" means the period beginning on the date of the signing of this offer and ending on the date that is twelve months from employee's date of termination. Notwithstanding the foregoing, the Restricted Period will terminate immediately upon the breach by the Company of its obligations under this Offer of Employment. The durati...on of the Restricted Period will be extended by the amount of any and all periods that Employee violates the covenants of any of Sections 9 and 10. and 11. b. Salary Continuation Period. Twelve months months. c. Competing Business. For the purposes hereof, the term "Competing Business" means consulting services, including any lines of business actively conducted by the Company during the period of Employee's employment with Company and at the time Employee's employment ends. d. Market Area. For purposes hereof, the term "Market Area" means the area within a 50 mile radius of any location in which Company has an office. View More
Definitions. 14.1 "Accrued Rights" means (i) any Base Salary earned by Officer through, but not paid to Officer as of the Separation Date; (ii) Officer's Target Bonus for 2014 (in full), to the extent not already paid to Officer; (iii) Officer's "Special Bonus," as approved by the Committee on August 29, 2014 to the extent not already paid to Officer; (iv) a prorated portion of Officer's 2015 Target Bonus determined by multiplying the 2015 Target Bonus by a fraction, the numerator of which equals the number ...of days elapsed in 2015 through the Separation Date and the denominator of which equals 365 (and, for the avoidance of doubt, this amount shall equal zero if the Separation Date occurs in 2014); and (v) any vested employee benefits to which Officer is entitled as of the Separation Date (including properly incurred but unreimbursed business expenses submitted for reimbursement on or prior to the Separation Date) under the employee benefit plans of the Company (excluding any severance payments or benefits under any (A) plans, policies or programs of the Company or any of its affiliates or (B) agreements or arrangements with Officer, in each case, which shall not constitute Accrued Rights hereunder). 14.2 "Base Salary" shall mean Officer's annual base salary as currently in effect on August 31, 2015 disregarding any decrease that may occur between the Effective Date and the Retention Date. 14.3 "Cause" shall have the meaning set forth in the Employment Agreement. 14.4 "Code" shall mean the Internal Revenue Code of 1986, as amended from time to time. 14.5 "Committee" shall mean the Compensation Committee of the Board of Directors of the Company. 14.6 "Separation Date" shall mean Officer's final day of employment with the Company. 14.7 "Target Bonus Opportunity" shall mean the annual target bonus communicated to Officer for determining cash bonus opportunity, which is calculated as a percentage of Officer's Base Salary, disregarding any reduction that may occur between the Effective Date and the Retention Date or Separation Date, as applicable. 14.8 "Target Bonus" shall mean Officer's Target Bonus Opportunity for 2015 (or, if the Separation Date occurs in 2014, for 2014) multiplied by Officer's Base Salary.View More
Definitions. 14.1 "Accrued Rights" means (i) any Base Salary earned by Officer through, but not paid to Officer as of the Separation Date; (ii) Officer's Target Bonus for 2014 (in full), to the extent not already paid to Officer; (iii) Officer's "Special Bonus," as approved by the Committee on August 29, 2014 to the extent not already paid to Officer; (iv) a prorated portion of Officer's 2015 Target Bonus determined by multiplying the 2015 Target Bonus by a fraction, the numerator of which equals the number ...of days elapsed in 2015 through the Separation Date and the denominator of which equals 365 (and, for the avoidance of doubt, this amount shall equal zero if the Separation Date occurs in 2014); and (v) any vested employee benefits to which Officer is entitled as of the Separation Date (including properly incurred but unreimbursed business expenses submitted for reimbursement on or prior to the Separation Date) under the employee benefit plans of the Company (excluding any severance payments or benefits under any (A) plans, policies or programs of the Company or any of its affiliates or (B) agreements or arrangements with Officer, in each case, which shall not constitute Accrued Rights hereunder). 14.2 "Base Salary" shall mean Officer's annual base salary as currently in effect on August 31, 2015 disregarding any decrease that may occur between the Effective Date and the Retention Date. 14.3 "Cause" shall have means the meaning set forth occurrence of any of the following events: (a) Officer's commission of any serious crime involving fraud, dishonesty or a breach of trust as to the Company (including but not limited to, misrepresentation, embezzlement, or misappropriation); (b) Officer's material violation of either (i) any applicable confidential and proprietary information policy of the Company or (ii) any applicable code of conduct policy of the Company, as then in effect; (c) Officer's conviction, guilty plea, deferred adjudication or other trial diversion regarding any felony or any crime involving moral turpitude; or (d) Officer's failure to perform his/her duties in any material respect (other than any failure resulting from Officer's incapacity due to physical or mental illness or disability) or Officer's gross negligence or intentional misconduct in the Employment Agreement. performance of his/her duties, including any act or acts which affect the image or reputation of the Company or which result in material financial loss to any part of the Company. Notwithstanding the immediately preceding item (d), any of the circumstances described in said item (d) may not serve as the basis for Cause unless (x) the Company provides written notice to Officer within thirty (30) days following the Company's initial knowledge of the existence and effect of the event(s) constituting Cause and (y) Officer fails to cure such event(s) within thirty (30) days after receipt of such notice. Furthermore, no act or failure to act by Officer shall be considered "intentional" unless done or omitted to be done by Officer in bad faith and without reasonable belief that his/her action or omission was in the best interests of the Company. 14.4 "COBRA" shall mean the group health plan continuation coverage provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985 and any applicable regulations promulgated thereunder. 14.5 "Code" shall mean the Internal Revenue Code of 1986, as amended from time to time. 14.5 14.6 "Committee" shall mean the Compensation Committee of the Board of Directors of the Company. 14.6 14.7 "Separation Date" shall mean Officer's final day of employment with the Company. 14.7 14.8 "Target Bonus Opportunity" shall mean the annual target bonus communicated to Officer for determining cash bonus opportunity, which is calculated as a percentage of Officer's Base Salary, disregarding any reduction that may occur between the Effective Date and the Retention Date or Separation Date, as applicable. 14.8 14.9 "Target Bonus" shall mean Officer's Target Bonus Opportunity for 2015 (or, if the Separation Date occurs in 2014, for 2014) multiplied by Officer's Base Salary. View More
Definitions. Terms used herein shall have the meanings set forth on Annex A attached hereto. Terms used but not defined in this Guaranty shall have the meanings set forth in that certain Amended & Restated Loan Agreement (PF), dated as of August 12, 2014, by and among the Borrowers and Bank of America, N.A., as administrative agent (in such capacity, and including any permitted successors or assigns, the "Administrative Agent") and the Lenders (as amended, supplemented, amended and restated or otherwise modi...fied from time to time, the "Loan Agreement"), and the rules of construction set forth therein shall apply hereto.View More
Definitions. Terms used herein shall have the meanings set forth on Annex A attached hereto. Terms used but not defined in this Guaranty shall have the meanings set forth in that certain Amended & Restated Loan Agreement (PF), (G&I), dated as of August 12, 2014, by and among the Borrowers and Bank of America, N.A., as administrative agent (in such capacity, and including any permitted successors or assigns, the "Administrative Agent") and the Lenders (as amended, supplemented, amended and restated or otherwi...se modified from time to time, the "Loan Agreement"), and the rules of construction set forth therein shall apply hereto. View More
Definitions. (a) Additional Definitions. As used herein, the following terms shall have the following meanings given to them below, and the Loan Agreement and the other Loan Documents are hereby amended to include, in addition and not in limitation, the following: (i) "Amendment No. 3" means Amendment No. 3 to Second Amended and Restated Loan and Security Agreement, dated as of June 30, 2014, by and among Agents, Lenders, Borrowers and Guarantors, as the same now exists or may hereafter be amended, modified,... supplemented, extended, renewed, restated, restructured, refinanced or replaced. (ii) "Amendment No. 3 Effective Date" means the date on which all conditions precedent to Amendment No. 3 have been satisfied. (b) Amendments to Definitions. (i) The definition of "Accommodation Termination Date" set forth in Section 1.1 of the Loan Agreement is hereby amended and restated in its entirety to read as follows: ""Accommodation Termination Date" means the earlier of (i) July 15, 2014 and (ii) the "Forbearance Termination Date" (as such term is defined in the Term Loan Forbearance Agreement)." (ii) The definition of "Term Loan Forbearance Agreement" set forth in Section 1.1 of the Loan Agreement is hereby amended and restated in its entirety to read as follows: ""Term Loan Forbearance Agreement" means the Forbearance Agreement, dated as of May 30, 2014, by and among Anchor and Oneida, as borrowers, the Guarantors, the Term Loan Lenders party thereto, and Term Loan Agent, as amended by that certain Amendment No.1 to Forbearance Agreement entered into as of June 30, 2014." (c) Interpretation. Capitalized terms used herein which are not otherwise defined herein shall have the respective meanings ascribed thereto in the Loan Agreement.View More
Definitions. (a) Additional Definitions. As used herein, the following terms shall have the following meanings given to them below, and the Loan Agreement and the other Loan Documents are hereby amended to include, in addition and not in limitation, the following: (i) "Amendment No. 3" 5" means Amendment No. 3 No.5 to Second Amended and Restated Loan and Security Agreement, dated as of June 30, July 22, 2014, by and among Agents, Lenders, Borrowers and Guarantors, as the same now exists or may hereafter be a...mended, modified, supplemented, extended, renewed, restated, restructured, refinanced or replaced. (ii) "Amendment No. 3 5 Effective Date" means the date on which all conditions precedent to Amendment No. 3 5 have been satisfied. (b) Amendments to Definitions. (i) The definition of "Accommodation Termination Date" set forth in Section 1.1 of the Loan Agreement is hereby amended and restated in its entirety to read as follows: ""Accommodation Termination Date" means the earlier of (i) July 15, 29, 2014 and (ii) the "Forbearance Termination Date" (as such term is defined in the Term Loan Forbearance Agreement)." (ii) The definition of "Term Loan Forbearance Agreement" set forth in Section 1.1 of the Loan Agreement is hereby amended and restated in its entirety to read as follows: ""Term Loan Forbearance Agreement" means the Forbearance Agreement, dated as of May 30, 2014, by and among Anchor and Oneida, as borrowers, the Guarantors, the Term Loan Lenders party thereto, and Term Loan Agent, as amended by that certain Amendment No.1 to Forbearance Agreement entered into as of June 30, 2014, Amendment No. 2 to Forbearance Agreement entered into as of July 15, 2014, and Amendment No. 3 to Forbearance Agreement entered into as of July 22, 2014." (c) Interpretation. Capitalized terms used herein which are not otherwise defined herein shall have the respective meanings ascribed thereto in the Loan Agreement. 2 2. Events of Default. As of the date hereof, Administrative Agent has not waived, is not by this Amendment No.5 waiving any Event of Default which may have occurred on or prior to the date hereof, whether or not continuing on the date hereof, or which may occur after the date hereof. View More
Definitions. For purposes of this Agreement, the terms used in this Agreement shall be subject to the following: A. Change in Control. The term "Change in Control" shall have the meaning ascribed to it in the Plan. B. Credited Service. A year of "Credited Service" shall mean a calendar year in which the Participant is paid for at least 1,000 hours of service (as defined in the frozen Hasbro Pension Plan) as an employee of the Company or of a Subsidiary of the Company. A Participant does not need to be, or ha...ve been, a participant in the Hasbro Pension Plan. C. Date of Termination. The Participant's "Date of Termination" shall be the first day occurring on or after the Grant Date on which the Participant is not employed (a "Termination of Employment") by the Company or any entity directly or indirectly controlled by the Company (a "Subsidiary"), regardless of the reason for the termination of employment; provided that a termination of employment shall not be deemed to occur by reason of a transfer of the Participant between the Company and a Subsidiary or between two Subsidiaries; and further provided that the Participant's employment shall not be considered terminated while the Participant is on a leave of absence from the Company or a Subsidiary approved by the Participant's employer. If, as a result of a sale or other transaction, the Participant's employer ceases to be a Subsidiary (and the Participant's employer is or becomes an entity that is separate from the Company), the occurrence of such transaction shall be treated as the Participant's Date of Termination caused by the Participant being discharged by the employer. D. Early Retirement Date. The term "Early Retirement Date" shall mean: the day on which a Participant who has attained age fifty-five (55), but has not reached age sixty-five (65), with ten (l0) or more years of Credited Service, retires. A Participant is eligible for early retirement on the first day of the calendar month coincidental with or immediately following the attainment of age fifty-five (55) and the completion of ten (l0) years of Credited Service, and "early retirement" shall mean retirement by an eligible Participant at the Early Retirement Date. E. Normal Retirement Date. The term "Normal Retirement Date" shall mean the day on which a Participant who has attained age sixty-five (65), with five (5) years of Credited Service, retires. A Participant is eligible for normal retirement on the first day of the calendar month coincident with or immediately following the Participant's attainment of age sixty-five (65) and completion of five (5) years of Credited Service, and "normal retirement" shall mean the retirement by an eligible Participant at the Normal Retirement Date. F. Permanent Physical or Mental Disability. The term "Permanent Physical or Mental Disability" shall mean the Participant's inability to perform his or her job or any position which the Participant can perform with his or her background and training by reason of any medically determinable physical or mental impairment which can be expected to result in death or to be of long, continued and indefinite duration. G. Plan Definitions. Except where the context clearly implies or indicates the contrary, a word, term, or phrase used in the Plan is similarly used in this Agreement.View More
Definitions. For purposes of this Agreement, the terms used in this Agreement shall be subject to the following: A. Change in Control. The term "Change in Control" shall have the meaning ascribed to it in the Plan. B. Credited Service. A year of "Credited Service" shall mean a calendar year in which the Participant is paid for at least 1,000 hours of service (as defined in the frozen Hasbro Pension Plan) as an employee of the Company or of a Subsidiary of the Company. A Participant does not need to be, or ha...ve been, a participant in the Hasbro Pension Plan. C. Date of Termination. The Participant's "Date of Termination" shall be the first day occurring on or after the Grant Date on which the Participant is not employed (a "Termination of Employment") by the Company or any entity directly or indirectly controlled by the Company (a "Subsidiary"), regardless of the reason for the termination Termination of employment; Employment; provided that a termination Termination of employment Employment shall not be deemed to occur by reason of a transfer of the Participant between the Company and a Subsidiary or between two Subsidiaries; and further provided that the Participant's employment shall not be considered terminated while the Participant is on a leave of absence from the Company or a Subsidiary approved by the Participant's employer. If, as a result of a sale or other transaction, the Participant's employer ceases to be a Subsidiary (and the Participant's employer is or becomes an entity that is separate from the Company), the occurrence of such transaction shall be treated as the Participant's Date of Termination caused by the Participant being discharged by the employer. D. Early Retirement Date. The term "Early Retirement Date" shall mean: the day on which a Participant who has attained age fifty-five (55), but has not reached age sixty-five (65), with ten (l0) or more years of Credited Service, retires. A Participant is eligible for early retirement on the first day of the calendar month coincidental with or immediately following the attainment of age fifty-five (55) and the completion of ten (l0) years of Credited Service, and "early retirement" shall mean retirement by an eligible Participant at the Early Retirement Date. E. Normal Retirement Date. The term "Normal Retirement Date" shall mean the day on which a Participant who has attained age sixty-five (65), with five (5) years of Credited Service, retires. A Participant is eligible for normal retirement on the first day of the calendar month coincident with or immediately following the Participant's attainment of age sixty-five (65) and completion of five (5) years of Credited Service, and "normal retirement" shall mean the retirement by an eligible Participant at the Normal Retirement Date. F. Permanent Physical or Mental Disability. The term "Permanent Physical or Mental Disability" shall mean the Participant's inability to perform his or her job or any position which the Participant can perform with his or her background and training by reason of any medically determinable physical or mental impairment which can be expected to result in death or to be of long, continued and indefinite duration. G. Plan Definitions. Except where the context clearly implies or indicates the contrary, a word, term, or phrase used in the Plan is similarly used in this Agreement. View More
Definitions. The term "Obligations" and all other capitalized terms used herein without definition shall have the respective meanings provided therefor in the Loan Agreement.
Definitions. The term "Obligations" and all other capitalized terms used herein without definition shall have the respective meanings provided therefor in the Loan Guarantor Security Agreement.
Definitions. Capitalized terms not otherwise defined herein shall have the same meanings as in the Plan. The following terms shall have the following meanings for purposes of this Agreement: (a) "Agreement" shall mean this Nonqualified Stock Option Agreement including (unless the context otherwise requires) the Award Notice and the appendix for non-U.S. Participants attached hereto as Appendix B. (b) "Award Notice" shall mean the notice to the Participant attached hereto as Exhibit A. (c) "Exercise Price" sh...all mean the "Exercise Price" listed in the Award Notice. (d) "Date of Grant" shall mean the "Date of Grant" listed in the Award Notice. (e) "Participant" shall mean the "Participant" listed in the Award Notice. (f) "Restrictive Covenant Violation" shall mean the Participant's breach of the Restrictive Covenants listed on Appendix A or any covenant regarding confidentiality, competitive activity, solicitation of the Company's vendors, suppliers, customers, or employees, or any similar provision applicable to or agreed to by the Participant. (g) "Shares" shall mean the number of shares of Common Stock listed in the Award Notice as "Number of Shares Subject to Option".View More
Definitions. Capitalized terms not otherwise defined herein shall have the same meanings as in the Plan. The following terms shall have the following meanings for purposes of this Agreement: (a) "Agreement" shall mean (a)"Agreement" means this Nonqualified Stock Option Agreement including (unless the context otherwise requires) the Award Notice and the appendix for non-U.S. Participants attached hereto as Appendix B. Notice. (b) "Award Notice" shall mean means the notice to the Participant attached hereto as... Exhibit A. (c) "Exercise Participant. (c)"Exercise Price" shall mean means the "Exercise Price" listed in the Award Notice. (d) "Date (d)"Date of Grant" shall mean means the "Date of Grant" listed in the Award Notice. (e) "Participant" shall mean "Officer" means "officer" as defined under Rule 16a-1(f) of the Exchange Act. (f)"Participant" means the "Participant" listed in the Award Notice. (f) "Restrictive (g)"Restrictive Covenant Violation" shall mean the means Participant's breach of the Restrictive Covenants listed on Appendix A or any covenant regarding confidentiality, competitive activity, solicitation of the Company's Company Group's vendors, suppliers, customers, or employees, or any similar provision applicable to or agreed to by the Participant. (g) (h) "Shares" shall mean means the number of shares of Common Stock listed in the Award Notice as "Number of Shares Subject to Option". Option", as adjusted in accordance with the Plan. View More
Definitions. Capitalized terms not otherwise defined herein shall have the same meanings as in the Plan. The In addition to other terms defined herein, the following terms shall have the following meanings for purposes of this Agreement: (a) "Agreement" shall mean this Nonqualified Restricted Stock Option Unit Agreement including (unless the context otherwise requires) the Award Notice Notice, the restrictive covenants attached hereto as Appendix A and the appendix appendices for non-U.S. Participants attach...ed hereto as Appendix B. B and Appendix C. (b) "Award Notice" shall mean the notice to the Participant attached hereto as Exhibit A. found on the cover page to this Agreement. (c) "Exercise Price" shall mean the "Exercise Price" listed in the Award Notice. (d) "Date of Grant" shall mean the "Date of Grant" listed in the Award Notice. (e) (d) "Participant" shall mean the "Participant" listed in the Award Notice. (f) (e) "Restrictive Covenant Violation" shall mean the Participant's breach of the Restrictive Covenants listed on Appendix A or any covenant regarding confidentiality, competitive activity, solicitation of the Company's vendors, suppliers, customers, customers or employees, employees or any similar provision applicable to or agreed to by the Participant. (g) "Shares" (f) "Retirement" shall mean the Participant's termination of employment with the Company Group, other than (i) for Cause or while grounds for Cause exist, (ii) due to the Participant's death or (iii) due to or during the Participant's Disability, in each case, following the date on which both (X) the Participant attained the age of 55 years old and (Y) the number of shares completed years of Common Stock the Participant's employment with any member(s) of the Company Group (including any predecessor of a member thereof, including, for the avoidance of doubt, employment by Hilton Worldwide and its affiliates prior to January 3, 2017) is at least ten (10). (g) "RSUs" shall mean that number of restricted stock units listed in the Award Notice as "Number "Restricted Stock Units Granted." (h) "Shares" shall mean a number of Shares Subject shares of the Company's Common Stock equal to Option". the number of RSUs. View More
Definitions. Unless otherwise defined herein, words and expressions defined in the Original Facility Agreement have the same meanings when used herein.
