Definitions Contract Clauses (26,161)

Definitions. For purposes of this Award Agreement: "Cause" means termination from Employment by the Corporation or its Subsidiaries due to unacceptable performance, gross misconduct, gross negligence, material dishonesty, material acts detrimental or destructive to the Corporation or its Subsidiaries, employees or property, or any material violation of the policies of the Corporation or its Subsidiaries. "Employment" means employment with the Corporation or any of its Subsidiaries. "Forfeiture Event" means t...he occurrence of at least one of the following (a) the Corporation is required, pursuant to a determination made by the Securities and Exchange Commission or by the Audit Committee of the Board, to prepare a material accounting restatement due to the noncompliance of the Corporation with any financial reporting requirement under applicable securities laws as a result of misconduct, and the Committee determines that (1) the Participant knowingly engaged in the misconduct, (2) the Participant was grossly negligent with respect to such misconduct or (3) the Participant knowingly or grossly negligently failed to prevent the misconduct or (b) the Committee concludes that the Participant engaged in fraud, embezzlement or other similar misconduct materially detrimental to the Corporation. "Mandatory Retirement" means termination of Employment as a result of the Corporation's policy, if any, requiring the mandatory retirement of officers and/or other employees upon reaching a certain age or milestone. "Retirement" means, for purposes of this Award Agreement, termination of Employment with the Corporation and its Subsidiaries upon the first to occur of: (1) reaching at least age 60 with at least five years of vesting service based on a Participant's "accredited service date" as reflected in the employment records of the Corporation or its Subsidiaries and (2) Mandatory Retirement. __________________________Deanna L. JonesSenior Vice President, HumanResources, Communications &Administrative Services 5 2016 Plan –RSU Agreement with 3-year cliff vesting (retirement vesting) (2019 grant) EX-10.3 4 mro-20190331x10qxex103.htm EXHIBIT 10.3 Exhibit Exhibit 10.3 MARATHON OIL CORPORATION2016 INCENTIVE COMPENSATION PLANRESTRICTED STOCK UNIT AWARD AGREEMENTwith 3-year cliff vesting{insert grant date}Section 16 OfficerPursuant to this Award Agreement and the Marathon Oil Corporation 2016 Incentive Compensation Plan (the "Plan"), MARATHON OIL CORPORATION (the "Corporation") hereby grants to [NAME] (the "Participant"), an employee of the Corporation or a Subsidiary, on {DATE} (the "Grant Date"), [NUMBER] restricted stock units ("Restricted Units") representing the right to receive shares of Common Stock. The number of Restricted Units awarded is subject to adjustment as provided in Section 13 of the Plan, and the Restricted Units are subject to the following terms and conditions:1. Relationship to the Plan. This grant of Restricted Units is subject to all of the terms, conditions and provisions of the Plan and administrative interpretations, if any, that have been adopted by the Committee. Except as defined in this Award Agreement, capitalized terms shall have the same meanings given to them under the Plan. To the extent that any provision of this Award Agreement conflicts with the express terms of the Plan, the terms of the Plan shall control and, if necessary, the applicable provisions of this Award Agreement shall be hereby deemed amended so as to carry out the purpose and intent of the Plan. View More

Definitions. As used in this Note, the following capitalized terms have the following meanings: "Change of Control" means the occurrence of any of the following: (a) the direct or indirect sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of the assets of the Company and its subsidiaries, taken as a whole, to any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision...) (a "Group") (other than to the Company or one or more Subsidiaries); or (b) any Person or Group shall become the beneficial owner, directly or indirectly, of more than 50% of the voting capital stock of the Company (measured by voting power rather than number of shares). 1 "Conversion Price" is equal to the lower of (a) $4.00 per share or (b) the IPO Price. "Customary Documents" shall mean all or any of: a purchase agreement, an investor rights agreement, a voting agreement, a right of first refusal and co-sale agreement and/or other ancillary agreements, with customary representations and warranties and transfer restrictions (including, without limitation, a customary lock-up agreement in connection with an initial public offering) or other similar documents. "Halo Acquisition" shall mean the acquisition by the Company of Halo, Purely For Pets, Inc., Thriving Paws, LLC, HH-Halo LP (the "Sellers"), pursuant to a Stock Purchase Agreement dated October 15, 2019. "Investors" shall mean the investors that are the registered holders of the Notes. "IPO" means the listing of the Company's common stock, par value $0.0001 (the "Common Stock") on the NASDAQ, NYSE or other national securities exchange whether through a firm commitment underwritten public offering by the Company of shares of common stock pursuant to an effective registration statement under the Securities Act of 1933 or other uplist transaction permitted by the applicable exchange. "IPO Price" means the price at which the Company's Common Stock was sold in an IPO. "Obligations" shall mean and include all loans, advances, debts, liabilities and obligations, howsoever arising, owed by the Company to Investor of every kind and description, now existing or hereafter arising under or pursuant to the terms of this Note, including all interest, fees, charges, expenses, attorneys' fees and costs and accountants' fees and costs chargeable to and payable by the Company hereunder and thereunder, in each case, whether direct or indirect, absolute or contingent, due or to become due, and whether or not arising after the commencement of a proceeding under Title 11 of the United States Code (11 U. S. C. Section 101 et seq. ), as amended from time to time (including post-petition interest) and whether or not allowed or allowable as a claim in any such proceeding. Notwithstanding the foregoing, the term "Obligations" shall not include any obligations of Company under or with respect to any warrants to purchase Company's capital stock. "Person" shall mean and include an individual, a partnership, a corporation (including a business trust), a joint stock company, a limited liability company, an unincorporated association, a joint venture or other entity or a governmental authority. "Required Investors" shall mean Investors holding more than 50% of the aggregate then outstanding principal amount of the Notes. "Trading Day" shall mean any day on which the Common Stock is traded on the Trading Market. "Trading Market" shall mean the principal securities exchange or securities market, including an over-the-counter market, on which the Common Stock is then traded in the United States. View More

Definitions. As used in this Agreement, the term (a) "Person" will be interpreted broadly to include, among others, any individual, general or limited partnership, corporation, limited liability or unlimited liability company, joint venture, estate, trust, group, association or other entity of any kind or structure; (b) "Affiliate" has the meaning set forth in Rule 12b-2 promulgated under the Exchange Act and will include Persons who become Affiliates of any Person after the date of this Agreement; (c) "Asso...ciate" has the meaning set forth in Rule 12b-2 promulgated under the Exchange Act and will include Persons who become Associates of any Person after the date of this Agreement, but will exclude any Person not controlled by or under common control with the related Person; (d) "beneficially own," "beneficially owned" and "beneficial ownership" has the meaning set forth in Rule 13d-3 promulgated under the Exchange Act; (e) "business day" means any day other than a Saturday, Sunday or a day on which the Federal Reserve Bank of San Francisco is closed; (f) "Net Long Shares" will be limited to the number of shares of Company's common stock beneficially owned by any Person that constitute such Person's net long position as defined in Rule 14e-4 under the Exchange Act (except that for purposes of such definition, the date that the tender offer is first announced will instead be the date for determining or documenting such Person's Net Long Shares and the reference to the highest tender price will refer to the market price on such date) and, to the extent not covered by such definition, reduced by any shares as to which such Person does not have the right to vote or direct the vote as of the date for determining or documenting or as to which such Person has entered into a derivative or other agreement, arrangement or understanding that hedges or transfers, in whole or in part, directly or indirectly, any of the economic consequences of ownership of such shares, it being understood that whether shares constitute Net Long Shares will be decided by the Board in its reasonable determination; (g) "Restricted Period" means the period from the date of this Agreement until 11:59 p.m., Pacific time, on the day that is 30 days prior to the deadline for the submission of stockholder nominations of directors and business proposals for Company's 2021 annual meeting of stockholders as set forth in Company's bylaws as in effect on the date of this Agreement; and (h) "Voting Securities" means the shares of Company's common stock and any other securities of Company entitled to vote in the election of directors, or securities convertible into, or exercisable or exchangeable for, such shares or other securities, whether or not subject to the passage of time or other contingencies. -7- 19. Interpretations. The words "include," "includes" and "including" will be deemed to be followed by the words "without limitation." The word "or" is not exclusive. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument, law, rule or statute defined or referred to in this Agreement means, unless otherwise indicated, such agreement, instrument, law, rule or statute as from time to time amended, modified or supplemented. The measure of a period of one month or year for purposes of this Agreement will be the day of the following month or year corresponding to the starting date. If no corresponding date exists, then the end date of such period being measured will be the next actual day of the following month or year (for example, one month following February 18 is March 18 and one month following March 31 is May 1). View More

Definitions. "Collateral" means any property taken as security for payment of this Note or any guarantee of this Note. "CARES Act" means the Coronavirus Aid, Relief, and Economic Security Act. "Guarantor" means each person or entity that signs a guarantee of payment of this Note. "Loan" means the loan evidenced by this Note. "Loan Documents" means the documents related to this loan signed by Borrower, any Guarantor, or anyone who pledges collateral. "Paycheck Protection Program" means loan program created by... Section 1102 of the CARES Act. 1 "Per Annum" means for a year deemed to be comprised of 360 days. "SBA" means the Small Business Administration, an Agency of the United States of America. View More

Definitions. Capitalized terms used and not defined in this Agreement (including the Recitals hereto) shall have the respective meaning assigned to them in the TRA.2. Settlement Payment. As consideration for the complete and full termination of the TRA and relinquishing all rights thereunder as further provided in this Agreement, the Company agrees to pay the TRA Party a cash payment of $12,833,362.00 (the "Settlement Payment"). The Company shall pay, or cause to be paid, the Settlement Payment via wire tran...sfer to the account set forth in written wiring instructions provided by the TRA Party no later than ten (10) Business Days after the date hereof. 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, includin...g 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, 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 shall have worked during the two years prior to the Grantee's termination of service with the Company or any Affiliated Company or (ii) with respect to which during that period of time the Grantee, 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 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. "Restricted Period" means the period during which the Grantee is employed by the Company or a Subsidiary plus one year after the date the Grantee's Continuous Service is terminated. View More

Definitions. As used in this Agreement, the following term has the meaning set forth below: (a) "Applicable Time" means the date of this Agreement, each Representation Date, each date on which a Placement Notice is given, each Point of Sale, and each Settlement Date. [Remainder of Page Intentionally Blank] 21 If the foregoing correctly sets forth the understanding between the Company and the Sales Agent, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a... binding agreement between the Company and the Sales Agent. View More

Definitions. Except as otherwise defined in this Amendment, terms defined in the Credit Agreement are used herein as defined therein.

Definitions. As used herein, the following defined terms have the definitions set forth below: i."Business Combination" shall mean a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination, involving the Company and one or more businesses. ii."Change in Capitalization" means any (a) merger, consolidation, reclassification, recapitalization, spin-off, spin-out, repurchase or other reorganization or corporate transaction or event, (b) special or extraordinary d...ividend or other extraordinary distribution (whether in the form of cash, Shares or other property), share split, reverse share split, share subdivision or consolidation, (c) combination or exchange of Shares or (d) other change in corporate structure, which, in any such case, the Company determines, in its sole discretion, affects the Shares such that an adjustment pursuant to Section 4 is appropriate. iii."Class B Shares" shall mean the Class B ordinary shares of the Company, par value $0.0001 per share. iv."Common Stock" shall mean the common stock, par value $0.0001 per share, of the Company following a Domestication. v."Domestication" shall mean a domestication by the Company as a Delaware corporation. vi."Governing Document" shall mean (a) prior to a Domestication, the Company's amended and restated memorandum and articles of association, as the same may be amended from time to time, and (b) upon and following a Domestication, its certificate of incorporation and bylaws, as the same may be amended from time to time. 2 vii."Ordinary Shares" shall mean the Class A ordinary shares of the Company, par value $0.0001 per share. viii."Shares" shall mean, collectively, Ordinary Shares, shares of Common Stock and Class B Shares, as applicable. ix."Trust Account" shall mean the trust fund into which a portion of the net proceeds of the Company's initial public offering were deposited for the benefit of the Company, certain of its public shareholders and the underwriters of the Company's initial public offering. x."Warrants" shall mean warrants to purchase Shares. View More

Definitions. All capitalized terms used herein without definitions shall have the respective meanings provided therefor in the UPA. All terms defined in the Uniform Commercial Code of the State (as hereinafter defined) and used herein shall have the same definitions herein as specified therein, however, if a term is defined in Article 9 of the Uniform Commercial Code of the State differently than in another Article of the Uniform Commercial Code of the State, the term has the meaning specified in Article 9, ...and the following terms shall have the following meanings: "Event of Default" means the occurrence of any "Event of Default" under and as defined in each of the UPA and the Notes, or the failure of the Company to comply with any term or covenant of any Transaction Document (including this Agreement) to which it is a party. "Lien" means any mortgage, charge, pledge, hypothecation, security interest, assignment by way of security, lien (statutory or otherwise), encumbrance, conditional sale agreement, capital lease, financing lease, deposit arrangement, title retention agreement, and any other agreement, trust or arrangement that in substance secures payment or performance of an obligation. "Obligations" means, collectively, (a) all debts, liabilities and obligations, present or future, direct or indirect, absolute or contingent, matured or unmatured, at any time or from time to time due or accruing due and owing by or otherwise payable by the Company to the Secured Party in any currency, under, in connection with or pursuant to the any Transaction Document (including, without limitation, this Agreement), and whether incurred by the Company alone or jointly with another or others and whether as principal, guarantor or surety and in whatever name or style and (b) all expenses, costs and charges incurred by or on behalf of the Secured Party in connection with any Transaction Document (including this Agreement) or the Collateral, including all legal fees, court costs, receiver's or agent's remuneration and other expenses of taking possession of, repairing, protecting, insuring, preparing for disposition, realizing, collecting, selling, transferring, delivering or obtaining payment for the Collateral, and of taking, defending or participating in any action or proceeding in connection with any of the foregoing matters or otherwise in connection with the Secured Party's interest in any Collateral, whether or not directly relating to the enforcement of this Agreement or any other Transaction Document. "Permitted Lien" means any of the following: (a) mechanics and materialman Liens and other statutory Liens (including Liens for taxes, fees, assessments and other governmental charges or levies) in respect of any amount (i) which is not at the time overdue or (ii) which may be overdue but the validity of which is being contested at the time in good faith by appropriate proceedings, in each case so long as the holder of such Lien has not taken any action to foreclose or otherwise exercise any remedies with respect to such Lien; and (b) Liens which are permitted in writing by the Secured Party in its sole and absolute discretion. "State" means the State of New York. View More