Key Definitions Contract Clauses (35)

Key Definitions. 1.2"Change in Control Date" means the first date during the Term (as defined in Section 2) on which a Change in Control occurs. 1.3"Cause" means: (a)the Executive's willful and continued failure to substantially perform his or her reasonable assigned duties (other than any such failure resulting from incapacity due to physical or mental illness or any failure after the Executive gives notice of termination for Good Reason), which failure is not cured within 30 days after a written demand for sub...stantial performance is received by the Executive from the Board of Directors of the Company which specifically identifies the manner in which the Board of Directors believes the Executive has not substantially performed the Executive's duties; or (b)the Executive's willful engagement in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company. 1.4"Good Reason" means the occurrence, without the Executive's written consent, of any of the events or circumstances set forth in clauses (a) through (f) below. 1.5"Disability" means the Executive's absence from the full-time performance of the Executive's duties with the Company for 180 consecutive calendar days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representative. View More

Key Definitions. As used herein, the following terms shall have the meanings set forth below: 1.1. "Cause" means: (a) any willful violation by the Executive of any material law or regulation applicable to either of the Companies or the business of either of the Companies; (b) any conviction of the Executive for, or guilty plea of the Executive to, any felony or any crime involving moral turpitude, or any perpetration by the Executive of a common law fraud; (c) the commission by the Executive of a material act of... dishonesty that involves personal profit in connection with either of the Companies (or any successor, subsidiary, parent or affiliate) or any other entity having a material business relationship with either of the Companies; or (d) the Executive's willful and continued failure to substantially perform his reasonable assigned duties as an officer of either of the Companies (other than any such failure resulting from incapacity due to physical or mental illness or any failure after the Executive gives notice of termination for Good Reason), which failure is not cured within twenty days after a written demand for substantial performance is received by the Executive from the Board of Directors of such Company that specifically identifies the manner in which such Board believes the Executive has not substantially performed the Executive's duties. Any determination of Cause with respect to the Executive's employment with one of the Companies shall be deemed to constitute Cause with respect to his employment with both companies. 1.2. "Disability" means the Executive's absence from the full-time performance of the Executive's duties with ACM U.S. for 180 consecutive calendar days as a result of incapacity due to mental or physical illness that is determined to be total and permanent by a physician selected by ACM U.S. or its insurers and acceptable to the Executive or the Executive's legal representative. 1.3. "Good Reason" means the occurrence, without the Executive's written consent, of any of the events or circumstances set forth in clauses (a) through (e) below. Notwithstanding the occurrence of any such event or circumstance, such occurrence shall not be deemed to constitute Good Reason if, prior to the Termination Date specified in the Notice of Termination (each as defined in Section 2.1(a)) given by 1 the Executive in respect thereof, such event or circumstance has been fully corrected and the Executive has been reasonably compensated for any losses or damages resulting therefrom (provided that such right of correction by ACM U.S. shall only apply to the first Notice of Termination for Good Reason given by the Executive): (a) the assignment to the Executive of duties inconsistent in any material respect with the Executive's position, authority or responsibilities with either of the Companies (including status, offices, titles and reporting requirements), or any other action or omission by either of the Companies that results in a material diminution in such position, authority or responsibilities; (b) a material reduction in the Executive's annual base salary as in effect from time to time; (c) the failure of the Companies to obtain the agreement from any successor to either of the Companies to assume and agree to perform this Agreement, as required by Section 5.1; (d) any failure of the Companies to pay or provide to the Executive any portion of the Executive's compensation or benefits due under any then-existing medical, dental or vision plan within seven days of the date such compensation or benefits are due; or (e) any other material breach by the Companies of any of their material obligations under this Agreement or any other employment-related agreement with the Executive. 1.4. "Term" means the period commencing as of the date hereof and continuing in effect through December 31, 2019, provided that commencing on January 1, 2018 and each January 1 thereafter, the Term shall be automatically extended for one additional year unless, not later than ninety days prior to the scheduled expiration of the Term (or any extension thereof), ACM U.S. shall have given the Executive written notice that the Term will not be extended. 1.5. Term of Agreement. This Agreement, and all rights and obligations of the parties hereunder, shall expire upon the earlier to occur of (a) the expiration of the Term and (b) the fulfillment by the Companies of all of their obligations under Section 3 if the Executive's employment with the Companies terminates prior to the expiration of the Term. View More