Participation Contract Clauses (792)

Participation. Holder may from time to time sell or assign, in whole or in part, or grant participations in this Note and/or the obligations evidenced hereby, subject, however, to first obtaining the Company's written consent. The holder of any such sale, assignment or participation, if the applicable agreement between Holder and such holder so provides, shall be: (a) entitled to all of the rights, obligations and benefits of Holder (to the extent of such holder's interest or participation); and (b) deemed to ...hold and may exercise the rights of setoff or banker's lien with respect to any and all obligations of such holder to the Company (to the extent of such holder's interest or participation), in each case as fully as though the Company was directly indebted to such holder. View More

Participation. (a) An eligible Employee may become a Participant in the Plan by submitting an authorization of payroll deduction (using such form or method (including electronic forms) as the Administrator may designate from time to time) as of a date in advance of the Offering Date for the Offer Period in which such participation will commence, as required by the Administrator for all eligible Employees with respect to a given Offer Period. (b) Payroll deductions for a Participant shall commence with the firs...t partial or full payroll period beginning on the Offering Date and shall end on the last complete payroll period during the Offer Period, unless sooner terminated by the Participant as provided in Section 10. View More

Participation. Borrower understands that Lender may transfer this Note, or sell or grant participation in some or all of Borrower's indebtedness outstanding under this Note. In connection with any such transaction, Lender may disclose to each prospective and actual transferee, purchaser or participant all documents and information relating to the Loan. Lender shall give Borrower notice of any such transfer, sale or grant.

Participation. The Committee shall determine which Employees shall be eligible to receive Awards under the Plan, provided that consultants and advisors (other than members of the Board in their roles as such) shall not be eligible to receive Awards under the Plan. Former Employees may be eligible to receive Awards under the Plan, but only if a Substitute Award or with respect to their last year of service. With respect to Employees subject to U.S. income tax, Options and SARs (unless Substitute Awards) shall o...nly be granted to such Employees who provide direct services to the Company or a Subsidiary of the Company as of the date of grant of the Option or SAR. (b)Participation by Employees of Subsidiaries. Employees of Subsidiaries may participate in the Plan upon approval of Awards to such Employees by the Committee. Awards to Employees of Subsidiaries may be conditioned upon the Subsidiary's agreement to reimburse the Company for costs and expenses of such participation, as determined by the Committee. (c)Participation Outside of the United States. In order to facilitate the granting of Awards to Employees who are foreign nationals or who are employed outside of the U.S., the Committee may provide for such special terms and conditions, including, without limitation, substitutes for Awards, as the Committee may consider necessary or appropriate to accommodate differences in local law, tax policy, or custom. Any special terms or conditions adopted by the Committee in accordance with this Section 5(c) may be set forth in a sub-plan, which shall constitute a part of this Plan; provided that the terms and conditions of any such sub-plan shall not be inconsistent with the terms and conditions of this Plan, as then in effect. 3 (d)Maximum Individual Awards (i)Limits on Awards to Directors. The maximum number of shares of Common Stock subject to Awards granted during a single calendar year to any Director, taken together with any cash fees paid during the calendar year to the Director, in respect of the Director's service as a member of the Board during such year (including service as a member or chair of any committees of the Board), shall not exceed $1,000,000 in total value (calculating the value of any such Awards based on the grant date fair value of such Awards in accordance with GAAP). The independent members of the Board may make exceptions to this limit for a non-executive chair of the Board, provided that the Director receiving such additional compensation may not participate in the decision to award such compensation. (ii)Limits on Options and SARs. The aggregate number of shares of Common Stock that may be subject to all Options and SARs granted to an individual Employee (other than as a Director) in a calendar year may not exceed 1,000,000 shares (subject to adjustment pursuant to Section 6(d)). (iii)Limits on Stock Awards. The aggregate number of shares of Common Stock that may be subject to all Stock Awards granted to an individual Employee (other than as a Director) in a calendar year may not exceed 1,000,000 shares (subject to adjustment pursuant to Section 6(d)). (iv)Substitute Awards. Notwithstanding the foregoing, shares subject to an Award that is a Substitute Award shall not count against any individual Award limit in this Section 5(d). View More

Participation. No new Awards shall be granted under the Plan on or after the Restatement Date.

Participation. The class of individuals and entities that shall be eligible to receive Stock Awards ("Grantees") under the Plan shall be (a) with respect to Incentive Stock Options, all employees of either the Company or any parent or subsidiary of the Company, and (b) with respect to all other Stock Awards, all employees and non-employee directors of, and consultants and advisors to, either the Company or any parent or subsidiary of the Company; provided, however, no Stock Award shall be granted to any such c...onsultant or advisor unless (i) the consultant or advisor is a natural person (or an entity wholly-owned, directly or indirectly, by a natural person), (ii) bona fide services have been or are to be rendered by such consultant or advisor and (iii) such services are not in connection with the offer or sale of securities in a capital raising transaction and do not directly or indirectly promote or maintain a market for the Company's securities. The Committee, in its sole discretion, but subject to the provisions of the Plan, shall determine the employees and non-employee directors of, and the consultants and advisors to, the Company and its parents and subsidiaries to whom Stock Awards shall be granted, and the number of shares to be covered by each Stock Award grant, taking into account the nature of the employment or services rendered by the individuals or entities being considered, their annual compensation, their present and potential contributions to the success of the Company, and such other factors as the Committee may deem relevant. For purposes hereof, a non-employee to whom an offer of employment has been extended shall be considered an employee, provided that the Stock Award granted to such individual shall not be exercisable or vest, in whole or in part, for a period of at least one year from the date of grant and, in the event the individual does not commence employment with the Company, the Stock Award granted shall be considered null and void. 3 6. Award Agreement. Each Stock Award granted under the Plan shall be authorized by the Committee and shall be evidenced by an Award Agreement which shall be executed by the Company and, in the discretion of the Committee, by the individual or entity to whom such Stock Award is granted. The Award Agreement shall specify the number of shares of Common Stock as to which the Stock Award is granted, the period during which any Option or SAR is exercisable and the option or base price per share thereof, the vesting periods for any Stock Bonus, any performance-based vesting criteria (the "Performance Goals") and such other terms and provisions as the Committee may deem necessary or appropriate; provided, however, that, no more than one-third of any Stock Award may vest before the first anniversary of the date of grant of such Stock Award. The terms of an Award Agreement, including the option or base price per share for an Option or SAR, may be amended from time to time upon the mutual written agreement of the Company (as authorized by the Committee) and the Grantee; provided, however, that an Award Agreement may not be amended to accelerate the vesting period(s) of a Stock Award (except in the event of the death or termination of employment of a Grantee due to Permanent Disability (as hereinafter defined)). View More

Participation. An eligible employee may participate in any Offering by completing and submitting an online election form with the Company's authorized agent or otherwise completing and forwarding such other written or electronic payroll deduction authorization form approved by the Company to the employee's appropriate payroll office, in either case, at least 10 days prior to the applicable Offering Commencement Date. The form will authorize a regular payroll deduction from the Compensation received by the empl...oyee during the Plan Period. Unless an employee withdraws from the Nonqualified ESPP, the employee's deductions and purchases will continue at the same rate for future Offerings under the Nonqualified ESPP as long as the Nonqualified ESPP remains in effect. The term "Compensation" means base compensation, overtime (including shift differentials), retroactive base compensation and vacation payouts and will exclude all other earnings, including, but not limited to, incentive or bonus awards, allowances and reimbursements for expenses such as relocation allowances for travel expenses, income or gains associated with the grant or vesting of restricted stock, dividends on unvested restricted stock, income or gains on the exercise of Company stock options or stock appreciation rights, and similar items. View More

Participation. a.Time and Form of Election. i.Each Eligible Employee who wishes to participate in the Plan for a particular Plan Year (a "Participant"), must file a timely deferral election (the "Election") with the Plan Administrator during the applicable Open Enrollment Period. Such Eligible Employee shall designate in the Election that a portion (determined in accordance with Subparagraph 5(a)) of the Eligible Employee's Base Pay as defined in the Qualified Savings Plan without regard to any benefit or cont...ribution limitations under the Code or the applicable Qualified Savings Plan and inclusive of salary deferred for the Plan Year under this Plan ("Base Annual Salary"), which would have been payable to such Eligible Employee during such Plan Year, in lieu of such payment, be credited to a deferred compensation account maintained under the Plan as an unfunded book entry account stated as a cash balance (the "Account"). On a Participant's Election, the Participant shall also indicate the form of payment for all deferrals credited to the Participant's Account, as described in Paragraph 7 below, and shall indicate if he wishes to change the default Change in Control election, as described in Paragraph 10 below. 2 b.Election Changes. A Participant may not modify his deferral election for a particular Plan Year at any time during that Plan Year. c.Continuing Elections from Prior Plan Year. Notwithstanding any contrary provisions of Paragraph 4(a) or the Plan, effective with the Plan Year beginning January 1, 2021, if an Eligible Employee participated in the Plan during the prior Plan Year, their contribution, distribution and Change in Control elections from the prior Plan Year (whether made through an affirmative Election during the prior Plan Year's Open Enrollment Period or through the application of this Paragraph 4(c) for the prior Plan Year) shall continue to apply for the Plan Year, unless such Participant files an Election with the Plan Administrator during the applicable Open Enrollment Period for the Plan Year to change their elections or decline enrollment for the Plan Year. For any such Eligible Employee who does not affirmatively decline enrollment during the Plan Year's Open Enrollment Period, their irrevocable election to defer Base Pay to the Qualified Savings Plan shall remain in effect for the Plan Year. For the avoidance of doubt, all other Eligible Employees (e.g., Eligible Employees who did not participate in the Plan for the prior Plan Year or new Eligible Employees) must file an Election with the Plan Administrator during the applicable Open Enrollment Period to participate in the Plan for the Plan Year. View More

Participation. (a) An Eligible Employee's election to participate in an Offering is effective on the Offering Date. An Eligible Employee must elect his or her Contribution rate on the enrollment form provided by the Company. The completed enrollment form must be delivered to the Company at least ten (10) days (or such other period of time as determined by the Company and communicated to Participants) prior to the Offering Date for each Offering in which an Eligible Employee elects to participate. Contribution ...rates must be expressed in whole percentages of Earnings, with a minimum percentage of one percent (1%) (except as otherwise provided herein) and a maximum percentage of fifteen percent (15%). Contributions may only be made through payroll deductions. However, the Company may determine in its sole discretion at any time, including at any time following the commencement of a Purchase Period or Offering, that it will no longer accept Participant requests to increase Contribution rates. (c) With respect to Contributions to be made during a Purchase Period, a Participant (i) may not increase his or her Contribution rate during the Purchase Period and (ii) may decrease his or her Contribution rate (including a decrease to zero percent (0%)) no more than twice during the Purchase Period (and the second decrease must be to zero percent (0%)). The Participant must deliver an election form stating the new Contribution rate to the Company at least ten (10) days (or such other period of time as determined by the Company and communicated to Participants) prior to the payroll date for which it is to be effective. (d) A Participant may withdraw from an Offering and receive a refund of his or her accumulated but unused Contributions without interest, at any time prior to the end of the Offering, but excluding the ten (10)-day period immediately preceding a Purchase Date (or such other period of time determined by the Company and communicated to Participants), by delivering the required form of withdrawal notice to the Company. A Participant who has withdrawn from an Offering may not again participate in that Offering, but may participate in a subsequent Offering, provided that he or she is eligible to participate in such subsequent Offering and has completed all necessary enrollment paperwork (including any enrollment form) required by the Company at least ten (10) days (or such other period of time as determined by the Company and communicated to Participants) prior to the Offering Date of such subsequent Offering. (e) Eligible Employees may not make an investment decision regarding participation in an Offering, including electing a Contribution rate, until a registration statement covering the shares of Common Stock reserved under the Plan for that Offering has been filed by the Company and has become effective. The Company may establish procedures to enable the purposes of the Plan to be satisfied while complying with applicable securities laws. (f) Once an Eligible Employee affirmatively enrolls in an Offering and authorizes Contributions, the Eligible Employee automatically will be enrolled for all subsequent Offerings until (i) he or she elects to withdraw from an Offering pursuant to Section 5(d) or otherwise terminates his or her participation in the Plan, (ii) he or she is no longer eligible to participate in the Plan (including through termination of employment), (iii) no shares of Common Stock remain available for issuance under the Plan, or (iv) the Plan is suspended or terminated. View More

Participation. To participate in an Option Period, an Eligible Employee must execute and deliver to the Administrator an election form, in accordance with the procedures prescribed by, and in a form acceptable to, the Administrator. Such election form must be delivered not later than five (5) Business Days prior to the first day of an Option Period, or such other time as specified 2 by the Administrator. An Eligible Employee will become a Participant as of the first day of the Option Period for which he or she... timely delivered such election form and will remain a Participant with respect to subsequent Option Periods until his or her participation in the Plan is terminated as provided herein. (b) Election Amount. Each election form will authorize payroll deductions as a whole percentage from 1% to 15% of the employee's Eligible Compensation per payroll period, to be deducted from the Eligible Employee's pay during each payroll period occurring during the applicable Option Period. (c) Payroll Deduction Account. All payroll deductions made pursuant to this Section 8 will be credited to the Participant's Account. Amounts credited to a Participant's Account will not be required to be set aside in trust or otherwise segregated from the Company's general assets. (d) Changes to Election for Current Option Period. During an Option Period, elections and rates of contributions may not be increased or decreased, except that a Participant may terminate his or her participation in the Plan by canceling his or her Option in accordance with Section 14 below. (e) Changes to Election for Subsequent Option Periods. A Participant's election form will remain in effect for subsequent Option Periods unless the Participant files a new election form not later than five (5) Business Days prior to the first day of the subsequent Option Period (or such other time as specified by the Administrator) or the Participant's Option is cancelled in accordance with the Plan. View More