Terminology Contract Clauses (62)

Terminology. Unless otherwise provided in this Agreement, capitalized terms used herein are defined in the Glossary at the end of this Agreement or in the Plan.

Terminology. The terms used in this Agreement shall have the same meanings as in the Loan Documents, unless a different meaning is assigned herein or is required by the context hereof.

Terminology. The following terms have the following meanings for purposes of this Agreement: (a)"Cause" shall have the meaning set forth in the Participant's Employment Agreement, if applicable, and if the Participant does not have an Employment Agreement or the Participant's Employment Agreement does not define the term, "Cause" shall mean the Participant's personal dishonesty, incompetence, willful misconduct, breach of a fiduciary duty involving personal profit, intentional failure to perform stated dutie...s, willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, conviction of a felony or of a misdemeanor involving moral turpitude, or misappropriation of the Company's assets (determined on a reasonable basis and solely by the Board of Directors) or those of a Subsidiary. 1 (b)"Peer Group" means the financial institutions listed on Attachment A hereto, provided that any listed financial institution shall be eliminated if it is acquired or otherwise changes its structure or business such that it is no longer reasonably comparable to the Company (as determined by the Committee), and in the case of any such elimination, the Committee may or may not replace the eliminated financial institution with another financial institution which it considers reasonably comparable to the Company. (c)"Vesting Acceleration Event" means: (i)With respect to Time-Based Shares only, any of the following events occurring during the period in which any Time-Based Share is not Vested: (A)the Participant's retirement, with the consent of the Board of Directors or its delegee, at or after age sixty-five (65) where there is no Cause (as defined above) for the Company to terminate the Participant's employment; (B)the occurrence of a Change of Control (as defined in the Plan), provided the Participant has remained employed with the Company and/or a Subsidiary through the date the Change of Control occurs; (C)the Participant's death; or (D)if the Participant does not have an Employment Agreement, the Participant's termination of employment due to becoming disabled (as defined for purposes of Section 22(e)(3) of the Internal Revenue Code), or, if the Participant has an Employment Agreement, the Participant's termination of employment due to becoming disabled (as defined in his or her Employment Agreement or, if not so defined, as defined for purposes of Section 22(e)(3) of the Internal Revenue Code). For purposes of determining a Vesting Acceleration Event, an "Employment Agreement" means a written individual employment agreement, or if there is no employment agreement, then a written individual change of control agreement, as in effect on the Award Date between the Participant and the Company and/or a Subsidiary. If the Participant does not have such a written individual employment agreement or change of control agreement, the Participant is considered not to have an Employment Agreement for purposes hereof. 2 (ii)With respect to Performance-Based Shares only, the occurrence of a Change of Control (as defined in the Plan) during the period in which any Performance-Based Share is not Vested, provided the Participant has remained employed with the Company and/or a Subsidiary through the date the Change of Control occurs and provided further the Committee consents to accelerated Vesting of the Performance-Based Shares. View More

Terminology. The terms "Subsidiary" or "Subsidiaries" as used in this Agreement shall mean all entities in which the Company holds, directly or indirectly, an equity interest, other than solely for investment purposes. References to the "Company" in this Agreement shall mean Federated National Holding Company and all of its Subsidiaries, taken as a whole, unless the context requires otherwise. All personal pronouns used in this Agreement, whether used in the masculine, feminine or neuter gender, shall includ...e all other genders; the singular shall include the plural and vice versa. Titles of sections are for convenience only, and neither limit nor amplify the provisions of the Agreement itself. View More