Definitions from Incentive Plan
Definitions. Capitalized terms used in this Plan but not expressly defined in this Plan shall have the respective meanings ascribed to such terms in the LLC Agreement. The following terms shall have the meanings set forth below: Award means the Class A Units granted to a Participant as specified in the applicable Award Letter. Award Letter means an Award Letter awarding a Participant with Class A Units. Cause means, with respect to any Participant, in the absence of an employment or other service agreement between a Participant and the Employer otherwise defining Cause, (i) Participants act(s) of gross negligence or willful misconduct in the course of Participants employment or services to the Company Group, (ii) willful failure or refusal by Participant to perform in any material respect Participants duties or responsibilities, (iii) misappropriation (or attempted misappropriation) by Participant of any assets or business opportunities of the Company or any other member of the Company Group, (iv) embezzlement or fraud committed (or attempted) by Participant, or at Participants direction, (v) Participants commission of any felony or a misdemeanor involving an act of dishonesty, moral turpitude, deceit, or fraud, (vi) Participants breach of any non-competition, non-solicitation, confidentiality, non-disparagement or other restrictive covenant provisions relating to any member of the Company Group by which the Participant may be bound, (vii) any damage of a material nature to the business or property of any member of the Company Group caused by the Participants willful or grossly negligent conduct, (viii) deliberate misconduct which is reasonably likely to be materially damaging to any member of the Company Group or (ix) Participants material breach of this Plan or the LLC Agreement. In the event that there is an employment or other service agreement between such Participant and the Employer defining Cause, Cause shall have the meaning provided in such agreement, and a Termination by the Employer for Cause hereunder shall not be deemed to have occurred unless all applicable notice and cure periods in such agreement are complied with. Committee means a committee appointed to administer the Plan in accordance with Section 10(d), if any. Company means BJ Services, LLC, a Delaware limited liability company. Company Group means, collectively, the Company and its Subsidiaries. Deemed Liquidation Event shall have the meaning set forth in the LLC Agreement but shall not include an IPO. Duties means the duties, responsibilities and obligations of a Participant in connection with such Participants employment or service with the Employer. Effective Date means December 30, 2016. Employer means, with respect to any Participant, the member of the Company Group that such Participant is principally employed by (or, if such Participant is a non-employee service provider, principally providing services to). Good Reason means, with respect to any Participant, in the absence of an employment or other service agreement between a Participant and the Employer otherwise defining Good Reason, without such Participants consent, (i) a material and ongoing diminution in such Participants Duties or (ii) the relocation of such Participants primary office location to a location that is more than 75 miles from the Participants then-current primary office location; provided, that none of the foregoing events shall constitute Good Reason unless the Employer fails to cure such event within 30 days after receipt from the Participant of written notice of the event which constitutes Good Reason, which written notice shall give reasonable specificity in the nature of the circumstances determined by the Participant in good faith to constitute Good Reason; provided, further, that Good Reason shall cease to exist for an event on the 60th day following the occurrence of such event, unless Participant has given the Employer and the Company written notice thereof prior to such date. In the event that there is an employment or other service agreement between such Participant and the Employer defining Good Reason, Good Reason shall have the meaning provided in such agreement, and a Termination by the Participant with Good Reason hereunder shall not be deemed to have occurred unless all applicable notice and cure periods in such agreement are complied with. Grant Date has the meaning set forth in the applicable Award Letter. Interests means the Class A Units granted to a Participant in the applicable Award Letter. LLC Agreement means the Second Amended and Restated Limited Liability Company Agreement of the Company, dated as of the Effective Date, as the same may be modified, amended, restated or amended and restated from time to time. Participant means an employee or non-employee service provider of the Employer to whom Class A Units are granted pursuant to the Plan. Permanent Disability means, with respect to any Participant, in the absence of an employment or other
Definitions from Incentive Compensation Plan
Definitions. Whenever used in the Plan, the following terms shall have the meanings set forth below: 2.1 Acquired Entity has the meaning set forth in Section 5.6(b). 2.2 Acquired Entity Awards has the meaning set forth in Section 5.6(b). 2.3 Adjusted EBIT has the meaning set forth in Section 4.4. 2.4 Adjusted EBITDA has the meaning set forth in Section 4.4. 2.5 Affiliate means any corporation or other entity, including but not limited to partnerships, limited liability companies and joint ventures, with respect to which the Company, directly or indirectly, owns as applicable (a) shares or stock possessing fifty percent (50%) or more of the total combined voting power of all classes of shares or stock entitled to vote, or fifty percent (50%) or more of the total value of all shares of all classes of shares or stock of such corporation, or (b) an aggregate of fifty percent (50%) or more of the profits interests or capital interests of a non-corporate entity. Affiliate includes any corporation or other entity that becomes such on or after the Effective Date. 2.6 Applicable Law means U.S. federal, state and local laws applicable to the Company, any legal or regulatory requirement relating to the Plan, Awards and/or Shares under applicable U.S. federal, state and local laws, the requirements of Nasdaq and any other stock exchange or automated quotation system upon which the Shares are listed, the Code, and the applicable laws, rules, regulations and requirements of any other country or jurisdiction where Awards are or are to be granted, exercised, vested or settled, as such laws, rules, regulations and requirements shall be in place from time to time. 2.7 Award means Options (including non-qualified options and Incentive Stock Options), SARs, Restricted Shares, Performance Units (which may be paid in cash), Performance Shares, Deferred Stock, Restricted Stock Units, Dividend Equivalents, Bonus Shares, Cash Incentive Awards or Other Stock-Based Awards granted under the Plan. 2.8 Award Agreement means either (a) a written agreement entered into by the Company and a Grantee setting forth the terms and provisions applicable to an Award granted under this Plan, or (b) a written statement issued by the Company to a Grantee describing the terms and provisions of such Award, including in either case any amendment or modification thereof. The Committee may provide for the use of electronic, internet or other non-paper Award Agreements and the use of electronic, internet or other non-paper means for the acceptance thereof and actions thereunder by the Grantee. 2.9 Board means the Board of Directors of the Company. 2.10 Bonus Shares means Shares that are awarded to a Grantee with or without cost (save in all events for payment by the Grantee in cash of the nominal value per Share if required by Applicable Law) and without restrictions either in recognition of past performance (whether determined by reference to another employee benefit plan of the Company or otherwise), as an inducement to become an Eligible Person or, with the consent of the Grantee, as payment in lieu of any cash remuneration otherwise payable to the Grantee. 2.11 Cash Incentive Award means an Award granted under Article 15 of the Plan. 2.12 Cause shall have the same definition as under any employment or service agreement between the Company or any Affiliate and the Participant or, if no such employment or service agreement exists or if such employment or service agreement does not contain any such definition, Cause means (i) the Participants act or failure to act amounting to gross negligence or willful misconduct to the detriment of the Company or any Affiliate; (ii) the Participants dishonesty, fraud, theft or embezzlement of funds or properties in the course of Participants employment; (iii) the Participants commission of or pleading guilty to or confessing to any felony; or (iv) the Participants breach of any restrictive covenant agreement with the Company or any Affiliate, including but not limited to, covenants not to compete, non-solicitation covenants and non-disclosure covenants. For purposes of the Plan, the Participants resignation without the Companys or an Affiliates written consent in anticipation of termination of employment for Cause shall constitute a termination of employment for Cause. 2.13 CEO means the Chief Executive Officer of the Company. 2.14 Change in Control shall be deemed to have occurred upon the first occurrence of an event set forth in any one of the following paragraphs:
DEFINITIONS from Equity Incentive Plan
DEFINITIONS. Affiliate means any parent corporation or subsidiary corporation of the Company, whether now or hereafter existing, as those terms are defined in Sections 424(e) and (f), respectively, of the Code. Board means the Board of Directors of the Company. Cause means a determination by the Company that the Participant has committed an act or acts constituting any of the following: (i) dishonesty, fraud, misconduct or negligence in connection with Company duties, (ii) unauthorized disclosure or use of the Companys confidential or proprietary information, (iii) misappropriation of a business opportunity of the Company, (iv) materially aiding a competitor of Company, (v) a felony conviction; or (vi) failure or refusal to attend to the duties or obligations of the Participants position, or to comply with the Companys rules, policies or procedures. Change in Control means (i) the consummation of a merger or consolidation of the Company with or into another entity or any other stock acquisition or corporate reorganization, if more than 50% of the combined voting power of the continuing or surviving entitys securities outstanding immediately after such merger, consolidation, stock acquisition or other reorganization is owned by persons who were not stockholders of the Company immediately prior to such merger, consolidation, stock acquisition or other reorganization; or (ii) the sale, transfer or other disposition of all or substantially all of the Companys assets. A transaction shall not constitute a Change in Control if its sole purpose is to change the state of the Companys incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held the Companys securities immediately before such transaction. Code means the Internal Revenue Code of 1986, as amended. Committee means a committee of one or more members of the Board appointed by the Board in accordance with subsection 3(c). Common Stock means the common stock of the Company. Company means Redfin Corporation, a Delaware corporation. Consultant means any person, including an advisor, (i) engaged by the Company or an Affiliate to render consulting or advisory services and who is compensated for such services, including members of any advisory board constituted by the Company, or (ii) who is a member of the Board of Directors of an Affiliate. However, the term Consultant shall not include either Directors who are not compensated by the Company for their services as Directors or Directors who are merely paid a directors fee by the Company for their services as Directors. Continuous Service means that the Participants service with the Company or an Affiliate, whether as an Employee, Director or Consultant, is not interrupted or terminated. The Participants Continuous Service shall not be deemed to have terminated merely because of a change in the capacity in which the Participant renders service to the Company or an Affiliate as an Employee, Consultant or Director or a change in the entity for which the Participant renders such service, provided that there is no interruption or termination of the Participants Continuous Service. For example, a change in status from an Employee of the Company to a Consultant of an Affiliate or a Director will not constitute an interruption of Continuous Service. The Board or the chief executive officer of the Company, in that partys sole discretion, may determine whether Continuous Service shall be considered interrupted in the case of any leave of absence approved by that party, including sick leave, military leave or any other personal leave. Director means a member of the Board of Directors of the Company. Disability means the permanent and total disability of a person within the meaning of Section 22(e)(3) of the Code. Employee means any person employed by the Company or an Affiliate. Mere service as a Director or payment of a directors fee by the Company or an Affiliate shall not be sufficient to constitute employment by the Company or an Affiliate. Exchange Act means the Securities Exchange Act of 1934, as amended. Fair Market Value means, as of any date, the value of the Common Stock determined as follows: (i) if such Common Stock is then publicly traded on a national securities exchange, its closing price on the date of determination on the principal national securities exchange on which the Common Stock is listed or admitted to trading as reported in The Wall Street Journal; (ii) if such Common Stock is publicly traded but is not listed or admitted to trading on a national securities exchange, the average of the closing bid and asked prices on the date of determination as reported by The Wall Street Journal (or, if not so reported, as otherwise reported by any newspaper or other source as the Board may determine); or (iii) if none of the foregoing is applicable to the valuation in question, the Fair Market Value shall be determined in good faith by the Board. Incentive Sto
Definitions from Deferred Compensation Plan
On Assignment, Inc., a Delaware corporation (the "Company"), establishes the On Assignment, Inc. Deferred Compensation Plan (the "Plan") effective June 1, 2017 (the "Effective Date").
Definitions. 2.1Account. Account means one or more bookkeeping accounts maintained by the Committee to record the payment obligation of a Participating Employer to a Participant as determined under the terms of the Plan. The Committee may maintain an Account to record the total obligation to a Participant, and component Accounts to reflect amounts payable at different times and in different forms. Reference to an Account means any such Account established by the Committee, as the context requires. Accounts are intended to constitute unfunded obligations within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA.2.2Account Balance. Account Balance means, with respect to any Account, the total payment obligation owed to a Participant from such Account as of the most recent Valuation Date.2.3Adopting Employer. Adopting Employer means an Affiliate who, with the consent of the Company, has adopted the Plan for the benefit of its Eligible Employees.2.4Affiliate. Affiliate means any corporation, trade or business that, together with the Company, is treated as a single employer under Code Section 414(b) or (c).2.5Bonus. Bonus means any cash compensation, other than Salary and any Long-Term Incentive Plan Compensation, for services performed by a Participant for a Service Recipient during the applicable Plan Year (or applicable Plan Years), whether or not paid in such Participant's Plan Year or included on the federal income tax form W-2 for such Plan Year (or Plan Years), payable to a Participant under any Employer's annual, semi-annual, or quarterly bonus plans, excluding any amounts that may be payable with respect to any long-term incentive plans, stock options, stock appreciation rights, and/or restricted stock. Bonus shall be calculated before any reduction for compensation voluntarily deferred or contributed by the Participant pursuant to any qualified or nonqualified plans of any Employer, other than any cafeteria plan of any Employer maintained pursuant to Code Section 125. The Committee, in its discretion, will specify the types of bonuses that may be deferred under the Plan.2.6Beneficiary. Beneficiary means a natural person, estate, or trust designated by a Participant to receive payments to which a Beneficiary is entitled upon the death of a Participant in accordance with the provisions of the Plan.2.7Board of Directors. Board of Directors means the board of directors of the Company. 2.8Business Day. Business Day means each day on which the New York Stock Exchange is open for business.2.9Change in Control. Change in Control means the occurrence of a "change in the ownership," a "change in the effective control" or a "change in the ownership of a substantial portion of the assets" of a corporation, as determined in accordance with this Section. In order for an event described below to constitute a Change in Control with respect to a Participant, except as otherwise provided in part (b)(ii) of this Section, the applicable event must relate to the Company, the corporation for which the Participant is providing services, the corporation that is liable for payment of the Participant's Account Balance (or all corporations liable for payment if more than one), as determined in accordance with Treas. Reg. SS1.409A-3(i)(5)(ii)(A)(2), or such other corporation as is determined in accordance with Treas. Reg. SS1.409A-3(i)(5)(ii)(A)(3).In determining whether an event shall be considered a "change in the ownership," a "change in the effective control" or a "change in the ownership of a substantial portion of the assets" of a corporation, the following provisions shall apply:(a)A "change in the ownership" of the applicable corporation shall occur on the date on which any one person, or more than one person acting as a group, acquires ownership of stock of such corporation that, together with stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of such corporation, as determined in accordance with Treas. Reg. SS1.409A-3(i)(5)(v). If a person or group is considered either to own more than 50% of the total fair market value or total voting power of the stock of such corporation, or to have effective control of such corporation within the meaning of part (b) of this Section, and such person or group acquires additional stock of such corporation, the acquisition of additional stock by such person or group shall not be considered to cause a "change in the ownership" of such corporation.(b)A "change in the effective control" of the applicable corporation shall occur on either of the following dates:(i)The date on which any one person, or more than one person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of such corporation possessing 30% or more of the total voting power of the stock of such corporation, as determined in accordance
Definitions. The following words and phrases, for which the first letter is capitalized, shall have the meaning specified when used in this Plan, unless the context clearly indicates otherwise: Account means a Participants interest in the assets accumulated under this Plan as expressed in terms of a separate account balance (as described in more detail in Section 5.1), which is periodically adjusted to reflect contributions, the Plans investment experience, distributions, and forfeitures. Reference to a Participants Accounts include every Account established on behalf of the Participant under the Plan. Active Participant means any Employee who has satisfied the eligibility requirements of Section 3.1 and who qualifies as an Active Participant for a particular Plan Year under Section 4.1 or, with respect to Employer Discretionary Contributions, the applicable requirements set forth in Section 4.2. Actual Contribution Percentage means, for a specified group of Active Participants for a Plan Year, the average of the ratios (calculated separately for each Participant in such group) of (i) the amount of ACP Employer Contributions actually paid to the Trust on behalf of such Participant for the Plan Year to (ii) the Participants Total Compensation for such Plan Year, as set forth in Section 4.8. For this purpose, ACP Employer Contributions on behalf of any Active Participant shall include: (A) any Employer Matching Contributions, but excluding (1) Employer Matching Contributions that are taken into account in the Actual Deferral Percentage test (provided the Actual Contribution Percentage test is met both with and without exclusion of these Matching Contributions) and (2) Employer Matching Contributions made for prior Plan Years in connection with qualified military service under Section 414(u) of the Code; and (B) at the election of the Company, Qualified Non-elective Contributions and Qualified Matching Contributions. For purposes of computing the Actual Contribution Percentages, Employees who would be an Active Participant but for the failure to make Elective Deferral Contributions shall be treated as an Active Participant on whose behalf no Employer Matching Contributions are made. Actual Deferral Percentage means, for a specified group of Active Participants for a Plan Year, the average of the ratios (calculated separately for each Participant in such group) of (i) the amount of ADP Employer Contributions actually paid to the Trust on behalf of such Participant for the Plan Year to (ii) the Participants Total Compensation for such Plan Year, as set forth in Section 4.6. For this purpose, ADP Employer Contributions on behalf of any Active Participant shall include: (A) any Elective Deferral Contributions made pursuant to the Participants deferral election (including Roth Contributions and Excess Elective Deferral Contributions of Highly Compensated Employees), but excluding (1) Excess Elective Deferral Contributions of Non-highly Compensated Employees, (2) Elective Deferral Contributions that are taken into account in the Actual Contribution Percentage test (provided the Actual Deferral Percentage test is satisfied both with and without exclusion of these Elective Deferral Contributions) and (3) Elective Deferral Contributions made for prior Plan Years in connection with qualified military service under Section 414(c) of the Code; and (B) at the election of the Employer, Qualified Non-elective Contributions and Qualified Matching Contributions. For purposes of computing the Actual Deferral Percentages, an Employee who would be a Participant but for the failure to make Elective Deferral Contributions shall be treated as a Participant on whose behalf no Elective Deferral Contributions are made. Affiliate means, in connection with the Company, any other entity (whether corporation, partnership, sole proprietorship or otherwise) if both it and the Company are: (a) corporations which are members of a controlled group of corporations as defined in Section 414(b) of the Code; (b) trades or businesses (whether or not incorporated) which are under common control as defined in regulations under Section 414(c) of the Code; (c) members of an affiliated service group as defined in Section 414(m) of the Code; or (d) required to be aggregated pursuant to regulations under Section 414(o) of the Code. For purposes of applying the limitations set forth in Section 6 relating to Section 415 of the Code, a parent-subsidiary arrangement resulting in an entity being an Affiliate shall be determined by using a more than 50 percent test, instead of an at least 80 percent test under Sections 414(b) and (c) of the Code. Alternate Payee means a Spouse, former Spouse, child, or other dependent of a Participant, as designated under a QDRO. Anniversary Date means the last day of each Plan Year. Beneficiary means the person, persons, or entity designated by a Participant to receive benefits payable under the Plan on the Participants death or, in the abs
Definitions from Long Term Incentive Plan
Definitions. In addition to the terms defined elsewhere in the Plan, the following shall be defined terms under the Plan: 2.01 Assumed where used to describe an Award, means that, pursuant to a transaction resulting in a Change in Control, either (a) the Award is expressly affirmed by the Corporation or (b) the contractual obligations represented by the Award are expressly (and not merely by operation of law) assumed by the surviving or successor corporation or entity to the Corporation, or any parent or subsidiary of either thereof, or any other corporation or entity that is a party to the transaction resulting in the Change in Control, in connection with such Change in Control, with appropriate adjustments to the number and kind of securities of such surviving or successor corporation or entity, or such other applicable parent, subsidiary, corporation or entity, subject to the Award and the exercise or purchase price thereof, which preserves the compensation element of the Award existing at the time of such Change in Control transaction, and provides for subsequent payout in accordance with the same (or more favorable) payment and vesting schedule applicable to such Award, as determined in accordance with the instruments evidencing the agreement to assume the Award. The determination of Award comparability for this purpose shall be made by the Committee, and its determination shall be final, binding and conclusive. 2.02 Award means any Performance Award, Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit or Dividend Equivalent granted to a Participant under the Plan. 2.03 Award Agreement means any written or electronic agreement, contract, or other instrument or document evidencing an Award. The Committee may provide for the use of electronic, internet or other non-paper Award Agreements, and the use of electronic, internet or other non-paper means for the acceptance thereof and actions thereunder by a Participant. 2.04 Board means the Board of Directors of the Corporation. 2.05 Cause means, unless otherwise provided in the Participants Award Agreement: (i) a felony conviction of the Participant or the failure of the Participant to contest prosecution for a felony; (ii) the Participants gross and willful misconduct in connection with the performance of the Participants duties with the Corporation and/or a Subsidiary or (iii) the willful and continued failure of the Participant to substantially perform the Participants duties with the Corporation after a written demand from the Board or the Committee for substantial performance which specifically identifies the manner in which the Board or the Committee, as the case may be, believes that the Participant has not performed the Participants duties with the Corporation, provided that the event or circumstance described in clause (i), (ii) or (iii) is directly and materially harmful to the business or reputation of the Corporation or any Subsidiary; provided further, however, that, if at any particular time the Participant is subject to an effective employment agreement or Change in Control agreement with the Corporation or a Subsidiary, then, in lieu of the foregoing definition, Cause shall at that time have such meaning as may be specified in such employment agreement or Change in Control agreement, as applicable. 2.06 Change in Control and related terms are defined in Section 9. 2.07 Code means the Internal Revenue Code of 1986, as amended from time to time. References to any provision of the Code shall be deemed to include successor provisions thereto and regulations thereunder. 2.08 Committee means the Compensation and Management Development Committee of the Board, or such other Board committee as may be designated by the Board to administer the Plan, or any subcommittee of either; provided, however, that the Committee, and any subcommittee thereof, shall consist of three or more directors (or such lesser number as may be permitted by applicable law or rule), each of whom is a disinterested person within the meaning of the applicable provisions of Rule 16b-3 under the Exchange Act, is, to the extent that an exception from the deduction limitations of Section 162(m) of the Code is sought with respect to Awards, an outside director within the meaning of Section 162(m)(3)(c) of the Code and Treasury Regulation Section 1.162-27(e)(3), as amended from time to time, and satisfies such additional regulatory or listing requirements as the Board may determine to be applicable or appropriate, and any such other criteria of independence as the Board may establish. 2.09 Corporation is defined in Section 1. 2.10 Covered Employee means any Participant who the Committee determines, at the time an Award is granted to such Participant, is, or may as of the end of the tax year in which the Corporation or a Subsidiary would claim a tax deduction in connection with such Award, a covered employee within the meaning of Section 162(m) of the Code, and successor provisi
Definitions. For purposes of this Plan, the following terms shall have the following meanings: 2.1 Cause shall mean a termination of employment initiated by the Company on account of any of the following actions by the Participant: (a) conviction of any felony or any other crime involving moral turpitude, (b) fraud against the Company or any of its Subsidiaries or affiliates or theft of or maliciously intentional damage to the property of the Company or any of their Subsidiaries or affiliates, (c) willful breach of the Participants fiduciary duties to the Company, or (d) breach by the Participant of any provision of this Plan; provided, however, that with respect to clause (d) above, in order for the Participant to be terminated with Cause, the unacceptable conduct must continue after the Company has given the Participant written notice thereof and a reasonable opportunity to correct such conduct. 2.2 Change in Control shall mean the occurrence of any of the following events:
Definitions from Stock Incentive Plan
The purpose of this stock incentive plan is to foster and promote the Companys long-term financial success and materially increase stockholder value by (a) motivating superior performance, (b) encouraging and providing for the acquisition of an ownership interest in the Company by Employees and (c) enabling the Company and its Subsidiaries to attract and retain the services of an outstanding management team upon whose judgment, interest and special effort the successful conduct of its and their operations is largely dependent. This Plan is an amended and restated version of the Second Amended and Restated PQ Group Holdings Inc. Stock Incentive Plan, which the Company assumed from PQ Holdings Inc. on May 4, 2016. Capitalized terms have the meaning given in Article XIII.
Definitions. Whenever used herein, the following terms shall have the respective meanings set forth below: Award means a grant of Restricted Stock, Options, Stock Appreciation Rights or Deferred Stock Units, Dividend Equivalents or other share awards or an offer and sale of the same, in each case pursuant to the terms of the Plan. Award Agreement means a Restricted Stock Agreement, Option Agreement, SAR Agreement, or Deferred Stock Unit Agreement or other agreement pursuant to which an Award is granted. Board means the Board of Directors of the Company, or the compensation committee established by such Board of Directors. Cause means (i) the failure by the Participant to perform such duties as are reasonably requested by the Board or the Participants supervisor which is not cured within 30 days of receipt by the Participant of written notice detailing the same; (ii) the failure by the Participant to observe any material Company policies and material policies of any Subsidiary generally applicable to the Participant of which the Participant has notice; (iii) gross negligence or willful misconduct by the Participant in the performance of his duties or the Participants willful disregard of his duties; (iv) the commission by the Participant of any act which results in his conviction, or plea of guilty or no contest to, a felony, or his commission of any act involving moral turpitude, fraud or theft; (v) Participants material breach of fiduciary duty with respect to the Company or any of Subsidiary; (vi) the material breach by the Participant of any Award Agreement, any Subscription Agreement, the Stockholders Agreement, any employment agreement with the Company or any Subsidiary or any other agreement to which the Company or any Subsidiary and the Participant are or may become a party (vii) any acts of dishonesty undertaken by the Participant and intended to result in substantial enrichment, at the Companys expense, of the Participant or any other Person or (viii) in the case of an Eligible Director, removal from the Board for cause in accordance with the General Corporation Law of the State of Delaware; provided that if the Participant is party to an employment agreement with the Company or any of its Subsidiaries, Cause shall have the meaning set forth in such agreement. CCMP Investors has the meaning set forth in the Stockholders Agreement. Change in Control means the first to occur of the following events after the Grant Date:
DEFINITIONS from Severance Plan
The purpose of the Plan is to enable the Company to offer certain protections to a select group of management or highly compensated employees (as determined in accordance with Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA) if their employment with the Employer is terminated under the circumstances described herein. The Plan was initially adopted effective as of March 3, 2010, was subsequently amended and restated effective as of September 23, 2014 December 9, 2015, and March 2, 2016 and amended as of December 7, 2016. The Plan is subsequently amended and restated in the form herein, effective as of June 8, 2017.
DEFINITIONS. For purposes of the Plan, capitalized terms and phrases used herein shall have the meanings ascribed in this Article. 1.1 Affiliate shall mean any subsidiary corporation of the Company within the meaning of Section 424(f) of the Code, any corporation, trade or business (including, without limitation, a partnership or limited liability company) which is directly or indirectly controlled 50% or more (whether by ownership of stock, assets or an equivalent ownership interest or voting interest) by the Company, or any other entity which is designated as an Affiliate by the Board or the Committee. 1.2 Base Salary shall mean a Participants annual base compensation rate for services paid by the Employer to the Participant at the time immediately prior to the Participants termination of employment, as reflected in the Employers payroll records or, if higher, the Participants annual base compensation rate immediately prior to a Change in Control. Base Salary shall not include commissions, bonuses, overtime pay, incentive compensation, benefits paid under any qualified plan, any group medical, dental or other welfare benefit plan, non-cash compensation or any other additional compensation, but shall include amounts reduced pursuant to a Participants salary reduction agreement under Section 125, 132(f)(4) or 401(k) of the Code, if any, or a nonqualified elective deferred compensation arrangement, if any, to the extent that in each such case the reduction is to base salary. 1.3 Board shall mean the Board of Directors of the Company. 1.4 Bonus shall mean the higher of (a) a Participants average of the most recent three (3) year aggregate annual cash performance bonuses actually paid to such Participant on a semi-annual basis or (b) a Participants annual target cash performance bonus opportunity relating to the fiscal year in which a Change in Control shall occur, as determined under an agreement between the Participant and the Employer, or under any written bonus plan, program or arrangement approved by the Board or the Compensation Committee of the Board. For purposes of calculating a years aggregate annual cash performance bonus referred to in Section 1.4(a), such aggregate annual bonus shall equal the sum of the two seasonal bonuses actually paid to a Participant with respect to a fiscal year. Bonus shall not include any other bonus to be paid upon completion of any specified project or upon the occurrence of a specified event, including, without limitation, a Change in Control. For the avoidance of doubt, any and all references in this Section 1.4 to annual cash performance bonuses and annual target cash performance bonus mean only those cash bonuses earned or to be earned under the Companys short-term incentive programs in respect of actual performance. 1.5 Cause shall mean the occurrence of any of the following with respect to an Eligible Employee:
DEFINITIONS from Equity Incentive Plan
DEFINITIONS. As used in this Plan, and except as elsewhere defined herein, the following terms will have the following meanings: Award means any award under the Plan, including any Option, Restricted Stock, Stock Bonus, Stock Appreciation Right, Restricted Stock Unit or award of Performance Shares. Award Agreement means, with respect to each Award, the written or electronic agreement between the Company and the Participant setting forth the terms and conditions of the Award, including a country-specific addenda for non-U.S. Participants, which shall be in substantially a form (which need not be the same for each Participant) that the Committee (or in the case of non-Insider Participants, the Committees delegate), has from time to time approved, and will comply with and be subject to the terms and conditions of this Plan. Award Transfer Program means, any program instituted by the Committee that would permit Participants the opportunity to transfer for value any outstanding Awards to a financial institution or other person or entity approved by the Committee. A transfer for value shall not be deemed to occur under this Plan where an Award is transferred by a Participant for bona fide estate planning purposes to a trust or other testamentary vehicle approved by the Committee. Board means the Board of Directors of the Company. Cause means unless such term or an equivalent term is otherwise defined with respect to an Award by the Participants Award Agreement or by a written contract of employment or service, any of the following: (i) the Participants theft, dishonesty, willful misconduct, breach of fiduciary duty for personal profit, or falsification of any Company documents or records; (ii) the Participants material failure to abide by a Companys code of conduct or other policies (including, without limitation, policies relating to confidentiality and reasonable workplace conduct); (iii) the Participants unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of a Company (including, without limitation, the Participants improper use or disclosure of a Companys confidential or proprietary information); (iv) any intentional act by the Participant which has a material detrimental effect on a Companys reputation or business; (v) the Participants repeated failure or inability to perform any reasonable assigned duties after written notice from a Company of, and a reasonable opportunity to cure, such failure or inability; (vi) any material breach by the Participant of any employment, service, non-disclosure, non-competition, non-solicitation or other similar agreement between the Participant and a Company, which breach is not cured pursuant to the terms of such agreement; or (vii) the Participants conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which impairs the Participants ability to perform his or her duties with a Company. Code means the United States Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder. Committee means the Compensation Committee of the Board or those persons to whom administration of the Plan, or part of the Plan, has been delegated as permitted by law. Common Stock means the common stock of the Company. Company means Immersion Corporation, or any successor corporation. Consultant means any person, including an advisor or independent contractor, engaged by the Company or a Parent or Subsidiary to render services to such entity. Corporate Transaction means the occurrence of any of the following events: (i) any person (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the beneficial owner (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Companys then-outstanding voting securities; (ii) the consummation of the sale or disposition by the Company of all or substantially all of the Companys assets; (iii) the consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation or (iv) any other transaction which qualifies as a corporate transaction under Section 424(a) of the Code wherein the stockholders of the Company give up all of their equity interest in the Company (except for the acquisition, sale or transfer of all or substantially all of the outstanding shares