Definitions. Each word and term used in this Work Order, but not defined, has the meaning specified in the Agreement unless a clear contrary interpretation otherwise applies.
Definitions. The terms, conditions, and restrictions applicable to the Option are specified in the Plan, this Award Agreement, including Exhibit A - Option Rules and Exhibit B - Section 280G Rules, and the prospectus dated January 2017 and any applicable prospectus supplement (together, the "Prospectus"). The terms, conditions and restrictions in the Plan and Prospectus include, but are not limited to, provisions relating to amendment, vesting, cancellation, and exercise, all of which are hereby... incorporated by reference into this Award Agreement to the extent not otherwise set forth herein. By accepting the Option, the Participant acknowledges receipt of the Prospectus and that he or she has read and understands the Prospectus. The Participant understands that the Option and all other incentive awards are entirely discretionary and that no right to receive an award exists absent a prior written agreement with the Company to the contrary. The Participant also understands that the value that may be realized, if any, from the Option is contingent, and depends on, the future market price of the Common Stock, among other factors. The Participant further confirms the Participant's understanding that the Option is intended to promote employee retention and stock ownership and to align employees' interests with those of shareholders, is subject to vesting conditions and will be cancelled if the vesting conditions are not satisfied. Thus, the Participant understands that (a) any monetary value assigned to the Option in any communication regarding the Option is contingent, hypothetical, or for illustrative purposes only, and does not express or imply any promise or intent by the Company to deliver, directly or indirectly, any certain or determinable cash value to the Participant; (b) receipt of the Option or any incentive award in the past is neither an indication nor a guarantee that an incentive award of any type or amount will be made in the future, and that absent a written agreement to the contrary, the Company is free to change its practices and policies regarding incentive awards at any time; (c) vesting may be subject to confirmation and final determination by the Committee that the vesting conditions have been satisfied; and (d) Shares received upon exercise of the Option shall be subject to lock-up restrictions as described in Section 15 of this Award Agreement. The Participant shall have no rights as a stockholder of the Company with respect to any shares covered by the Option unless and until the Option vests, is properly exercised and shares of Common Stock are issued.View More
Definitions. 3.2 "Account" means a hypothetical bookkeeping account or accounts established in the name of each Participant and maintained by the Company to reflect each Participant's interests under the Plan.
Definitions. (a) "Annual Base Salary" shall have the meaning set forth in Section 4. (b) "Board" shall mean the Board of Directors of the Company. (c) "Cause" for the Company to terminate the Executive's employment hereunder shall exist upon the Executive's: (i), fraud, theft, embezzlement, proven gross negligence in connection with Executive performing her duties and responsibilities hereunder. (ii) conviction of a felony or a crime involving moral turpitude; or (iii) breach of any material provision of... this Agreement, including without limitation, Section 7 and Section 8, after notice given to Executive within ninety (90) days of Company first having direct knowledge of the occurrence of such material breach by Executive, and, to the extent curable, thirty (30) days opportunity for cure. (d) "Change in Control" shall mean any transaction or series of related transactions the consummation of which results in Executive (or Executive's Immediate Family) holding or having a beneficial interest in shares of the Company's capital stock having less than fifty percent (50%) of the voting power of the Company's outstanding capital stock; provided that any such transaction is a bona fide transaction between the Company and a third party (or parties) unrelated to the Executive, as determined by the Board in good faith. For purposes of this Agreement, "Immediate Family" shall mean any person, trust, or estate who qualifies as a "Permitted Class B Transferee" as set forth in the Company's Articles of Incorporation. (e) "Company" shall have the meaning set forth in the preamble hereto. (f) "Compensation Committee" means the compensation committee of the Board. (g) "Contract Year" shall mean each twelve month period beginning on the Effective Date or an annual anniversary thereof. (h) "Date of Termination" shall mean if the Executive's employment is terminated (i) due to her death, the date of death as set forth in Section 5(a)(i); (ii) due to her Disability as set forth in Section 5(a)(ii), 30 days after receipt of the written notice as set forth in Section 5(b), (iii) pursuant to Section 5(a)(iii), or Section 5(a)(iv), the date of termination set forth in the written notice as set forth in Section 5(b), subject to the notice and cure provision set forth in Section 1(c)(iii), if applicable, (iv) pursuant to Section 5(a)(v), the date of termination set forth in the written notice as set forth in Section 5(b), subject to the applicable notice and cure period set forth in Section 1(l) and (v) pursuant to Section 5(a)(vi), 90 days after receipt of the written notice set forth in Section 5(b). (i) "Disability" shall mean the absence of the Executive from the Executive's duties to the Company on a full-time basis for a period of 180 consecutive days as a result of incapacity due to mental or physical illness. (j) "Effective Date" of this Agreement shall mean January 1, 2017. (k) "Executive" shall have the meaning set forth in the preamble hereto. (l) "Good Reason" shall mean the occurrence of any of the following events without the prior written consent of the Executive, provided that the Executive provides written notice to the Company of the occurrence of such event within ninety (90) days after Executive first has direct knowledge of the event, which written notice shall include a description of the existence of the condition underlying such event, and the Company does not remedy such event within thirty (30) days of receipt of such written notice from the Executive: (i) Company fails to make payment or provide benefit(s) to the Executive hereunder; (ii) a material diminution in the Executive's Annual Base Salary; (iii) a material diminution in the Executive's authority, duties or responsibilities; (iv) a material diminution in the budget over which the Executive retains authority; 2 (v) a material change in the geographic location at which the Executive must perform services under this Agreement; or (vi) any other action or inaction that constitutes a material breach by the Company of this Agreement. (vii) a Change of Control. (m) "Notice of Termination" shall have the meaning set forth in Section 5(b). (n) "Restricted Stock Unit" shall have the meaning set forth in the Beasley Broadcast Group Inc. 2007 Equity Incentive Award Plan. (o) "Term" shall have the meaning set forth in Section 2(b).View More
Definitions. All capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Contribution Agreement and the Operating Agreement.
Definitions. All capitalized terms used herein without definition shall have the meanings ascribed to them in the Membership Interest Purchase Agreement, as applicable.
