Definitions

Definitions. The following terms shall have the meanings set forth in this Section 1 for purposes of this Agreement. Other terms are defined in the text of this Agreement.

Definitions. Capitalized terms used herein without definition have the meanings ascribed to such terms in the Security Agreements.

Definitions. Capitalized terms used herein that are not otherwise defined have the meanings set forth in the Purchase Agreement.

Definitions. Definitions of capitalized terms herein shall have the same as those in or incorporated in the Senior Excess New D&O policies.

Definitions. All capitalized terms not otherwise defined herein shall have the meanings assigned thereto in (or by reference in) Schedule I to the Base Indenture.

Definitions. Each capitalized term used herein and not otherwise defined herein has the meaning assigned to such term in the Bridge Term Loan Agreement, as amended by this First Amendment. Unless otherwise indicated, all section references in this First Amendment refer to sections of the Bridge Term Loan Agreement.

Definitions. Each capitalized term which is defined in the Loan Agreement, but which is not defined in this Amendment, shall have the meaning ascribed to such term in the Loan Agreement, as amended by this Amendment. Unless otherwise indicated, all section references in this Amendment refer to sections of the Loan Agreement.

Definitions. (a) "Accelerated Vesting Date" means the later of the (i) Eligible Participant's Date of Termination, or (ii) effective date of the Eligible Participant's Separation Agreement and Release. (b) "Accrued Benefits" means any earned but unpaid salary, unpaid expense reimbursements and accrued but unused vacation or paid time off, if applicable, which amounts shall be paid to the Eligible Participant within the time required by law but in no event more than 30 days after the Date of Termination. (c)... "Administrator" means the Board or the Compensation Committee of the Board. (d) "Base Salary" means the higher of the Eligible Participant's annual base salary in effect immediately prior to (i) the Eligible Participant's Date of Termination or (ii) the Change in Control. (e) "Cause" means: (i) conduct constituting a material act of misconduct in connection with the performance of the Eligible Participant's duties to the Company, including, without limitation, misappropriation of funds or property of the Company or any of its subsidiaries or affiliates other than the occasional, customary and de minimis use of Company property for personal purposes; (ii) the commission of any felony or a misdemeanor involving moral turpitude, deceit, dishonesty or fraud; (iii) non-performance of the Eligible Participant's duties to the Company (other than by reason of the Eligible Participant's physical or mental illness, incapacity or disability) or repeated violations of the Eligible Participant's material responsibilities and material duties as determined in good faith by the Company and which has continued for more than 30 days following written notice, which notice shall specify in reasonable detail the performance problems and the actions required to cure such performance problems; (iv) a breach by the Eligible Participant of any of the material provisions contained in any written agreement by and between the Eligible Participant and the Company that, if curable, is not cured within 30 days after the Company notifies the Eligible Participant in writing that it believes the Eligible Participant has breached such material provision, which notice shall specify in reasonable detail such breach and the actions required to cure such breach; (v) the Eligible Participant's material violation of any of the Company's written employment policies that has continued for more than 30 days following written notice thereof, which notice shall specify in reasonable detail such violation and the actions required to cure such violation; or (vi) the Eligible Participant's failure to cooperate with a bona fide internal investigation or an investigation by regulatory or law enforcement authorities, after being instructed by the Company to cooperate, or the Eligible Participant's willful destruction or failure to preserve documents or other materials known to be relevant to such investigation or inducement of others to fail to cooperate or to produce documents or other materials in connection with such investigation. (f) "Change in Control" means a Sale Event, as defined in the Company's 2018 Stock Option and Incentive Plan, as amended from time to time. (g) "Change in Control Period" means the two-year period immediately following a Change in Control. (h) "Code" means the Internal Revenue Code of 1986, as amended. (i) "Date of Termination" means the date that an Eligible Participant's employment with the Company (or any successor) ends. Notwithstanding the foregoing, an Eligible Participant's employment shall not be deemed to have been terminated solely as a result of the Eligible Participant becoming an employee of any subsidiary of the Company or any direct or indirect successor to the business or assets of the Company. (j) "Eligible Participants" means those executives or employees designated as such by the Administrator in its sole discretion, who are listed in Schedule C, attached hereto, as such schedule is amended by the Administrator from time to time, and who meet the eligibility requirements set forth in Section 3 of this Plan. (k) "Equity Awards" means all Stock Options, Time-Based Awards and Performance-Based Awards held by the Eligible Participants. (l) "Executive Team Participant" means each Eligible Participant who is not an NEO Participant who meets the eligibility requirements set forth in Section 3 of this Plan. (m) "Good Reason" means that the Eligible Participant has complied with the "Good Reason Process" following the occurrence of any of the following events: (i) a material diminution in the Eligible Participant's base salary, except for across-the-board salary reductions based on the Company's financial performance similarly affecting all or substantially all senior management employees of the Company; (ii) a material diminution in the Eligible Participant's authority, duties, or responsibilities; (iii) a material change in the geographic location of the Company office where the Eligible Participant is principally employed and required to perform services for the Company, except for required travel on the Company's business to an extent substantially consistent with his or her present business travel obligations or the business travel obligations of any subsequent position at the Company occupied by the Eligible Participant; and (iv) any other action or inaction that constitutes a material breach by the Company of a written employment agreement between the Company and the Eligible Participant. 2 (n) "Good Reason Process" means that (i) the Eligible Participant reasonably determines in good faith that a "Good Reason" condition has occurred; (ii) the Eligible Participant notifies the Company in writing of the first occurrence of the Good Reason condition within 90 days of the first occurrence of such condition; (iii) the Eligible Participant cooperates in good faith with the Company's efforts, for a period not less than 30 days following such notice (the "Cure Period"), to remedy the condition; and (iv) notwithstanding such efforts, the Good Reason condition continues to exist. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred. If the Company does not cure the Good Reason condition during the Cure Period, then termination for Good Reason shall be deemed to have occurred on the 31st day after the Company received notice from the Eligible Participant pursuant to clause (ii). (o) "NEO Participant" means each Eligible Participant set forth on Schedule D attached hereto, as such schedule may be amended by the Administrator from time to time, and who meets the eligibility requirements set forth in Section 3 of this Plan. (p) "Participation Agreement" means an agreement between an Eligible Participant and the Company that acknowledges the Eligible Participant's participation in this Plan. (q) "Performance-Based Awards" means all then-outstanding stock options and other stock-based awards of the Company that are subject to performance-based vesting and for which achievement of the performance metrics has not been determined as of the Date of Termination. (r) "Stock Options" means all then-outstanding options to purchase common stock of the Company that are subject to time-based vesting. (s) "Target Bonus" means the Eligible Participant's target annual incentive compensation for the then-current year. (t) "Time-Based Awards" means all then-outstanding stock-based awards (including restricted stock awards and restricted stock unit awards) of the Company, other than Stock Options, that are subject solely to time-based vesting. View More

Definitions. All capitalized terms used herein without definitions shall have the respective meanings set forth in the Note. Unless otherwise defined herein, terms used herein that are defined in the Uniform Commercial Code as in effect from time to time in the State of Texas (the "UCC") shall have the meanings assigned to them in the UCC. However, if a term is defined in Article 9 of the UCC differently than in another Article of the UCC, the term has the meaning specified in Article 9.

Definitions. All capitalized terms not otherwise defined herein shall have the meanings set forth in Part I of Appendix A to the Receivables Purchase Agreement, dated as of the date hereof (the "Receivables Purchase Agreement"), among Carvana, LLC as the seller and Carvana Receivables Depositor LLC as the purchaser. The rules of construction set forth in Part II of such Appendix A shall be applicable to this Agreement.