Definitions

Definitions. (a) "Bank" means Eastern Bank and shall include its subsidiaries, affiliates and successors. (b) "Base Compensation" means Executive's annual rate of fixed salary as in effect immediately prior to termination of employment (without reduction for salary reduction contributions to any qualified or non-qualified employee benefit plan or fringe benefit plan) plus Executive's Incentive Award. (c) "Cause" for termination of Executive's employment by the Bank means: (1) any act of gross misconduct or... gross negligence by Executive which results in material harm to the Bank, whether monetarily or otherwise; (2) any act of dishonesty, disloyalty or fraud by Executive which results in material harm to the Bank, whether monetarily or otherwise; (3) Executive's conviction of, or plea of nolo contendere to, any felony or any crime involving moral turpitude; or (4) Executive's failure to perform a substantial portion of the duties of Executive's position adequately for a period of more than thirty (30) days after written notice from the Bank describing such failure. (d) "Code" means the Internal Revenue Code, as from time to time amended, and includes references to successor provisions thereof. (e) "Confidential Information," for purposes of this Agreement, includes without limitation, financial information, business plans, prospects, customer lists, and opportunities (such as lending relationships, financial product developments, or possible acquisition or dispositions of businesses or facilities) which have been discussed or considered by the management of the Bank or any of its affiliates, but does not include any information which has become part of the public domain by means other than Executive's nonobservance of Executive's obligations under this Agreement. (f) "Disability" means that Executive (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Bank. (g) "Incentive Award" means Executive's annual target award under the Bank's Management Incentive Plan or any plan the Bank shall adopt as a successor to that program (the "MIP") for the year in which Executive's employment is terminated or, if higher, the average of Executive's annual incentive awards under the MIP for the two years prior to the year in which Executive's employment is terminated. (h) The use of gendered pronouns in this Agreement is for convenience of reference only. Where the context requires, "he" shall be interpreted as "he or she" and "his" shall be interpreted as "his or her." View More

Definitions. Any definitions contained in this Agreement shall include any necessarily corresponding definitions as the context may require. Any capitalized or otherwise defined term used in this Agreement shall have the meaning ascribed in this Agreement regardless of whether such meaning is ascribed earlier or later in this document than the reference in question.

Definitions. (a)"Affiliate" shall mean any (i) Subsidiary and (ii) any other entity other than the Corporation in an unbroken chain of entities beginning with the Corporation if, at the time of the granting of the option, each of the entities, other than the last entity in the unbroken chain, owns or controls 50 percent or more of the total ownership interest in one of the other entities in such chain. (b)"Board" shall mean the Board of Directors of the Corporation. (c)"Code" shall mean the Internal Revenue... Code of 1986, of the USA, as amended. Any reference to a section of the Code herein shall be a reference to any successor or amended section of the Code. (d)"Code Section 423 Plan" shall mean an employee stock purchase plan which is designed to meet the requirements set forth in Code Section 423. (e)"Committee" shall mean the committee appointed by the Board in accordance with Section 14 of the Plan. (f)"Common Stock" shall mean the Common Stock of the Corporation, or any stock into which such Common Stock may be converted. (g)"Compensation" shall mean an Employee's base cash compensation, commissions and shift premiums paid on account of personal services rendered by the Employee to the Corporation or a Designated Affiliate, but shall exclude payments for overtime, incentive compensation, incentive payments and bonuses, with any modifications determined by the Committee. The Committee shall have the authority to determine and approve all forms of pay to be included in the definition of Compensation and may change the definition on a prospective basis. (h)"Contributions" shall mean the payroll deductions (to the extent permitted under applicable local law) and other additional payments that the Corporation may allow to be made by a Participant to fund the exercise of options granted pursuant to the Plan if payroll deductions are not permitted under applicable local law. (i)"Corporation" shall mean HP Inc., a Delaware corporation. (j)"Designated Affiliate" shall mean an Affiliate that has been designated by the Committee as eligible to participate in the Plan with respect to its Employees. In the event the Designated Affiliate is not a Subsidiary, it shall be designated for participation in the Non-423 Plan. (k)"Employee" shall mean an individual classified as an employee (within the meaning of Code Section 3401(c) and the regulations thereunder or as otherwise determined under applicable local law) by the Corporation or a Designated Affiliate on the Corporation's or such Designated Affiliate's payroll records during the relevant participation period. Employees shall not include individuals whose customary employment is for not more than five (5) months in any calendar year (except those Employees in such category the exclusion of whom is not permitted under applicable local law) or individuals classified as independent contractors. (l)"Entry Date" shall mean the first Trading Day of the Offering Period. (m)"Fair Market Value" shall be the closing sales price for the Common Stock (or the closing bid, if no sales were reported) as quoted on the New York Stock Exchange on the date of determination if that date is a Trading Day, or if the date of determination is not a Trading Day, the last market Trading Day prior to the date of determination, as reported in The Wall Street Journal or such other source as the Committee deems reliable. (n)"Non-423 Plan" shall mean an employee stock purchase plan which does not meet the requirements set forth in Code Section 423. (o)"Offering Period" shall mean the period of six (6) months during which an option granted pursuant to the Plan may be exercised, commencing on the first Trading Day on or after May 1 and November 1, respectively. The duration and timing of Offering Periods may be changed or modified by the Committee. (p)"Participant" shall mean a participant in the Plan as described in Section 5 of the Plan. (q)"Plan" shall mean this Employee Stock Purchase Plan which includes: (i) a Code Section 423 Plan and (ii) a Non-423 Plan. (r)"Purchase Date" shall mean the last Trading Day of each Offering Period. (s)"Purchase Price" shall mean 95% of the Fair Market Value of a share of Common Stock on the Purchase Date; provided however, that the Purchase Price may be adjusted by the Committee pursuant to Section 7.4. (t)"Shareowner" shall mean a record holder of shares entitled to vote shares of Common Stock under the Corporation's by‐laws. (u)"Subsidiary" shall mean any corporation (other than the Corporation) in an unbroken chain of corporations beginning with the Corporation, as described in Code Section 424(f). (v)"Trading Day" shall mean a day on which U.S. national stock exchanges and the national market system are open for trading. View More

Definitions. Initial Exercise Date: June 26, 2020. Trading Day: A day on which the Company's common stock trades in the public market. Termination Date: September 25, 2020.

Definitions. (a) If the Recipient is party to an employment, consulting or severance agreement with the Company that contains a definition of "cause" for termination of employment, "Cause" shall have the meaning ascribed to such term in such agreement. Otherwise, "Cause" shall exist upon (i) a good faith finding by the Board of Directors of the Company (A) of repeated and willful failure of the Recipient after written notice to perform the Recipient's reasonably assigned duties for the Company, or (B) that... the Recipient has engaged in dishonesty, gross negligence or misconduct, which dishonesty, gross negligence or misconduct has had a material adverse effect on the business affairs of the Company; (ii) the conviction of the Recipient of, or the entry of a pleading of guilty or nolo contendere by the Recipient to, any crime involving moral turpitude or any felony; or (iii) a breach by the Recipient of any material provision of any invention and non-disclosure agreement or non-competition and non-solicitation agreement with the Company, which breach is not cured within ten days written notice thereof. View More

Definitions. For all purposes of this Fifth Supplemental Indenture: (a) capitalized terms used herein without definition shall have the meanings specified in the Indenture; (b) all references herein to Articles and Sections, unless otherwise specified, refer to the corresponding Articles and Sections of the Indenture; (c) the terms "herein", "hereof", "hereunder" and other words of similar import refer to this Fifth Supplemental Indenture; and (d) in the event of a conflict between any definition set forth... in the Indenture and any definition set forth in this Fifth Supplemental Indenture, the definition set forth in this Fifth Supplemental Indenture shall control. View More

Definitions. All capitalized terms used herein without definition shall have the meanings ascribed thereto in the Facility Agreement, as ended hereby.

Definitions. 1.2. "Affiliate" means any entity controlling, controlled by or under common control with either Party hereto. For purpose of this definition, "control" shall mean ownership of over fifty percent (50%) of the equity capital, the outstanding voting securities or other ownership interest of an entity, or the right to receive over fifty percent (50%) of the profits or earnings of an entity. In the case of non-stock organizations, the term "control" shall mean the power to control the distribution... of profits. View More

Definitions. Of terms herein shall apply equally to the singular and plural forms of the terms defined, (ii) whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms, (iii) the words "include", "includes" and "including" shall be deemed to be followed by the phrase "without limitation", (iv) the word "will" shall be construed to have the same meaning and effect as the word "shall", (v) any definition of, or reference to, any agreement, instrument or... other document herein shall be construed as referring to such agreement, instrument or other document, as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (vi) any reference herein to any Person shall be construed to include such Person's permitted successors and assigns, (vii) the words "herein", "hereof" and "hereunder", and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (viii) all references herein to Sections, Exhibits and Schedules shall be construed to refer to Sections of, and Exhibits and Schedules to, this Agreement, (ix) the words "asset" and "property" shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights, (x) the term "documents" includes any and all instruments, documents, agreements, certificates, notices, reports, financial statements and other writings, however evidenced, whether in physical or electronic form, (xi) in the computation of periods of time from a specified date to a later specified date, the word "from" means "from and including;" the words "to" and "until" each mean "to but excluding;" and the word "through" means "to and including", (xii) Section headings herein are included for convenience of reference only and shall not affect the interpretation of this Agreement and (xiii) where the context requires, terms relating to the Collateral or any part thereof, when used in relation to a Grantor, shall refer to such Grantor's Collateral or the relevant part thereof. View More

Definitions. In addition, the Participant may be required to electronically declare to the Bank of Spain any foreign accounts (including brokerage accounts held abroad), any foreign instruments and any transactions with non-Spanish residents (including any payments of cash made to the Participant by the Company into a U.S. brokerage account) if the balances in such accounts together with the value of such instruments as of December 31, or the volume of transactions with non-Spanish residents during the... prior or current year, exceed €1,000,000. Once the €1,000,000 threshold has been surpassed in either respect, the Participant will generally be required to report all of the Participant's foreign accounts, foreign instruments and transactions with non-Spanish residents, even if the relevant threshold has not been crossed for an individual item. The Participant will generally only be required to report on an annual basis. View More