Definitions. All capitalized terms not otherwise defined herein are used as defined in the Agreement (including terms incorporated therein by reference).
Definitions. Any reference in this Agreement to a 'termination of employment,' severance from employment, separation from employment, resignation or discharge otherwise entitling the Executive to payment hereunder shall be deemed to mean a Termination of Employment; provided, however, that with respect to any benefit or payment described in this Agreement which is subject to Code Section 409A, no Termination of Employment shall occur unless a separation from service under Code Section 409A has occurred.
Definitions. Except as otherwise provided herein, capitalized terms used in this Amendment shall have the definitions set forth in the Agreement amended hereby.
Definitions. Unless otherwise defined within this Amendment, a capitalized term within this Amendment shall have the same meaning ascribed to the same capitalized term within the Agreement.
Definitions. All other terms of the Agreement shall remain in full force and effect. The Agreement, as amended by this Amendment, constitutes the entire agreement between the parties with respect to the subject matter thereof.
Definitions. (a) "Board" means the Board of Directors of PubCo. (b) "Business Combination" means the transactions contemplated by that certain Agreement and Plan of Merger, dated as of July 9, 2019 as amended October 2, 2019 (the "Merger Agreement"), by and among Vieco 10 Limited, a company limited by shares under the laws of the British Virgin Islands, Foundation Sub 1, Inc., a Delaware corporation and a direct wholly owned subsidiary of Social Capital Hedosophia Holdings, Corp., a Cayman Island... exempted Company ("SCH") Foundation Sub 2, Inc., a Delaware corporation and a direct wholly owned subsidiary of SCH, Foundation Sub LLC, a Delaware limited liability company and a direct wholly owned subsidiary of SCH, TSC Vehicle Holdings, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Vieco 10 Limited, Virgin Galactic Vehicle Holdings, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Vieco 10 Limited, and VGH, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Vieco 10 Limited. (c) "Cause" means the occurrence of any one or more of the following events: (i) the Executive's willful failure to substantially perform his duties with the Company (other than any such failure resulting from the Executive's incapacity due to physical or mental illness or any such actual or anticipated failure after his issuance of a Notice of Termination for Good Reason), including the Executive's failure to follow any lawful directive from the CEO within the reasonable scope of the Executive's duties and the Executive's failure to correct the same (if capable of correction, as determined by the CEO), within 30 days after a written notice is delivered to the Executive, which demand specifically identifies the manner in which the CEO believes that the Executive has not performed his duties; (ii) the Executive's commission of, indictment for or entry of a plea of guilty or nolo contendere to a felony crime (excluding vehicular crimes) or a crime of moral turpitude; (iii) the Executive's material breach of any material obligation under any written agreement with the Company or its affiliates or under any applicable policy of the Company or its affiliates (including any code of conduct or harassment policies), and the 9 Executive's failure to correct the same (if capable of correction, as determined by the CEO), within 30 days after a written notice is delivered to the Executive, which demand specifically identifies the manner in which the CEO believes that the Executive has materially breached such agreement; (iv) any act of fraud, embezzlement, theft or misappropriation from the Company or its affiliates by the Executive; (v) the Executive's willful misconduct or gross negligence with respect to any material aspect of the Company's business or a material breach by the Executive of his fiduciary duty to the Company or its affiliates, which willful misconduct, gross negligence or material breach has a material and demonstrable adverse effect on the Company or its affiliates; (vi) the Executive's commission of an act of material dishonesty resulting in material reputational, economic or financial injury to the Company or its affiliates. (d) "Change in Control" has the meaning set forth in the Plan. (e) "Code" means the Internal Revenue Code of 1986, as amended and the regulations thereunder. (f) "Date of Termination" means the date on which the Executive's employment with the Company terminates. (g) "Disability" means that the Executive has become entitled to receive benefits under an applicable Company long-term disability plan or, if no such plan covers the Executive, as determined in the reasonable discretion of the Board. (h) "Good Reason" means the occurrence of any one or more of the following events without the Executive's prior written consent, unless the Company fully corrects the circumstances constituting Good Reason (provided such circumstances are capable of correction) as provided below: (i) a material diminution in the Executive's Base Salary or Target Bonus; (ii) a change in the geographic location of the Principal Location by more than 35 miles from its existing location; (iii) a material diminution in the Executive's title, authority or duties, as contemplated by this Agreement, excluding for this purpose any isolated, insubstantial or inadvertent actions not taken in bad faith and which are remedied by the Company promptly after receipt of notice thereof given by the Executive; (iv) the Company's material breach of this Agreement. Notwithstanding the foregoing, the Executive will not be deemed to have resigned for Good Reason unless (1) the Executive provides the Company with written notice setting forth in reasonable detail the facts and circumstances claimed by the Executive to constitute Good Reason within 30 days after the date of the occurrence of any event that the Executive knows or should reasonably have known to constitute Good Reason, (2) the Company fails to cure such acts or omissions within 30 days following its receipt of such notice, and (3) the effective date of the Executive's termination for Good Reason occurs no later than 60 days after the expiration of the Company's cure period. 10 (i) "Notice of Termination" means a written notice which (i) indicates the specific termination provision in this Agreement relied upon, (ii) sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive's employment under the provision so indicated and (iii) if the Date of Termination is other than the date of receipt of such notice, specifies the termination date (which date shall be not more than 30 days after the giving of such notice unless as otherwise provided upon a termination for Good Reason). (j) "Qualifying Termination" means a termination of the Executive's employment (i) by the Company without Cause (other than by reason of the Executive's death or Disability), or (ii) by the Executive for Good Reason. (k) "Section 409A" means Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder. (l) "Separation from Service" means a "separation from service" (within the meaning of Section 409A).View More
