Definitions / Recently Added

Accrual means to come into existence as a legally enforceable claim.

FK Reading Ease
34.2

FK Grade Level
High School
  • Flag
  • Work Plan means each written plan for development of Product agreed upon by Acorda and Elan, which Work Plan sets forth the goals of the work, allocates the responsibilities of the parties for conducting the work, timelines, and any other terms and conditions agreed upon between the parties. All Work Plans shall be consecutively numbered and, upon execution by authorized representatives of the parties, shall be incorporated by reference into this Agreement.
    FK Reading Ease
    21.1

    FK Grade Level
    Graduate School
  • Flag
  • For purposes hereof, a “Change in Control” shall mean the occurrence of any of the following: (i) the sale, lease, transfer, conveyance or other disposition, in one or a series of related transactions, of all or substantially all of the assets of the Corporation to any “person” or “group” (as such terms are used in Sections 13(d)(3) and 14(d)(2) of the Securities Exchange Act of 1934 (“Act”)) other than Permitted Holders; (ii) any person or group, other than Permitted Holders, is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Act, except that a person shall be deemed to have “beneficial ownership” of all shares that any such person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 50 percent of the total voting power of the voting stock of the Corporation, including by way of merger, consolidation or otherwise; (iii) during any period of two consecutive years, Present and/or New Directors cease for any reason to constitute a majority of the Board; or (iv) the Permitted Holders’ beneficial ownership of the total voting power of the voting stock of the Corporation falls below 30 percent and either Ralph Lauren is not nominated for a position on the Board of Directors, or he stands for election to the Board of Directors and is not elected. For purposes of this Section 4.1(b), the following terms have the meanings indicated: “Permitted Holders” shall mean, as of the date of determination: (A) any and all of Ralph Lauren, his spouse, his siblings and their spouses, and descendants of them (whether natural or adopted) (collectively, the “Lauren Group”); and (B) any trust established and maintained primarily for the benefit of any member of the Lauren Group and any entity controlled by any member of the Lauren Group. “Present Directors” shall mean individuals who at the beginning of any such two consecutive year period were members of the Board. “New Directors” shall mean any directors whose election by the Board or whose nomination for election by the shareholders of the Corporation was approved by a vote of a majority of the directors of the Corporation who, at the time of such vote, were either Present Directors or New Directors.
    FK Reading Ease
    -29.5

    FK Grade Level
    Graduate School
  • Flag
  • For purposes hereof, “Cause” shall mean: (i) deliberate or intentional failure by the Executive to substantially perform the material duties of the Executive hereunder (other than due to disability as defined in 2.1(c)); or (ii) an act of fraud, embezzlement, theft, breach of fiduciary duty, dishonesty, or any other misconduct or any violation of law (other than a traffic violation) committed by the Executive; or (iii) intentional wrongful damage to material assets of the Corporation; or (iv) the Executive’s intentional wrongful disclosure of confidential information of the Corporation or any of its affiliates; or (v) the Executive’s intentional wrongful engagement in any competitive activity which would constitute a breach of this Agreement and/or of the Executive’s duty of loyalty; or (vi) the Executive’s intentional breach of any material employment policy of the Corporation; or (vii) performance by the Executive of her employment duties in a manner deemed by the Corporation, in its sole discretion, to be grossly negligent; or (viii) the commission of any act by the Executive, whether or not performed in the workplace, which subjects or, if publicly known, would be likely to subject the Corporation to public ridicule or embarrassment, or would likely be detrimental or damaging to the Corporation’s reputation, goodwill, or relationships with its customers, suppliers, vendors, or employees. No act, or failure to act, on the part of the Executive shall be deemed “intentional” if it was due primarily to an error in judgment or negligence, but shall be deemed “intentional” only if done, or omitted to be done, by the Executive not in good faith and without reasonable belief that her action or omission was in, or not opposed to, the best interest of the Corporation. Failure to meet performance standards or objectives of the Corporation shall not constitute Cause for purposes hereof.
    FK Reading Ease
    -55.3

    FK Grade Level
    Graduate School
  • Flag
  • “Involuntary Termination” means: (i) without such Participant’s express written consent, a reduction of the Participant’s title, authority, duties, position or responsibilities relative to the Participant’s title, authority, duties, position or responsibilities in effect immediately prior to such reduction; (ii) without such Participant’s express written consent, a reduction by the Company of the Participant’s base salary or bonus opportunity as in effect immediately prior to such reduction; (iii) without such Participant’s express written consent, the relocation of the Participant’s principal place of employment to a facility or a location more than fifty (50) miles from his or her current location; (iv) without such Participant’s express written consent, any purported termination of the Participant by the Company which is not effected for Cause or by reason of death or disability; or (v) the failure of the Company to obtain the assumption of this Plan by any successors contemplated in Section 5 below.
    FK Reading Ease
    -115.2

    FK Grade Level
    Graduate School
  • Flag
  • “Average Compensation” means the average of a Participant’s gross annual compensation, exclusive of any income relating to Company stock, as reported on the Participant’s W-2 for the three most recent years ending on or before the Date of Termination (excluding any such year in which the Participant was not employed, and annualizing compensation for any such year in which Participant was employed a partial year).

    FK Reading Ease
    -12.7

    FK Grade Level
    Graduate School
  • Flag
  • Average Compensation means the average of your W-2 wages from the Company for the five (5) calendar years (or, if you have been employed by the Company for less than five (5) calendar years, such lesser period of time) completed immediately prior to the calendar year in which the Change in Control is effected. Any W-2 wages for a partial year of employment will be annualized, in accordance with the frequency which such wages are paid during such partial year, before inclusion in your Average Compensation.

    FK Reading Ease
    27.6

    FK Grade Level
    Graduate School
  • Flag
  • Company Performance Percentage means the amount of success the Company has achieved based on the Company's priorities and other factors deemed appropriate for the semi-annual performance period in the sole discretion and judgment of the Plan Administrator.

    FK Reading Ease
    4.6

    FK Grade Level
    Graduate School
  • Flag
  • Base Eligible Earnings means the sum of all base wages as determined by the Company (including overtime, retro pay, money paid during a leave of absence by the Company, personal time off (PTO) used during the period and holiday pay as applicable) that Facebook paid the participant during the semi-annual Eligibility Period excluding bonuses, stock gains, commissions, relocation amounts, accrued but unused PTO, expense reimbursements, or benefits.
    FK Reading Ease
    -28.9

    FK Grade Level
    Graduate School
  • Flag