Eligible Award Recipients. Any employee, director or Consultant of the Company or an Affiliate who, in the judgment of the Committee, has contributed or can be expected to contribute to the profits or growth of the Company or the Affiliate is eligible to become a Participant. The Committee shall have the power and complete discretion, as provided in [Section 16], to select eligible Participants and to determine for each Participant the terms, conditions and nature of an Award and the number of shares to be allocated as part of the Award; provided, however, that any Award made to a member of the Committee must be approved by the Board.
Inducement Award Plan This Option shall be subject to and governed by the terms and conditions of the Plan in all respects, and to the extent of any inconsistency between this Option and the terms of the Plan, the terms of the Plan will control Optionee acknowledges receipt of a copy of the Plan and represents that Optionee is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereof Optionee has reviewed the Plan and this Option in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option and fully understands all provisions of this Option Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board or Committee upon any questions arising under the Plan or this Option
Foreign Award Recipients. Notwithstanding any provision of the Plan to the contrary, in order to comply with the laws in other countries in which the Company and its Subsidiaries operate or have employees or other individuals eligible for Awards, the Administrator, in its sole discretion, shall have the power and authority to: # determine which Subsidiaries shall be covered by the Plan; # determine which individuals outside the United States are eligible to participate in the Plan; # modify the terms and conditions of any Award granted to individuals outside the United States to comply with applicable foreign laws; # establish subplans and modify exercise procedures and other terms and procedures, to the extent the Administrator determines such actions to be necessary or advisable (and such subplans and/or modifications shall be attached to this Plan as appendices); provided, however, that no such subplans and/or modifications shall increase the share limitations contained in [Section 3(a)] hereof; and # take any action, before or after an Award is made, that the Administrator determines to be necessary or advisable to obtain approval or comply with any local governmental regulatory exemptions or approvals. Notwithstanding the foregoing, the Administrator may not take any actions hereunder, and no Awards shall be granted, that would violate the Exchange Act or any other applicable United States securities law, the Code, or any other applicable United States governing statute or law.
No Inducement. Consultant agrees that no promise or inducement to enter into this Agreement has been offered or made except as set forth in this Agreement, that the Consultant is entering into this Agreement without any threat or coercion and without reliance or any statement or representation made on behalf of the Company, its affiliates, or by any person employed by or representing the Company or its affiliates, except for the written provisions and promises contained in this Agreement.
otherwise combining their efforts. Owners and the VCS Owners will have the right to discuss and share Confidential and Proprietary Information for purposes of discussing the Vogtle or V.C. Summer projects. For purposes of this [Article 14], the VCS Owners will not be considered third parties but will be treated in the same manner as Owners’ employees.
All Employees of the Company and of any Eligible Affiliates are potentially eligible for Awards under this Plan. Eligible individuals become “optionees” or “recipients” when the Administrator grants them, respectively, an Option or one of the other Awards under this Plan. The Administrator may also grant Awards to directors, consultants, and certain other service providers of the Company or any Eligible Affiliate. (Optionees and recipients are referred to collectively as “participants.”) The term participant also includes, where appropriate, a person authorized to exercise an Award or purchase or receive an Award in place of the original recipient.
Recipients of Grants. Nonstatutory Stock Options, Stock Purchase Rights, and Restricted Stock Units may be granted to Employees and Consultants. Incentive Stock Options may be granted only to Employees, provided that Employees of Affiliates that are not also Subsidiaries shall not be eligible to receive Incentive Stock Options.
This Amended and Restated Inducement Grant Plan (the “Plan”) is intended to promote the interests of Veritone, Inc., a Delaware corporation, by providing an inducement material for eligible persons to enter into employment with the Corporation in accordance with the Inducement Award Rules. Capitalized terms shall have the meanings assigned to such terms in [Section 3.14]. This Amended and Restated Inducement Grant Plan restates and amends the prior Veritone Inc. Inducement Grant Plan adopted by the Corporation on (the “Original Plan”). As of the Plan Effective Date, the Original Plan, including all modifications and amendments thereto, whether in writing or otherwise, is amended and restated in its entirety by this Amended and Restated Inducement Grant Plan.
to select those Eligible Recipients who shall be Participants;
DTC Eligible. The Company’s common stock is DTC eligible and DTC has not placed a “freeze” or a “chill” on such securities and neither the Company nor to the best of the Company’s Knowledge, any director or officer thereof has any reason to believe that DTC has any intention to make its common stock not DTC eligible, or place a “freeze” or “chill” on such securities.
Retirement Eligible. Unless otherwise provided by the Committee, if a Participant Terminates Employment while Retirement eligible, the Participant's Option may be exercised, to the extent then exercisable: # for a period of five (5) years from the date of Retirement or # until the expiration of the stated term of such Option, whichever period is shorter.
Eligible Employees. Subject to [Section 3.2], below, any person who is an Employee, with the exception of any Employee whose customary employment is not for more than 20 hours per week or five months per year, on the Offering Date in a given Offering Period will be eligible to participate in the Plan for that Offering Period subject to the requirements of [Article IV] and the limitations imposed by Section 423(b) of the Code; provided that, notwithstanding the foregoing, the Committee may, on a prospective basis, # impose an eligibility service requirement of up to two years of employment, and # exclude from participation in the Plan a designated group of highly compensated employees (within the meaning of Section 414(q) of the Code) (each Employee eligible to participate in the Plan pursuant to this [Article III], an “Eligible Employee”); provided, however, that an Eligible Employee who works for a Participating Subsidiary and is a citizen or resident of a jurisdiction other than the United States (without regard to whether such individual also is a citizen or resident of the United States or is a resident alien (within the meaning of [Section 7701(b)(1)(A)] of the Code)) may be excluded from participation in the Plan or an Offering if the participation of such Eligible Employee is prohibited under the laws of the applicable jurisdiction or if complying with the laws of the applicable jurisdiction would cause the Plan to violate Section 423 of the Code; and, provided further, that, an Eligible Employee (or group of Eligible Employees) may be excluded from participation if the Committee has determined, in its sole discretion, that participation of such Eligible Employee(s) is not advisable or practicable for any reason, provided, however, that no such exclusion shall occur in the event it would jeopardize the compliance of the Plan with the requirements of Section 423 of the Code.
Eligible Adoptee. For purposes of this section, an “Eligible Adoptee” means any individual (other than a child of the Participant’s spouse) who # has not attained age 18 or # is physically or mentally incapable of self-support. For purposes of this [Section 12.14(a)], an individual shall be considered “physically or mentally incapable of self-support” if such person is disabled within the meaning of Code Section 72(m)(7).
All executive officers, chairmen and vice chairmen of boards, presidents, executive vice presidents, senior vice presidents and vice presidents of Commerce or any of its affiliated banks or subsidiary companies shall be eligible to participate in the Plan, together with such other officers or employees of Commerce and its affiliated banks and subsidiary companies as the Committee shall determine.
Eligible Director. “Eligible Director” means a Director who is not an employee of the Company or a Subsidiary.
Eligible Accounts. As to each Account that is identified by Loan Parties as an Eligible Account in a Borrowing Base Certificate submitted to Agent, at the time of inclusion in such Borrowing Base Certificate, such Account is # a bona fide existing payment obligation of the applicable Account Debtor created by the sale and delivery of Inventory or the rendition of services to such Account Debtor in the ordinary course of a Loan Party’s business, # owed to a Loan Party without, to the knowledge of Parent or any Loan Party, any known defenses, disputes, offsets, counterclaims, or rights of return or cancellation, and # not excluded as ineligible by virtue of one or more of the excluding criteria (other than any Agent-discretionary criteria) set forth in the definition of Eligible Accounts.
As to each item of Inventory that is identified by Loan Parties as Eligible Equipment Inventory in a Borrowing Base Certificate submitted to Agent, at the time of inclusion in such Borrowing Base Certificate, such Inventory is not excluded as ineligible by virtue of one or more of the excluding criteria (other than any Agent-discretionary criteria) set forth in the definition of Eligible Equipment Inventory. Each Loan Party is in the business of selling (as such phrase is used in section 9-311(d) of the Code) Equipment Inventory constituting Titled Vehicles now or hereafter owned by such Loan Party, other than those types of Titled Vehicles set forth on [Schedule 4.23]; and
Eligible Receivables. The definition of “Eligible Receivables” set forth in [Section 1.01] of the Credit Agreement is hereby amended by # deleting “; or” at the end of [clause (q)] and replacing it with a semicolon, # deleting the period at the end of [clause (r)] and replacing it with “; or”, and # adding the following new [clause (s)] immediately [following [clause (r)]] therein:
Eligible Employee. An Employee who participates in the Retirement Plan and whose benefits are reduced by Limitations or whose taxable compensation has been reduced as a result of an election by the Employee to defer compensation pursuant to a deferred compensation plan maintained by an Employer.
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