EXHIBIT A CERTAIN DEFINITIONS. For purposes of the Agreement (including Annex I and this Exhibit A):
EXHIBIT A CERTAIN DEFINITIONS. EMPLOYEE MATTERS AGREEMENT This EMPLOYEE MATTERS AGREEMENT (this “Agreement”) is made and entered into as of February 28, 2024, by and among: (a) INTERNATIONAL GAME TECHNOLOGY PLC, a public limited company incorporated under the laws of England and Wales (“Remainco”); (b) IGNITE ROTATE LLC, a Delaware limited liability company and a direct wholly owned Subsidiary of Remainco (“Spinco”); (c) INTERNATIONAL GAME TECHNOLOGY, a Nevada corporation and a direct wholly owned subsidiary of Remainco (“Gaming Holdco”); and (d) EVERI HOLDINGS INC., a Delaware corporation (“Merger Partner”) (each, a “Party” and together, the “Parties”). Certain capitalized terms used in this Agreement are defined in Exhibit A. RECITALS WHEREAS, Remainco is engaged, directly and indirectly, in the Spinco Business; WHEREAS, the Board of Directors of Remainco (the “Remainco Board”) has determined that the consummation of the transactions contemplated by the terms and conditions set forth in this Agreement, the Separation and Distribution Agreement, dated the date hereof, by and among Remainco, Spinco, Gaming Holdco and Merger Partner (as it may be amended, modified or supplemented from time to time, the “Separation Agreement”), the Agreement and Plan of Merger, dated the date hereof (as it may be amended, modified or supplemented from time to time, the “Merger Agreement”), by and among Remainco, Spinco, Merger Partner and Ember Sub LLC, a Delaware limited liability company and a direct wholly owned Subsidiary of Merger Partner (“Merger Sub”) and the other Transaction Documents is most likely to promote the success of Remainco for the benefit of its members as a whole;
EXHIBIT A CERTAIN DEFINITIONS. For purposes of the Agreement (including this EXHIBIT A), the following words and terms, not otherwise defined within the Agreement, shall have the following meanings:
EXHIBIT A CERTAIN DEFINITIONS. As used in this Agreement, the following terms have the following meanings:
EXHIBIT A CERTAIN DEFINITIONS. A-1 EXHIBIT B DEFINITION OF "CHANGE OF CONTROL".....................................................................B-1 EXHIBIT C CHANGE OF CONTROL BENEFITS............................................................................C-1 BERNXXX XXXXXXXXX EMPLOYMENT AGREEMENT AGREEMENT dated as of April 17, 2000 between BERNXXX XXXXXXXXX xx 73 Cxxxxxx Xxxxx Xxxx, Xxxxxxx, Xxxxxxxxxxxxx 00000 ("Xxecutive") and The TJX Companies, Inc., a Delaware corporation whose principal office is in Framxxxxxx, Xxxxxxxxxxxxx 00000.
EXHIBIT A CERTAIN DEFINITIONS. (a) The definitions of the terms “Acquisition Proposal” and “Termination Fee” in Exhibit A to the Agreement are hereby deleted and replaced in their entirety with the following, respectively:
EXHIBIT A CERTAIN DEFINITIONS. Exhibit A of the Agreement is hereby amended as follows:
EXHIBIT A CERTAIN DEFINITIONS. Agreement. “
EXHIBIT A CERTAIN DEFINITIONS. A-1 EXHIBIT B DEFINITION OF "CHANGE OF CONTROL".....................................................................B-1 EXHIBIT C CHANGE OF CONTROL BENEFITS............................................................................C-1 EDMOXX X. XXXLISH EMPLOYMENT AGREEMENT AGREEMENT dated as of April 17, 2000 between EDMOXX X. XXXLISH of 10 Sxxxxxxxx Xxxx, Xxxxxxxxx, XX 00000 ("Xxecutive") and The TJX Companies, Inc., a Delaware corporation whose principal office is in Framxxxxxx, Xxxxxxxxxxxxx 00000. RECITALS The TJX Companies, Inc. (the "Company") and Executive intend that Executive shall serve the Company as President and Chief Executive Officer on the terms set forth below and, to that end, deem it desirable and appropriate to enter into this Agreement.
EXHIBIT A CERTAIN DEFINITIONS. For purposes of this RSU Award Agreement, including the Restricted Stock Unit Terms and Conditions attached hereto, the following capitalized terms shall have the meanings given to them below:
