Exempt Employee Assignment definition

Exempt Employee Assignment means an Assignment of Vested Shares (i) pursuant to an exercise of tag-along rights or registration rights under any applicable registration rights agreement, (ii) in connection with a Change of Control transaction, (iii) to the Company or one of its Affiliates, (iv) upon the death of the holder pursuant to the applicable laws of descent and distribution, (v) if expressly permitted by Section 7(a) herein, (vi) solely to or among the Participant’s Family Group (as defined below) or (vii) incidental to the exercise, conversion or exchange of the Shares in accordance with their terms, any combination of the Shares, or any recapitalization, reorganization, or reclassification of, or any merger or consolidation involving, the Company. “Family Group” means with respect to any individual, such individual’s spouse and descendants (whether natural or adopted) and any trust, partnership, limited liability company or similar vehicle established and maintained solely for the benefit of (or the sole members or partners of which are) such individual, such individual’s spouse and/or such individual’s descendants.
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Exempt Employee Assignment means a Assignment of Vested Shares (i) in connection with a Change of Control transaction, (ii) upon the death of the holder pursuant to the applicable laws of descent and distribution, (iii) if expressly permitted by Section 7(a) herein, (iv) solely to or among the Participant’s Family Group (as defined below) or (v) to the Company or any of its Affiliates. “Family Group” means with respect to any individual, such individual’s spouse and descendants (whether natural or adopted) and any trust, partnership, limited liability company or similar vehicle established and maintained solely for the benefit of (or the sole members or partners of which are) such individual, such individual’s spouse and/or such individual’s descendants.
Sample 1

Examples of Exempt Employee Assignment in a sentence

  • In addition, until the earliest of (i) the occurrence of a Change of Control and (ii) the date that is six (6) months from the closing date of the IPO with respect to Shares issued in connection with the cancellation of Class B Units, no holder of Shares may Assign any such Shares which are Vested Shares, except in an Exempt Employee Assignment.

  • In addition, until the earliest of (i) the occurrence of a Change of Control, (ii) the date that is one year from the effective date of the IPO with respect to Shares issued in connection with the cancellation of Employee Units and (iii) the date that is six (6) months from the effective date of the IPO with respect to Shares issued in connection with the cancellation of Class D Units, no holder of Shares may Assign any such Shares which are Vested Shares, except in an Exempt Employee Assignment.

Related to Exempt Employee Assignment

  • Exempt employee means an at will employee who serves at the discretion of the appointing authority in a position that is exempted by State law, the City Charter or SMC 4.13 from compliance with the provisions of the Personnel Rules or SMC Title 4 related to selection, discipline, termination or appeals of personnel actions to the Civil Service Commission.

  • Company Employee Agreement means each management, employment, severance, retention, transaction bonus, change in control, consulting, relocation, repatriation or expatriation agreement or other Contract between: (a) any of the Company Entities or any Company Affiliate; and (b) any Company Associate, other than any such Contract that is terminable “at will” (or following a notice period imposed by applicable Legal Requirements) without any obligation on the part of any Company Entity or any Company Affiliate to make any severance, termination, change in control or similar payment or to provide any benefit.

  • Non-Exempt Employee means an employee who is paid on an hourly basis and is subject to all of the Fair Labor Standards Act.

  • U.S. Employee means a person who is an employee of the Company (or of any Subsidiary) for purposes of section 422 of the Code.

  • Replacement Employee means an employee specifically engaged to replace an employee proceeding on parental leave.

  • Contract employee means an employee performing services under a PEO services contract or temporary help services contract.

  • Transferred Employee has the meaning set forth in Section 6.01(a).

  • Non-Key Employee means any Employee who is not a Key Employee.

  • Newly hired employee or “New Hire” means any employee, whether permanent, full-time, or part-time, hired by the Office and who is still employed as of the date of new employee orientation. It also includes all employees who are or have been previously employed by the Office and whose current position has placed them in the bargaining unit represented by CSEA. For those latter employees, for purposes of this article only, the “date of hire” is the date upon which the employees’ employment status changed as such that the employee was placed in the CSEA unit.

  • Former Employee means an individual who has severed employment with the Employer or an Affiliated Employer.

  • Non-Employee means a consultant, adviser, service provider, Controlling Shareholder or any other person who is not an Employee.

  • Continuing Employee has the meaning set forth in Section 6.7(a).

  • Prospective employee means any individual who has committed to become an employee of the Company within sixty (60) days from the date an Award is granted to such individual.

  • Company Employee means an employee of the Company or an employee of a Subsidiary of the Company, if any.

  • Employee assigned to the contract means an employee who was hired after November 6, 1986, who is directly performing work, in the United States. An employee is not considered to be directly performing work under a contract if the employee—

  • Nonqualifying Termination means a termination of the Executive’s employment (1) by the Company for Cause, (2) by the Executive for any reason other than a Good Reason, (3) as a result of the Executive’s death or (4) by the Company due to the Executive’s absence from his duties with the Company on a full-time basis for at least 180 consecutive days as a result of the Executive’s incapacity due to physical or mental illness.

  • Continuing care retirement community means a residential

  • Business Employee means any individual employed by Seller in or in connection with the Business.

  • Management Employee means an employee having responsibility for formulating, administering or managing the implementation of District policies and programs.

  • Non-Exempt Severance Arrangement means a severance arrangement or other agreement between the Participant and the Company that provides for acceleration of vesting of an Award and issuance of the shares in respect of such Award upon the Participant’s termination of employment or separation from service (as such term is defined in Section 409A(a)(2)(A)(i) of the Code (and without regard to any alternative definition thereunder) (“Separation from Service”) and such severance benefit does not satisfy the requirements for an exemption from application of Section 409A provided under Treasury Regulations Section 1.409A-1(b)(4), 1.409A-1(b)(9) or otherwise.

  • Employee Agreement means each management, employment, severance, consulting, relocation, repatriation, expatriation, visas, work permit or other agreement, contract or understanding between the Company or any Affiliate and any Employee;

  • Inactive Employee means an employee who is not actively at work due to approved leave of absence, short-term disability leave or military leave.

  • Excluded Employee means an employee as defined in section 3527, subd. (b) of the Government Code (Ralph C. Dills Act) except those excluded employees who are designated managerial pursuant to section 18801.1 of the Government Code.

  • Restricted Employee means any person who was a director, employee or consultant of the Company at any time within the Relevant Period who by reason of that position and in particular his seniority and expertise or knowledge of Confidential Information or knowledge of or influence over the clients, customers or contacts of the Company is likely to cause damage to the Company if he were to leave the employment of the Company and become employed by a competitor of the Company;

  • Severance Plan means any severance plan maintained by the Company that is applicable to the Participant.

  • Owner-Employee means a Self-Employed Individual who is a partner and owns more than 10% of either the capital or profits interest of the partnership.