For purposes of this Agreement a. the term “Closing” has the meaning given to it in the Merger Agreement;
For purposes of this Agreement a seniority list will be established by November 1 and a copy sent to each teacher. Should an individual choose to challenge the accuracy of the list, written notice should be sent to the Superintendent within ten (10) days. If the Association and the Committee are unable to resolve the challenge within twenty (20) days of its receipt, the matter may be submitted to arbitration within five (5) days.
For purposes of this Agreement. “Corporate Status” describes the status of a person who is or was a director, officer, employee, agent or fiduciary of the Company or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise that such person is or was serving at the express written request of the Company.
For purposes of this Agreement. An employee means an employee in the Bargaining Unit who has successfully completed their probationary period. Students means those hired for vacation and other relief who are presently enrolled in and returning to school. Job seniority shall accrue from the latest date of permanent entry into an employee’s current job classification.An employee can only have job seniorityin the job classification that the employee regularly works. Departmental seniority shall accrue from the latest date of permanent entry into an employee’s current department. An employee can only have departmental seniority within the department that the employee regularly works. Mill seniority shall be determined by an employee’s length of continuous service computed from their most recent date of hire.
For purposes of this Agreement. The term the "Products" shall mean those products and accessories listed on Appendix I attached to this Agreement and made a part hereof, which list may be amended from time to time by the Division adding or deleting products and accessories therefrom and by giving the Buyer notice thereof.
For purposes of this Agreement. (1) Executive’s employment will be deemed to have been terminated by Company “with Cause” if the termination arises from or relates to a determination by the Company’s Board that: (a) Executive performed an act or acts of willful and material malfeasance or misconduct with respect to the performance of Executive’s duties and responsibilities as an employee and executive officer of Company or under this Agreement that results in material harm to the Company or their respective affiliates that remains uncorrected for: fifteen (15) days after receipt of written notice by the Company to Executive; or (b) except as otherwise permitted under Section l (C), Executive’s continued failure to devote his full business time and attention and his best efforts to the faithful performance of his material duties and responsibilities (other than a failure resulting from Executive becoming disabled) that remains uncorrected for fifteen (15) days after receipt of written notice by the Company to Executive; or (c) Executive’s material breach of any material provision of this Agreement that remains uncorrected for fifteen (15) days after receipt of written notice by the Company to Executive; or (d) Executive commits an act of fraud, embezzlement, misappropriation, or personal dishonesty against the Company or its respective affiliates (which, if proven, would constitute a felony); or (e) the conviction, or plea of nolo contendere, of Executive to a crime constituting a felony.
(2) Executive’s employment shall be deemed to have been terminated by Company “without Cause” if such termination does not arise from or relate to any acts or omissions constituting “Cause” as set forth in clauses (a) through (e) of the immediately preceding subsection, and such termination is not the result of Executive’s death or Executive suffering a Total Disability.
(3) Executive shall be deemed to have suffered a “Total Disability” if: (a) Executive is granted long-term disability benefits; or (b) Executive becomes physically or mentally disabled so that Executive is unable to perform the essential functions of Executive’s job, with or without reasonable accommodation in accordance with the Americans with Disabilities Act and its amendments, for a period of one hundred eighty (180) consecutive days.
(4) Executive shall be deemed to have terminated his employment for “Good Reason” if Executive terminates his employment on account of the occurrence of one or more of the following without Executive’s ...
For purposes of this Agreement. Child care and early years programs and services" means programs and services as defined by the Child Care and Early Years Act, 2014;
For purposes of this Agreement the term “Good Reason” shall mean (i) any action by the Company that results in a material and continuing diminution in your position, authority, duties or responsibilities, including without limitation an adverse change in your title from Chief Administrative Officer or a change such that you no longer report directly to the Chief Executive Officer in accordance with Section 1(a) above; (ii) a material reduction by the Company in your Base Salary (other than as permitted by Section 3(a) below) or Annual Bonus opportunity as in effect on the Commencement Date or as the same may be increased or decreased from time to time in accordance with Section 3(a); or (iii) a relocation of your principal place of employment to more than thirty-five (35) miles from such principal place of employment as of the Commencement Date, in each case without your written consent. For a termination to qualify as a termination of your employment for “Good Reason”, you must deliver to the Board a written notice specifically identifying in a reasonable detail the conduct of the Company which you believe constitutes “Good Reason” in accordance with this Section 2(f) within ninety (90) days of the initial occurrence of the event(s) you believe constitute “Good Reason” and provide the Board and/or Company at least thirty (30) days to remedy such conduct after receipt of such written notice, and to the extent not cured, you must terminate your employment within thirty (30) days after such failure to cure.
For purposes of this Agreement. The Receiving Party shall make no use of any Confidential Information of the Disclosing Party except in the exercise of its rights and the performance of its obligations set forth in this Agreement. The Receiving Party:
For purposes of this Agreement. The term “Adverse Change” shall include and be limited to (A) a significant change in the nature or scope of the Employee’s duties as set forth in the first sentence of Paragraph 2 hereof such that the Employee has been reduced to a position of materially lesser authority, status or responsibility (provided, however, for purposes of this Subparagraph, in circumstances not involving a Change in Control, so long as the Employee remains a senior officer (which shall mean and include any officer position with the Company above the position of vice president), an Adverse Change shall not be deemed to have occurred), or the time required to be spent by the Employee 60 miles or more beyond the Company’s geographic market area shall be increased without the Employee’s consent by more than 20%, as compared to the average of the two (2) preceding years, (B) a material reduction in the Employee’s base compensation, (C) any other material and willful breach by the Company of any other provision of this Agreement, or (D) delivery by the Company of notice of its intention not to renew this Agreement; provided that Employee is willing and able to execute a new contract providing terms and conditions substantially similar to those in this Agreement and to continue providing services to the Company. However, none of the foregoing events or conditions shall constitute an Adverse Change unless: (x) the Employee provides the Company with written objection to the event or condition within 60 days following the occurrence thereof, (y) the Company does not reverse or otherwise cure the event or condition within 30 days of receiving that written objection, and (z) the Employee resigns his employment within 60 days following the expiration of the 30-day cure period. If the Employee’s termination occurs after such time, the termination shall be treated as a termination other than for Adverse Change and the Employee shall not be entitled to severance benefits under this Agreement.
