Just Grounds definition

Just Grounds means resignation by the Executive due to (i) a material breach of this Agreement by the Company which the Company has failed to cure within thirty days after the Company receives written notice thereof, or (ii) the material diminution of the Executive's duties, authority or responsibilities as Chairman and Chief Executive Officer or a member of the Board of Directors except in connection with a termination of Executive's employment for Just Grounds.
View Source
Just Grounds as used in this Option Agreement shall have the same meaning as defined in Optionee's Employment Agreement with the Company dated August 26, 1994. The term "Change of Control" as used in this Option Agreement shall mean:
View Source
Just Grounds means: (i) a material breach by the Company of its covenants contained in this Agreement; or (ii) a material reduction or expansion in the scope of authority and duties and responsibilities assigned to Executive by the Board which is inconsistent with Executive's serving in the capacity as the Chief Executive Officer of the Company; or (iii) relocation of the Company's principal executive offices to a location more than fifty (50) miles from its present location shown in Section 12(f) below; or (iv) a Change in Control (as defined herein) in the ownership of the Company. For the purposes of this Agreement, a "Change in Control" shall be deemed to have occurred if any "person" (as defined in Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act) directly or indirectly of securities of the Company representing more than 50.1% of the voting power of the Company's then outstanding securities as a result of purchases or acquisition of shares of the Company's Common Stock which are not expressly approved by the Board. For purposes of this Section 8(e), the Board expressly approving the 50.1% voting power ownership must consist of individuals who for the previous consecutive twelve (12) month period, constituted at least a majority of the Board. In the event that Executive seeks to terminate this Agreement pursuant to either subsection (i) or (ii) of this Section 8(e), the Company shall be entitled to a period of one month to correct and cure the grounds for termination to the reasonable satisfaction of Executive. Upon termination of Executive's employment pursuant to subsections (i), (ii) or (iii) of this Section 8(e), Executive shall receive the compensation and benefits which would be provided to him if the termination occurred under Section 8(d) above. Upon termination of Executive's employment without cause or his resignation upon Just Grounds at any time during the term of this Agreement after a Change of Control has occurred of the type contemplated by subsection (iv) of this Section 8(e), then (x) Executive shall receive a lump sum severance payment equal to twice (A) the annual base salary then being paid to Executive as contemplated by Section 2 hereof plus (B) the average performance bonus earned by Executive during the Company's latest two fiscal years and (y) all of the Options granted to Executive pursuant to Section 4 above shall be acce...
View Source

Examples of Just Grounds in a sentence

  • If Optionee dies, becomes permanently disabled, resigns on Just Grounds or is terminated other than for Just Cause ("Events"), the shares shall vest and be vested in accordance with the following schedule: Vesting Date Number of Shares --------------- ---------------- October 1, 1996 50,000 October 1, 1997 50,000 October 1, 1998 50,000 October 1, 1999 50,000 Such Options must then be exercised within six (6) months after vesting.

  • The terms "Just Cause" and "Just Grounds" as used in this Option Agreement shall have the same meaning as defined in Optionee's Employment Agreement with the Company dated August 26, 1994.

  • If Optionee's employment with the Company is terminated for Just Cause or he resigns without Just Grounds prior to the vesting of the options, then any non-vested options shall not vest and they shall be immediately forfeited upon such termination or resignation.

  • If Optionee terminates his position as an Employee of the Company without Just Grounds and for any reason other than death or disability or is terminated for Just Cause, any unexercised but vested options shall be canceled three (3) months after the effective date of Optionee's termination of employment.

  • In the event the Agreement with Executive shall be terminated by the Company without Just Cause (as herein defined) or by the Executive with Just Grounds (as herein defined) Executive shall retain any portion of the Signing Bonus received at the time of such event and shall receive and be paid the remaining portion of the Signing Bonus unpaid at the time of such termination upon the scheduled due date thereof.

  • Pursuant to Section 8 of the 1997 Stock Option Plan the Committee, as defined in the Stock Option Agreement, shall agree that in the event Executive's employment is terminated by Executive with Just Grounds or by Company without Just Cause as such terms are defined herein, then, in such event, the vesting of all of Executive's unvested Stock Options shall accelerate as if a "Change of Control" had occurred.

Related to Just Grounds

  • Grounds means all lands and buildings owned, controlled, leased or managed by a college or university.

  • Reasonable grounds means that a reasonable person in your position would also suspect the information indicates misconduct or a breach of the law.

  • School grounds means in, or on the grounds of, a school.

  • Seller’s Representatives means Seller’s accountants, employees, counsel, environmental consultants, financial advisors, and other representatives.

  • Ethnic Group means a group of people who identify with each other through a common heritage including language, culture, and often a shared or common religion and or ideology that stresses ancestry.