Just Grounds definition

Just Grounds means (a) resignation by the Executive due to (i) a material breach of this Agreement by the Company and the Company has failed to cure its breach of this Agreement within thirty (30) days after the Company receives written notice thereof, or (ii) the Executive's duties, authority or responsibilities as Chairman and Chief Executive Officer and a member of the Board of Directors have been materially diminished other than actions taken in connection with a termination of Executive's employment for Just Grounds.
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...
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:

Examples of Just Grounds in a sentence

  • 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.

  • 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.

  • 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.

  • 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.

  • P6316 Renew Outdoor Dining Licence Agreement for a period of two years with Vanessa MacMullen comprising an area of 11.5m2 adjacent to the business known as the Garden Plate Café (formerly Just Grounds) at 86 Magellan Street, Lismore being Lot 1 in DP 221242, for a Tier 2 annual licence fee of approximately $414.00 in accordance with Council’s Fees and Charges.

  • 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.

  • 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.

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.

  • Buyer’s Representatives means Buyer, any direct or indirect owner of any beneficial interest in Buyer, and any officers, directors, employees, agents, representatives and attorneys of Buyer or any such direct or indirect owner of any beneficial interest in Buyer.

  • Company Representatives shall have the meaning set forth in Section 6.5(a).

  • traditional leader means the leader of a traditional authority that had been identified by the MEC in terms of section 81 (2) of the Local Government: Municipal Structures Act to participate in the proceedings of the council.

  • Teaching Staff means teachers and the principal or head teacher employed at the Academy.

  • Prospective tenant means a tenant or a person who has

  • Covered Personnel means any Person who is or was an employee, consultant or independent contractor of the Covered Parties as of the date of the relevant act prohibited by this Section 2(a) or during the one (1) year period preceding such date.

  • Potential geologic hazard area means an area that:

  • Breaching Party has the meaning set forth in Section 12.2.

  • complaining Party means any Party that requests the establishment of an arbitration panel under Article 3.5 (Initiation of the Arbitration Procedure);

  • Teaching staff member means an employee who holds a position for which a certificate issued by the New Jersey State Board of Examiners is required.

  • prescribed area means any area over which Norway or any member State (other than the United Kingdom) exercises sovereign rights for the purpose of exploring the seabed and subsoil and exploiting their natural resources, being an area outside the territorial seas of Norway or such member State, or any other area which is from time to time specified under section 10(8) of the Petroleum Act 1998;

  • obsrvd_agnt_cd ;"count erparty_identifier";"entty_rl";"cntrct_id";"instrmnt_id";" reporting_reference_date" Alpha-numeric Semicolon-separated string of all column names. Field names are put in double quotation marks. 1 reporting_agent_identifier Variable characters (60) 60 identifier domain 2 obsrvd_agnt_cd Variable characters (60) 60 identifier domain 3 counterparty_identifier Variable characters (60) 60 identifier domain 4 entty_rl Variable characters (25) 25 counterparty-instrument role type 5 cntrct_id Variable characters (60) 60 identifier domain 6 instrmnt_id Variable characters (60) 60 identifier domain 7 reporting_reference_date Date reporting reference date

  • Supplier’s Representative means the representative appointed by the Supplier from time to time with overall responsibility for this Contract and notified to the Customer;

  • Purchaser’s Representatives shall have the meaning ascribed to it in Section 6(a) herein.

  • Contractor’s Representative means the individual authorised to act on behalf of the Contractor for the purposes of the Contract. The initial Contractor’s representative is as indicated in the Form of Agreement.

  • Marine protected area means a geographically defined marine area that is designated and managed to achieve specific [long-term biodiversity] conservation and sustainable use objectives [and that affords higher protection than the surrounding areas].

  • Potential Client means any person or entity to whom the Company has offered (by means of a personal meeting, telephone call, or a letter or written proposal specifically directed to the particular person or entity) to serve as investment adviser or to provide or distribute insurance products but which is not at such time an advisee, investment advisory or insurance customer, distributor or client of the Group or any person or entity for which a plan exists to make such an offer; persons or entities solicited or to be solicited solely by non-personalized form letters and blanket mailings are excluded from this definition;

  • Protected Parties means the following Persons: (a) the Debtors; (b) Reorganized BSA; (c) the Related Non- Debtor Entities; (d) the Local Councils; (e) the Contributing Chartered Organizations; (f) the Settling Insurance Companies, including Hartford; and (g) all of such Persons’ Representatives; provided, however, that no Perpetrator is or shall be a Protected Party. Notwithstanding the foregoing, a Contributing Chartered Organization shall be a Protected Party with respect to Abuse Claims only as set forth in the definition of “Abuse Claim.”

  • Mysterious Disappearance means any disappearance of Property which, after a reasonable investigation has been conducted, cannot be explained.

  • Potential Enrollee means a Medical Assistance Recipient who may voluntarily elect to enroll in a given managed care program, but is not yet an Enrollee of an MCO.

  • Volunteer firefighter means a firefighter whose position normally requires less than 600