Sufficient Reason definition
Sufficient Reason means any one or more of the following events:
5.1.1 The occurrence of a Change in Control of the Company (as defined below in Section 6.5);
5.1.2 The failure by the Company to comply with any material provision of this Agreement and such failure has continued for a period of thirty (30) days after notice of such failure has been given by Executive to the Company;
Sufficient Reason or "Disability" exists and the other party (the "Disputing Party") disputes such claim), the issue of which section should govern such termination shall be submitted by the parties to binding arbitration in accordance with the provisions of this Section 4.10. Within thirty (30) days after termination of Employee's employment the Disputing Party may challenge the claimed basis for termination by giving written notice (the "Dispute Notice") of such challenge to the Terminating Party. Within fourteen (14) days after delivery of such Dispute Notice, the parties shall appoint an independent arbitrator experienced in employment matters who shall determine which section of this Section 4 applies to the termination. In the event the parties cannot agree on an arbitrator within fourteen (14) days after delivery of the Dispute Notice, then each party shall appoint one arbitrator, and the two arbitrators shall appoint a third arbitrator. In either case, the determination of the arbitrator or the majority of the arbitrators, as the case may be, shall be final and binding upon both Employee and the Corporation. The authority of the arbitrators hereunder shall be limited to determining which section of this Section 4 governs, and the arbitrators shall not have authority to reinstate Employee, to alter the amount of the payment due to Employee under the applicable section of this Section 4, or to award Employee or the corporation any other amounts by way of damages or otherwise. Any arbitration hereunder shall be conducted in Cleveland, Ohio in accordance with the Rules of the American Arbitration Association. In the event the Disputing party fails to give the Dispute Notice within the thirty (30) day period provided above, all rights of the Disputing Party to challenge the claimed basis for termination shall expire.
Sufficient Reason means the good faith determination by the majority of the Board of Directors that Employee shall have failed (i) to adequately perform his/her duties as an officer of the Company; (ii) to exercise and employ a level of judgment and skill in the management of the Company and the supervision of its employees commensurate with his position and comparable to the judgment and skill employed by executives of companies of similar size and development; or (iii) to achieve the business objectives for Employee or the Company mutually established from time to time by the Board of Directors of Executive and Employee (with such business objectives stated in the Company's Annual Business Plan to be developed by Employee and approved by the Board of Directors). Prior to any Termination by Company for Sufficient Reason pursuant to this Section 8.7, the Company shall provide sixty (60) calendar days' written notice approved by the majority of the Company's Board of Directors stating the acts and/or omissions of Employee which the Company asserts constitute "Sufficient Reason," and if, at the conclusion of that sixty (60) calendar period, Employee has not undertaken reasonable efforts to cure or correct the alleged acts and/or omissions, then the Company may terminate Employee's employment pursuant to this Section 8.7. In the event of any termination under this Section 8.7, Employee shall be entitled to receive (a) his Base Salary through the date of such termination and for a period of one (1) year following the date of such termination and (b) any accrued and unpaid expense reimbursement as of the date of termination.
Examples of Sufficient Reason in a sentence
If Executive's employment shall be terminated by the Company For Cause, or if Executive terminates employment hereunder without Sufficient Reason, the Company shall pay Executive his base salary and accrued benefits through the date of termination at the rate in effect at the time of the notice of termination, and the Company shall thereafter have no further obligations to Executive under this Agreement.
Executive may terminate Executive's employment with the Company (a) for Sufficient Reason (as defined below in Section 5.1) within one hundred eighty (180) consecutive days following the occurrence of an event or events constituting such Sufficient Reason; or (b) without Sufficient Reason.
The Company may terminate Employee's employment hereunder at any time during the Term of this Agreement for Sufficient Reason.
In the event the Executive's employment is terminated by a Termination Other Than For Cause or by a Resignation For Sufficient Reason within the initial five-year term of the Employment Period, the Executive shall be paid as severance compensation ("Severance Compensation") his base salary (at the rate payable at the time of such termination), for a period equal to the remaining portion of the initial five-year Employment Period, not to exceed thirty (30) months.
If Executive's employment shall be terminated by the Company For Cause, or if Executive terminates employment hereunder without Sufficient Reason, the Company shall pay Executive his base salary through the date of termination at the rate in effect at the time of the notice of termination, and the Company shall thereafter have no further obligations to Executive under this Agreement.
More Definitions of Sufficient Reason
Sufficient Reason means that there exists a credible basis for believing that a Charge or Imputation of Misconduct against a Member of the Clergy may be true.
Sufficient Reason means: (v) a decrease in Executive's Salary or a failure by the Company to pay material compensation due and payable to Executive in connection with his employment; (w) a change in Executive's responsibilities, positions, duties, status, title or reporting relationships; (x) Executive ceasing to be the Senior Vice President of Administration and Chief Financial Officer (or such other positions Executive holds thirty (30) days prior to the Termination Date) of a publicly traded company pursuant to this Agreement; (y) the Company's requiring Executive to be based at any office or location that is anywhere other than Executive's principal place of employment thirty (30) days prior to the Termination Date; or (z) a material breach by the Company of any term or provisions of this Agreement; in each case if Executive has given notice thereof to the Company and the Company has not cured the Sufficient Reason within 30 days after receiving such notice.
Sufficient Reason means the good faith determination by the Chief Executive Officer that Employee shall have failed (i) to adequately perform his/her duties as an officer of the Corporation or Data TRAK, Inc. following sixty (60) days' notice from the Chief Executive Officer of dissatisfaction with Employee's performance; (ii) to exercise and employ a level of judgment and skill in the management of the Corporation and the supervision of its employees commensurate with his/her position and comparable to the judgment and skill employed by executives of companies of similar size and development, following sixty (60) days' notice from the Chief Executive Officer of dissatisfaction with Employee's performance; or (iii) to achieve the business objectives for Employee or the Corporation mutually established from time to time by the Chief Executive Officer and Employee (with such business objectives initially being as provided on Exhibit A attached hereto and made a part hereof). In the event of any termination under this Section 4.7, Employee shall be entitled to receive (a) his/her Base Salary through the date of such termination and for a period of one (1) year following the date of such termination and (b) any accrued and unpaid expense reimbursement as of the date of termination.
Sufficient Reason means (i) a direct or indirect change in the ownership or control of Company by purchase, merger, consolidation, reorganization, lease, exchange, transfer or sale of all or substantially all of the assets and/or outstanding stock of Company, taking the Company private, or any other business transaction involving Company or any combination of the foregoing transactions which results in any material demotion of Employee and/or any material reduction in Employee's authority or responsibilities (it being understood that the change in control that occurs pursuant to or in conjunction with the Share Exchange Agreement, dated as of January 21, 2005 shall not be "Sufficient Reason" for purposes of this Section) or (ii) a written request by the Company for the Employee to act in any manner that will result in a breach of the Company's Code of Ethics by Employee or (iii) a material reduction in the Employee title, assignment, operating authority, duties, or responsibilities. In the event Employee or Company terminates this Agreement for Sufficient Reason, Employee shall be entitled to receive as severance an amount equal to nine (9) months of Base Salary and any Special Bonus to which he is entitled through the quarter in which such resignation occurs.
Sufficient Reason means the good faith determination by the Chief Executive Officer, or Chief Operating Officer, if any, with the approval of the Chief Executive Officer, that Employee shall have failed (i) to adequately perform his duties as an officer of the Company, following sixty (60) days' notice from the Chief Executive Officer, or Chief Operating Officer, if any, with the approval of the Chief Executive Officer, of dissatisfaction with Employee's performance (ii) to exercise and employ a level of judgment and skill in the management of the Company and the supervision of its employees commensurate with his position and comparable to the judgment and skill employed by executives of companies of similar size and development, following sixty (60) days' notice from the Chief Executive Officer, or Chief Operating Officer, if any, with the approval of the Chief Executive Officer, of dissatisfaction with Employee's performance or (iii) to achieve the business objectives for Employee or the Company mutually established from time to time by the Chief Executive Officer or Chief Operating Officer, if any, with the approval of the Chief Executive Officer, and Employee (with such business objectives initially being provided in the Company Job Description attached hereto as Exhibit A). In the event of any termination under this Section 4.7, Employee shall be entitled to receive (a) his Base Salary through the date of such termination, and (b) any accrued and unpaid expense reimbursement as of the date of termination.
Sufficient Reason exists when an employee is terminated: (i) after any year in which Adjusted Operating Profits (as defined in Exhibit A) of Solutions Consulting have failed to increase by 10% over the previous year, (ii) Participant has substantially underperformed, as determined in the sole discretion of the chief executive officer of Solutions Consulting in the case of every employee of Solutions Consulting except the chief executive officer and, in the case of the chief executive officer of Solutions Consulting, as determined in the sole discretion of the chief executive officer of P▇▇▇▇ Systems, (iii) Participant is terminated in a Termination for Substantial Misconduct, (v) Participant resigns, or (vi) by the Company (which the Company has the right to do, with or without cause, in its sole discretion) prior to the Closing Date under the Asset Purchase Agreement dated March 1, 2000 pursuant to which this Option was granted.
Sufficient Reason means any one or more of the following events:
6.1.1 The failure by the Company to comply with any material provision of this Agreement and such failure has continued for a period of thirty (30) days after notice of such failure has been given by Executive to the Company;
6.1.2 The assignment to Executive of any duties materially inconsistent with Executive's status as provided in Section 1.2 or the reduction of Executive's authority as provided hereunder; and
6.1.3 The reduction by the Company in Executive's base salary or as the same may be increased from time to time under the terms of this Agreement, except for across-the-board salary reductions approved by 75% of the Board similarly affecting all management personnel of the Company; provided, however, that in no event shall Executive's base salary be reduced to an amount equal to less than 75% of the highest base salary at any time in effect during Executive's employment hereunder.