Proper Reason definition

Proper Reason means (i) the reduction of Officer's normal base salary rate by twenty percent (20%) or more, or (ii) a change in a short-term or long-term incentive formula (e.g., a change in the percentage of base salary to be awarded at target level of achievement) which directly results in a reduction of twenty percent (20%) or more in the overall target compensation which applies to Officer in a given period compared to the overall target compensation which would have applied to Officer during that period without such change in bonus formula, or (iii) a change in Officer's primary work location of more than seventy-five (75) miles from the Officer's former primary work location; provided, however, that no base salary rate reduction or bonus formula change or change in primary work location shall constitute Proper Reason if:
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Proper Reason means the following reasons for which the company does not indemnify a director or officer:a. the company is not allowed or required by law to indemnify the director or officer; orb. the company is not able to indemnify the director or officer due to financial impairment.
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Proper Reason means for the defense of oneself or the state of Indiana.
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Examples of Proper Reason in a sentence

  • No notice of termination of this Agreement shall be given any effect whatsoever, and Officer's and Company's obligations under this Agreement shall continue as if such notice of termination had not been given, in the event that, while this Agreement remains in effect during the notice period, a Change in Control occurs and/or Officer incurs termination for Cause, Involuntary Termination or Proper Reason Termination.

  • No notice of termination of this Agreement shall be given any effect whatsoever, and Executive's and Company's obligations under this Agreement shall continue as if such notice of termination had not been given, in the event that, while this Agreement remains in effect during the notice period, a Change in Control occurs and/or Executive incurs termination for Cause, Involuntary Termination or Proper Reason Termination.

  • These risks may include, but are not limited to, risk of bodily harm, public health risks, communicable disease, criminal activity, illness, loss, damage or theft of personal property, and other mental, physical or emotional injury, including the risk of injury or death.

  • Applications are due by February 2.Information & application form are on the Conservation Gateway: http://www.conservationgateway.org/ConservationPractices/FireLandscapes/Hab itatProtectionandRestoration/Training/TrainingExchanges/Pages/NVP-2015.aspxMarch 16-27, 2015 Lower Loup Valley TREX / Broken Bow, NEnew listing This TREX will focus on about 5,000 acres of privately-owned grassland that is used for livestock production.

  • Except for the termination payment and as otherwise provided in accordance with the terms of the Company's benefit programs and plans then in operation or as expressly required in terms of applicable legislation, after termination by the Company of employment for other than Death, Disability or Proper Reason, the Employee is not entitled to any other remuneration or benefits of the Company or below.

  • Was the Defendants’ Failure to Vacate a Proper Reason for Terminating Eslin’s Section 8 Benefits?Eslin’s next argument is that the defendants violated due process because the stated basis for the termination of her Section 8 benefits—that Eslin failed to vacate the premises after the termination of her lease—was improper.

Related to Proper Reason

  • Good cause exception means the issuance of a fingerprint

  • For Good Reason as defined in Section 6.4.

  • Good Reason Event means (1) fraud, criminal conduct or willful misconduct by or on the part of the Company, (2) a representation or warranty made by the Company herein proving to be untrue in any material respect, or (3) a default in the due performance or observance by the Company of any covenant or agreement contained in this Agreement and such default continuing unremedied for a period of 30 days after written notice thereof to the Company by the Dealer Manager.

  • Good Cause means:

  • Constructive Discharge means the occurrence of any of the following:

  • Constructive Termination means:

  • Good Reason means:

  • Valid Business Reason has the meaning ascribed to such term in Section 2.1(b).

  • relevant and reasoned objection means an objection to a draft decision as to whether there is an infringement of this Regulation, or whether envisaged action in relation to the controller or processor complies with this Regulation, which clearly demonstrates the significance of the risks posed by the draft decision as regards the fundamental rights and freedoms of data subjects and, where applicable, the free flow of personal data within the Union;

  • Constructive Dismissal means, unless consented to by the Participant, any action that constitutes constructive dismissal of the Participant, including without limiting the generality of the foregoing:

  • Reasonable cause shall be limited to the following:

  • Probable cause means that there is a substantial objective basis for believing that, more likely than not, an offense has been committed and a person to be arrested has committed it.

  • Reasonable inquiry means an inquiry designed to uncover any information in the entity's possession about the identity of the producer or provider of covered telecommunications equipment or services used by the entity that excludes the need to include an internal or third-party audit.

  • Without Good Reason means termination of Executive’s employment by Executive other than For Good Reason pursuant to SECTION 3.2(b) below.

  • Voluntary Termination for Good Reason means that the Executive voluntarily terminates his employment after any of the following are undertaken without Executive’s express written consent:

  • Substantial and Compelling Reason in the Public Interest means a reason that is justified by an important, specific, and articulated public interest goal that is within ICANN's mission and consistent with a balanced application of ICANN's core values as defined in ICANN's Bylaws.

  • For Cause means:

  • Substantial cause means Employee’s (1) failure to substantially perform Employee’s duties; (2) material breach of this Agreement; (3) misconduct, including but not limited to, use or possession of illegal drugs during work and/or any other action that is damaging or detrimental in a significant manner to the Company; (4) conviction of, or plea of guilty or nolo contendere to, a felony; or (5) failure to cooperate with, or any attempt to obstruct or improperly influence, any investigation authorized by the Board of Directors or any governmental or regulatory agency.

  • Company Control Person means each director, executive officer, promoter, and such other Persons as may be deemed in control of the Company pursuant to Rule 405 under the 1933 Act or Section 20 of the 1934 Act (as defined below).

  • Protected Period means the period that begins on the date six months before a Change in Control and ends on the earlier of six months following the Change in Control or the expiration date of this Agreement.

  • Good Reason Process means that (i) the Executive reasonably determines in good faith that a “Good Reason” condition has occurred; (ii) the Executive notifies the Company in writing of the first occurrence of the Good Reason condition within 60 days of the first occurrence of such condition; (iii) the Executive cooperates in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”), to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Executive terminates his employment within 60 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.

  • Co-occurring disorder (COD) means any combination of mental health symptoms and substance use disorder symptoms or diagnoses that affect a consumer and are typically determined by the current Diagnostic and Statistical Manual of Mental Disorders.

  • Good Reason Termination means a termination of employment or service initiated by the Participant upon or after a Change of Control upon one or more of the following events:

  • Specified Cause Event shall have the meaning set forth in the SLDs.

  • Knowledge means actual knowledge after reasonable investigation.

  • Termination for Good Reason means a Termination of Employment by Executive for a Good Reason.