Involuntary Resignation. If the Executive resigns from all offices and directorships of the Company and all its subsidiaries and affiliates for any of the reasons set forth in Sections 6.4.1 through 6.4.6, such resignation shall be deemed an "Involuntary Resignation," and the Executive shall be entitled to receive the same severance compensation as is, and all other rights and benefits, provided for in Section 6.3 except that, if the Involuntary Resignation occurs as a result of or following a "change in control" (as defined in Section 6.4.7 below), any cash or in kind payments shall be paid to the Executive in a lump sum as soon as administratively practicable (but in no event later than 30 days) following the change in control. The Executive's rights to exercise options to purchase option shares in accordance with the vesting schedule set forth in the Option Agreements shall not be affected by an Involuntary Resignation. 6.4.1. The Company materially changes the Executive's duties as set forth in Section 1.2 without his consent. The Executive shall be deemed to have consented to any written proposal calling for a material change in his duties as set forth in Section 1.2, unless he shall give written notice of his objection thereto to the Company within thirty (30) days after receipt of such written proposal. 6.4.2. The Executive's place of employment or the principal executive offices of the Company are located more than fifteen (15) road miles from 11200 Rockville Pike, Rockville, Montgomery County, Maryland. 0.0.0. Xxxxx xxxxxx x xxxxxxxx xxxxxx by the Company of any of its obligations under this Agreement, which breach has not been cured in all material respects within thirty (30) days after the Executive gives written notice thereof to the Company, which notice sets forth in reasonable detail the nature and circumstances of such breach. 6.4.4. The Company or any subsidiary or affiliate of the Company violates a federal or state criminal law involving moral turpitude, and the Executive was unaware of such unlawful activity at the time of its occurrence. 6.4.5. There occurs a "change in control." (i) The term "change in control" shall mean the first to occur of the following events:
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Samples: Employment Agreement (Criimi Mae Inc), Employment Agreement (Criimi Mae Inc)
Involuntary Resignation. If the Executive resigns from all offices and directorships of the Company and all its subsidiaries and affiliates for any of the reasons set forth in Sections 6.4.1 through 6.4.6, such resignation shall be deemed an "Involuntary Resignation," and the Executive shall be entitled to receive the same severance compensation as is, and all other rights and benefits, provided for in Section Sections 5.7 and 6.3 except that, if the Involuntary Resignation occurs as a result of or following a "change in control" (as defined in Section 6.4.7 6.4.5 below), any cash or in kind payments shall be paid to the Executive in a lump sum as soon as administratively practicable (but in no event later than 30 days) following the change in control. The Executive's rights to exercise options to purchase option shares in accordance with the vesting schedule set forth in the Option Agreements Agreement shall not be affected by an Involuntary Resignation.
6.4.1. The Company materially changes the Executive's duties as set forth in Section 1.2 without his consent. The Executive shall be deemed to have consented to any written proposal calling for a material change in his duties as set forth in Section 1.2, unless he shall give written notice of his objection thereto to the Company within thirty (30) days after receipt of such written proposal.
6.4.2. The Executive's place of employment or the principal executive offices of the Company are located more than fifteen (15) road miles from 11200 Rockville Pike00000 Xxxxxxxxx Xxxx, RockvilleXxxxxxxxx, Montgomery CountyXxxxxxxxxx Xxxxxx, Maryland.
0.0.06.4.3. Xxxxx xxxxxx x xxxxxxxx xxxxxx There occurs a material breach by the Company of any of its obligations under this Agreement, which breach has not been cured in all material respects within thirty (30) days after the Executive gives written notice thereof to the Company, which notice sets forth in reasonable detail the nature and circumstances of such breach.
6.4.4. The Company or any subsidiary or affiliate of the Company violates a federal or state criminal law involving moral turpitude, and the Executive was unaware of such unlawful activity at the time of its occurrence.
6.4.5. There occurs a "change in control."
(i) The term "change in control" shall mean the first to occur of the following events:
Appears in 2 contracts
Samples: Employment Agreement (Criimi Mae Inc), Employment Agreement (Criimi Mae Inc)
Involuntary Resignation. If the Executive resigns from all offices and directorships of the Company Company, the Parent, and all its subsidiaries and entity affiliates of the Parent for any of the reasons set forth in Sections 6.4.1 through 6.4.66.4.7, such resignation shall be deemed to be an "Involuntary Resignation," ", and the Executive shall be entitled to receive the same severance compensation and other benefits as is, and all other rights and benefits, are provided for in Section 6.3 except that, if the Involuntary Resignation occurs as a result of or following a "change in control" (as defined in Section 6.4.7 below), any cash or in kind payments shall be paid to the Executive in a lump sum as soon as administratively practicable (but in no event later than 30 days) following the change in control6.3. The Executive's vesting schedules for the rights to exercise options to purchase option shares in accordance with Option Shares and the vesting schedule Merger Shares set forth in the Option Agreements Agreement and the Stock Issuance Agreement, respectively, shall not be affected by an Involuntary Resignationany such termination of employment without Cause.
6.4.1. 6.4.1 The Company materially changes the Executive's duties and responsibilities as set forth in Section 1.2 1 without his consent. The Executive shall be deemed to have consented to any written proposal calling for a material change in his duties and responsibilities as set forth in Section 1.2, 1 unless he shall give written notice of his objection thereto to the Company within thirty (30) days after receipt of such written proposal. If the Executive shall have given such objection, the Company shall have the opportunity to withdraw such proposed material change by written notice to the Executive given within ten (10) days after the end of such fifteen (15) day period.
6.4.2. 6.4.2 The Executive's place of employment or the principal executive offices of the Company are located more than fifteen twenty-five (1525) road miles from 11200 Rockville Pike11000 Xxxxxxxxx Xxxx, RockvilleXxxxxxxxx, Montgomery CountyXxxxxxxxxx Xxxxxx, Maryland.
0.0.0. Xxxxx xxxxxx x xxxxxxxx xxxxxx 6.4.3 The Company, without the Executive's prior written consent, reduces the Executive's Base Salary or, in each calendar year during the Term, does not pay the Executive bonus compensation in a total amount equal to at least twenty-five percent (25%) of his Base Salary in effect for such year.
6.4.4 The Company imposes requirements on the Executive, or gives instructions or directions to the Executive, which are: (x) contrary to or in violation of (i) rules, principles, or codes of professional responsibility or (ii) law (as set forth in written statutes or regulations thereunder), which the Executive is obligated to follow; (y) such that compliance by the Executive with such requirements, instructions or directions would likely (i) have a material adverse effect on the Executive or (ii) cause the Executive to suffer substantial liability, and (z) not withdrawn by the Company after written request by the Executive, which written request sets forth the Executive's complete explanation as to why he believes the requirements, instructions or directions should be withdrawn.
6.4.5 There occurs a material breach by the Company of any of its obligations under this Agreement, which breach has not been cured in all material respects within thirty (30) days after the Executive gives written notice thereof to the Company, which notice sets forth in reasonable detail the nature and circumstances of such breach.
6.4.4. 6.4.6 The Company Company, the Parent, or any subsidiary or an entity affiliate of the Company Parent violates a federal or state criminal law involving moral turpitude, and the Executive was unaware of such unlawful activity at the time of its occurrence.
6.4.5. There occurs a "change in control."
(i) The term "change in control" shall mean the first to occur of the following events:
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Involuntary Resignation. If the Executive resigns from all offices and directorships of the Company and all its subsidiaries and affiliates for any of the reasons set forth in Sections 6.4.1 through 6.4.6, such resignation shall be deemed an "Involuntary Resignation," and the Executive shall be entitled to receive the same severance compensation as is, and all other rights and benefits, provided for in Section 6.3 except that, if the Involuntary Resignation occurs as a result of or following a "change in control" (as defined in Section 6.4.7 below), any cash or in kind payments shall be paid to the Executive in a lump sum as soon as administratively practicable (but in no event later than 30 days) following the change in control. The Executive's rights to exercise options to purchase option shares in accordance with the vesting schedule set forth in the Option Agreements shall not be affected by an Involuntary Resignation.
6.4.1. The Company materially changes the Executive's duties as set forth in Section 1.2 without his her consent. The Executive shall be deemed to have consented to any written proposal calling for a material change in his her duties as set forth in Section 1.2, unless he she shall give written notice of his her objection thereto to the Company within thirty (30) days after receipt of such written proposal.
6.4.2. The Executive's place of employment or the principal executive offices of the Company are located more than fifteen (15) road miles from 11200 Rockville Pike, Rockville, Montgomery County, Maryland.
0.0.0. Xxxxx xxxxxx x xxxxxxxx xxxxxx by the Company of any of its obligations under this Agreement, which breach has not been cured in all material respects within thirty (30) days after the Executive gives written notice thereof to the Company, which notice sets forth in reasonable detail the nature and circumstances of such breach.
6.4.4. The Company or any subsidiary or affiliate of the Company violates a federal or state criminal law involving moral turpitude, and the Executive was unaware of such unlawful activity at the time of its occurrence.
6.4.5. There occurs a "change in control."
(i) The term "change in control" shall mean the first to occur of the following events:
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Involuntary Resignation. If the Executive resigns from all offices and directorships of the Company Company, the Parent, and all its subsidiaries and entity affiliates of the Parent for any of the reasons set forth in Sections 6.4.1 through 6.4.66.4.7, such resignation shall be deemed to be an "Involuntary Resignation," ", and the Executive shall be entitled to receive the same severance compensation and other benefits as is, and all other rights and benefits, are provided for in Section 6.3 except that, if the Involuntary Resignation occurs as a result of or following a "change in control" (as defined in Section 6.4.7 below), any cash or in kind payments shall be paid to the Executive in a lump sum as soon as administratively practicable (but in no event later than 30 days) following the change in control6.3. The Executive's vesting schedules for the rights to exercise options to purchase option shares in accordance with Option Shares and the vesting schedule Merger Shares set forth in the Option Agreements Agreement and the Stock Issuance Agreement, respectively, shall not be affected by an Involuntary Resignationany such termination of employment without Cause.
6.4.1. 6.4.1 The Company materially changes the Executive's duties and responsibilities as set forth in Section 1.2 1 without his consent. The Executive shall be deemed to have consented to any written proposal calling for a material change in his duties and responsibilities as set forth in Section 1.2, 1 unless he shall give written notice of his objection thereto to the Company within thirty (30) days after receipt of such written proposal. If the Executive shall have given such objection, the Company shall have the opportunity to withdraw such proposed material change by written notice to the Executive given within ten (10) days after the end of such fifteen (15) day period.
6.4.2. 6.4.2 The Executive's place of employment or the principal executive offices of the Company are located more than fifteen twenty-five (1525) road miles from 11200 Rockville Pike00000 Xxxxxxxxx Xxxx, RockvilleXxxxxxxxx, Montgomery CountyXxxxxxxxxx Xxxxxx, Maryland.
0.0.0. Xxxxx xxxxxx x xxxxxxxx xxxxxx 6.4.3 The Company, without the Executive's prior written consent, reduces the Executive's Base Salary or, in each calendar year during the Term, does not pay the Executive bonus compensation in a total amount equal to at least $50,000.00 of his Base Salary in effect for such year.
6.4.4 The Company imposes requirements on the Executive, or gives instructions or directions to the Executive, which are: (x) contrary to or in violation of (i) rules, principles, or codes of professional responsibility or (ii) law (as set forth in written statutes or regulations thereunder), which the Executive is obligated to follow; (y) such that compliance by the Executive with such requirements, instructions or directions would likely (i) have a material adverse effect on the Executive or (ii) cause the Executive to suffer substantial liability, and (z) not withdrawn by the Company after written request by the Executive, which written request sets forth the Executive's complete explanation as to why he believes the requirements, instructions or directions should be withdrawn.
6.4.5 There occurs a material breach by the Company of any of its obligations under this Agreement, which breach has not been cured in all material respects within thirty (30) days after the Executive gives written notice thereof to the Company, which notice sets forth in reasonable detail the nature and circumstances of such breach.
6.4.4. 6.4.6 The Company Company, the Parent, or any subsidiary or an entity affiliate of the Company Parent violates a federal or state criminal law involving moral turpitude, and the Executive was unaware of such unlawful activity at the time of its occurrence.
6.4.5. There occurs a "change in control."
(i) The term "change in control" shall mean the first to occur of the following events:
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