Resignation After Control Change Date. In the event of a Change in Control as defined in Paragraph 7(d), thereafter, upon good reason (as defined below), Executive may, at any time during the three-year period following the Change in Control, in his sole discretion, on not less than thirty (30) days’ written notice (the “Notice of Resignation”) to the Secretary of Railway and effective at the end of such notice period, resign his employment with Railway (the “Resignation”). Within five (5) days of such a Resignation, Railway shall pay to Executive his full base salary through the effective date of such Resignation, to the extent not theretofore paid, plus a lump sum amount equal to the Special Severance Payment (computed as provided in the first sentence of Paragraph 7(e), except that for purposes of such computation all references to “Termination” shall be deemed to be references to “Resignation”). Upon Resignation of Executive, Specified Benefits to which Executive was entitled immediately prior to Resignation shall continue on the same terms and conditions as provided in Paragraph 7(e) in the case of Termination (including equivalent payments provided for therein), and Post-Period Benefits shall be provided on the same terms and conditions as provided in Paragraph 7(e) in the case of Termination. For purposes of this Agreement, “good reason” means any of the following:
(i) the assignment of the Executive of any duties inconsistent in any respect with the Executive’s position (including offices, titles, reporting requirements or responsibilities), authority or duties as contemplated by Section 7(a)(i), or any other action by Railway which results in a diminution or other material adverse change in such position, authority or duties;
(ii) any failure by Railway to comply with any of the provisions of Paragraph 7;
(iii) Railway’s requiring the Executive to be based at any office or location other than the location described in Section 7(a)(ii);
(iv) any other material adverse change to the terms and conditions of the Executive’s employment; or
(v) any purported termination by Railway of the Executive’s employment other than as expressly permitted by this Agreement (any such purported termination shall not be effective for any other purpose under this Agreement). A passage of time prior to delivery of the Notice of Resignation or a failure by the Executive to include in the Notice of Resignation any fact or circumstance which contributes to a showing of Good Reason shall not waive any right of t...
Resignation After Control Change Date. In the event of a Change ------------------------------------- in Control as defined in Paragraph 7(d), thereafter, upon good reason (as defined below), Executive may, at any time during the 3-year period following the Change in Control, in his sole discretion, on not less than thirty (30) days' written notice (the "Notice of Resignation") to the Secretary of Xxxxxxxx and effective at the end of such notice period, resign his employment with Xxxxxxxx (the "Resignation"). Within five (5) days of such a Resignation, Xxxxxxxx shall pay to Executive his full base salary through the effective date of such Resignation, to the extent not theretofore paid, plus a lump sum amount equal to the Special Severance Payment (computed as provided in the first sentence of Paragraph 7(e), except that for purposes of such computation all references to "Termination" shall be deemed to be references to "Resignation"). Upon Resignation of Executive, Specified Benefits to which Executive was entitled immediately prior to Resignation shall continue on the same terms and conditions as provided in Paragraph 7(e) in the case of Termination (including equivalent payments provided for therein), and Post-Period Benefits shall be provided on the same terms and conditions as provided in Paragraph 7(e) in the case of Termination. For purposes of this Agreement, "good reason" means any one or more of the following:
Resignation After Control Change Date. In the event of a Change in Control as defined in Paragraph 7(d), thereafter, upon good reason (as defined below), Executive may, at any time during the 3-year period following the Change in Control, in his sole discretion, on not less than thirty (30) days written notice (the "Notice of Resignation") to the Secretary of KCSI and effective at the end of such notice period, resign his employment with KCSI (the "Resignation"). Within five (5) days of such a Resignation, KCSI shall pay to Executive his full base salary through the effective date of such Resignation, to the extent not theretofore paid, plus a lump sum amount equal to the Special Severance Payment (computed as provided in the first sentence of Paragraph 7(e), except that for purposes of such computation all references to "Termination" shall be deemed to be references to "Resignation"). Upon Resignation of Executive, Specified Benefits to which Executive was entitled immediately prior to Resignation shall continue on the same terms and conditions as provided in Paragraph 7(e) in the case of Termination (including equivalent payments provided for therein). For purposes of this Agreement, "good reason" means any of the following: (i) the assignment to the Executive of any duties inconsistent in any respect with the Executive s position (including offices, titles, reporting requirements or responsibilities), authority or duties as contemplated by Section 7(a)(i), or any other action by KCSI which results in a diminution or other material adverse change in such position, authority or duties;
Resignation After Control Change Date. In the event of a Change in Control of DST, thereafter, upon good reason (as defined below) Executive may, at any time during the Three-Year Period or the Extended Period, in his sole discretion, resign his employment with DST only if: (i) Executive provides written notice to the Secretary of DST within ninety (90) days after the initial occurrence of a good reason event describing in detail the event and stating that Executive’s employment will terminate upon a specified date in such notice (the “Good Reason Termination Date”), which date is not earlier than thirty (30) days after the date such notice is provided to DST (the “Notice Delivery Date”) and not later than ninety (90) days after the Notice Delivery Date, and (ii) DST does not remedy the event prior to the Good Reason Termination Date. Within five (5) days after the Good Reason Termination Date, DST shall pay to Executive his full base salary through the Good Reason Termination Date, to the extent not theretofore paid, plus a lump sum amount equal to the Special Severance Payment (computed as provided in the first sentence of Paragraph 7(d), except that for purposes of such computation all references to “Termination” shall be deemed to be references to “Good Reason Termination Date”). Upon the Good Reason Termination Date of Executive, Specified Benefits to which Executive was entitled immediately prior to the Good Reason Termination Date shall continue on the same terms and conditions as provided in Paragraph 7(d) in the case of Termination (including equivalent payments provided for therein). For purposes of this Agreement, Executive shall have “good reason” if there occurs without his consent: (a) a material reduction in the character of the duties assigned to Executive or in Executive’s level of work responsibility or conditions; (b) a material reduction in Executive’s base salary as in effect immediately prior to the Control Change Date or as the same may have been increased thereafter; (c) the material relocation of the principal executive offices of DST or its successor to a location outside the metropolitan area of Kansas City, Missouri or requiring Executive to be based anywhere other than DST’s principal executive office, except for required travel on DST’s business to an extent substantially consistent with Executive’s obligations immediately prior to the Control Change Date; or (d) any material breach by DST of this Agreement to the extent not previously specified; provided, however,...
Resignation After Control Change Date. In the event of a Change in Control of DST, thereafter, upon "good reason" (as defined below) Employee may, at any time during the Three-Year Period or the Extended Period, in his sole discretion, resign his employment with the Company only if: (i) Employee provides written notice to the Secretary of DST within ninety (90) days after the initial occurrence of a good reason event describing in detail the event and stating that Employee's employment will terminate upon a specified date in such notice (the "Good Reason Termination Date"), which date is not earlier than thirty (30) days after the date such notice is provided to DST (the "Notice Delivery Date") and not later than ninety (90) days after the Notice Delivery Date, and (ii) DST does not remedy the event prior to the Good Reason Termination Date. Within five (5) days after such a Good Reason Termination Date, Company shall pay to Employee his full Base Salary through the Good Reason Termination Date, to the extent not theretofore paid, plus a lump sum amount equal to the Special Severance Payment (computed as provided in Paragraph 5.4, except that for purposes of such computation all references to "Termination" shall be deemed to be references to "Good Reason Termination Date"). Upon the Good Reason Termination Date of Employee, Specified Benefits to which Employee was entitled immediately prior to the Good Reason Termination Date shall continue or be reimbursed on the same terms and conditions as provided in Paragraph 5.4 in the case of Termination (including equivalent payments provided for therein). For purposes of this Agreement, Employee shall have "good reason" if there occurs without his consent: (a) a material reduction in the character of the duties assigned to Employee or in Employee's level of work responsibility or conditions; (b) a material reduction in Employee's Base Salary as in effect immediately prior to the Control Change Date or as the same may have been increased thereafter; (c) the material relocation of the principal executive offices of DST International or its successor to a location outside the metropolitan area of London, England or requiring Employee to be based anywhere other than the London metropolitan area, except for required travel on Company's business to an extent substantially consistent with Employee's obligations immediately prior to the Control Change Date; or (d) any material breach by Company of this Agreement to the extent not previously specified; provided...
Resignation After Control Change Date. In the event of a Change ------------------------------------- in Control as defined in Paragraph 7(d), thereafter, upon good reason (as defined below), Executive may, at any time during the 3-year period following the Change in Control, in his sole discretion, on not less than thirty (30) days' written notice (the "Notice of Resignation") to the Secretary of Xxxxxxxx and effective at the end of such notice period, resign his employment with Xxxxxxxx (the "Resignation"). Within five (5) days of such a Resignation, Xxxxxxxx shall pay to Executive his full base salary through the effective date of such Resignation, to the extent not theretofore paid,
Resignation After Control Change Date. In the event of a Change in ------------------------------------- Control as defined in Paragraph 7(d), thereafter, upon good reason (as defined below), Executive may, at any time during the 3-year period following the Change in Control, in his sole discretion, on not less than thirty (30) days' written notice (the "Notice of Resignation") to the Secretary of Railway and effective at the end of such notice period, resign his employment with Railway (the "Resignation"). Within five (5) days of such a Resignation, Railway shall pay to Executive his
Resignation After Control Change Date. In the event of a Change in Control as defined in Paragraph 7(d), thereafter, upon Good Reason (as defined below), Executive may, at any time during the three (3) year period following the Change in Control, subject to the provisions of this Paragraph 7(f), terminate his employment with Stilwell (the "Resignation"). Within five (5) business days of such x Xxxxxnation, Stilwell shall pay to Executive his full Base Salary through the efxxxxxxx date of such Resignation, to the extent not
Resignation After Control Change Date. In the event of a Change in Control as defined in Paragraph 7(d), thereafter, upon Good Reason (as defined below), Executive may, at any time during the three (3) year period following the Change in Control,
Resignation After Control Change Date. In the event of a Change in Control as defined in Paragraph 7(d), thereafter, upon Good Reason (as defined below), Executive may, at any time during the three (3) year period following the Change in Control, subject to the provisions of this Paragraph 7(f), terminate his employment with Stilwell (the "Resignation"). Within five (5) business days of such x Resignation, Stilwell shall pay to Executive his full Base Salary througx xxx xxfective date of such Resignation, to the extent not theretofore paid, plus a lump sum amount equal to the Special Severance Payment (computed as provided in the first sentence of Paragraph 7(e), except that for purposes of such computation all references to "Termination" shall be deemed to be references to "Resignation"). Upon Resignation of Executive, Specified Benefits to which Executive was entitled immediately prior to Resignation shall continue on the same terms and conditions as provided in Paragraph 7(e) in
