Common use of Resignation for Good Reason; Termination without Cause Clause in Contracts

Resignation for Good Reason; Termination without Cause. Your employment shall terminate (x) immediately upon the Company’s sending you written notice terminating your employment hereunder without Cause for any reason or for no reason or (y) at the end of the Term if the Company sends you written notice of its election not to extend or renew your employment pursuant to Section 1(the events in (x) and (y) are collectively referred to as a “No Cause Termination”) or upon your resignation in the event of any (i) material breach by the Company hereunder, (iii) relocation of your principal office more than 25 miles outside of Midland, Texas or (iii) material diminution in the your position, duties or authority, which in either case is not cured within thirty (30) business days after written notice thereof by you to the Board (which notice must be provided by you to the Company within 90 days following the initial occurrence of such event) and an opportunity to cure within the notice period (collectively, “Good Reason Resignation”). Any termination on account of a Good Reason Resignation must occur within two years following the initial occurrence of such event. Upon any such No Cause Termination or Good Reason Resignation, as the case may be, the Company’s sole obligation(s) to you shall be in the case of a No Cause Termination or your Good Reason Resignation under this Section 9(c), to pay you your Base Salary for a period of 12 months after such termination (“Severance Pay”), which shall be paid as and when such amounts would have been due had your employment continued; provided that any such Severance Pay payment shall be subject to your continued compliance with the provisions of Sections 6 and 7 hereof and your (or your estate or authorized representative, as applicable) executing (and not revoking) a full general release in a form as requested by the Company, releasing all claims, known or unknown, that you may have against any Diamondback Party, their officers, directors, employees and agents, arising out of or any way related to your employment or termination of employment with the Company. Payments provided under this Section 9(c) shall be in lieu of any termination or severance payments or benefits for which you may be eligible under any of the plans, policies or programs of the Company or its affiliates or under the WARN Act or any similar state statute or regulation. If you accept other employment or engage in your own business prior to the last date of the Term, you shall promptly notify the Company.

Resignation for Good Reason; Termination without Cause. Your employment shall terminate (x) immediately upon the Company’s sending you written notice terminating your employment hereunder without Cause for any reason or for no reason or (y) at the end of the Term if the Company sends you written notice of its election not to extend or renew your employment pursuant to Section 1(the events in (x) and (y) are collectively referred to as a “No Cause Termination”) or upon your resignation in the event of any (i) material breach by the Company hereunder, (iii) relocation of your principal office more than 25 miles outside of Midland, Texas hereunder or (iiiii) material diminution in the your position, duties duties, or authority, which in either case is not cured within thirty (30) business days after written notice thereof by you to the Board (which notice must be provided by you to the Company within 90 days following the initial occurrence of such event) and an opportunity to cure within the notice period (collectively, “Good Reason Resignation”). Any termination on account of a Good Reason Resignation must occur within two years following the initial occurrence of such event. Upon any such No Cause Termination or Good Reason Resignation, as the case may be, the Company’s sole obligation(s) to you shall be (x) in the case of a No Cause Termination or your Good Reason Resignation under this Section 9(c), to pay you your Base Salary for a period the remainder of 12 months after such termination (“Severance Pay”)the Term, which shall be paid as and when such amounts would have been due had your employment continuedcontinued and (y) in the case of a No Cause Termination, to honor any obligations of the Company with respect to the Company Option or Diamondback Option, as applicable, under Sections 2(c) and (d) hereof; provided that any such Severance Pay payment shall be subject to your continued compliance with the provisions of Sections 6 and 7 hereof and your (or your estate or authorized representative, as applicable) executing (and not revoking) a full general release in a form as requested by the Company, releasing all claims, known or unknown, that you may have against any Diamondback Wexford Party, their officers, directors, employees and agents, arising out of or any way related to your employment or termination of employment with the Company; provided further that, for the purposes of this Section 9(c) only, the Restricted Period under Section 6 shall end on the last day of the Term. Payments provided under this Section 9(c) shall be in lieu of any termination or severance payments or benefits for which you may be eligible under any of the plans, policies or programs of the Company or its affiliates or under the WARN Act or any similar state statute or regulation. If you accept other employment or engage engages in your own business prior to the last date of the Term, you shall promptly notify the Company.

Resignation for Good Reason; Termination without Cause. Your employment shall terminate (x) immediately upon the Company’s sending you written notice terminating your employment hereunder without Cause for any reason or for no reason or (y) at the end of the Term if the Company sends you written notice of its election not to extend or renew your employment pursuant to Section 1(the events in (x) and (y) are collectively referred to as a “No Cause Termination”) or upon your resignation in the event of any (i) material breach by the Company hereunder, (iii) relocation of your principal office more than 25 miles outside of MidlandOklahoma City, Texas OK or (iii) material diminution in the your position, duties or authority, which in either case is not cured within thirty (30) business days after written notice thereof by you to the Board (which notice must be provided by you to the Company within 90 days following the initial occurrence of such event) and an opportunity to cure within the notice period (collectively, “Good Reason Resignation”). Any termination on account of a Good Reason Resignation must occur within two years following the initial occurrence of such event. Upon any such No Cause Termination or Good Reason Resignation, as the case may be, the Company’s sole obligation(s) to you shall be in the case of a No Cause Termination or your Good Reason Resignation under this Section 9(c), to pay 7 you your Base Salary for a period of 12 months after such termination (“Severance Pay”), which shall be paid as and when such amounts would have been due had your employment continued; provided that any such Severance Pay payment shall be subject to your continued compliance with the provisions of Sections 6 and 7 hereof and your (or your estate or authorized representative, as applicable) executing (and not revoking) a full general release in a form as requested by the Company, releasing all claims, known or unknown, that you may have against any Diamondback Party, their officers, directors, employees and agents, arising out of or any way related to your employment or termination of employment with the Company. Payments provided under this Section 9(c) shall be in lieu of any termination or severance payments or benefits for which you may be eligible under any of the plans, policies or programs of the Company or its affiliates or under the WARN Act or any similar state statute or regulation. If you accept other employment or engage in your own business prior to the last date of the Term, you shall promptly notify the Company. (d) “At-Will” Employment. Any continued employment with the Company during and after the Term is “at-will,” meaning you have the right at any time, and for any reason or no reason, to terminate your employment with or without notice, and the Company has the same right. You understand and agree the Company shall not be obligated to continue your employment prior to the expiration of the Term. Any continuation of employment after the Term shall be on such terms and conditions as the Company shall then offer in its discretion.

Resignation for Good Reason; Termination without Cause. Your employment shall terminate (x) immediately upon If the Company’s sending you written notice terminating your employment hereunder without Cause for any reason Bank or for no reason or (y) at the end of the Term if the Company sends you written notice of its election not to extend terminates Executive’s employment Without Cause or renew your employment pursuant to Section 1(the events in (x) and (y) are collectively referred to as a “No Cause Termination”) or upon your resignation in the event of any Executive resigns for Good Reason during the Employment Period: (i) material breach by Executive will be paid his Salary and any Benefits accrued through the Company hereunderlast day of his employment; (ii) so long as Executive continues to comply with Sections 7, 8, and 9 of this Agreement, Executive will be entitled to receive continuing payments of Salary installments, at the Salary rate in effect as of the last day of employment, for a period equal to the lesser of eighteen (18) months or the remaining Employment Period, determined as of the date Executive’s employment is terminated, subject to the requirement set forth below that the Executive execute a release agreement; and (iii) relocation of your principal office more than 25 miles outside of Midland, Texas or (iii) material diminution Executive’s rights with respect to vested and unvested stock options will be determined as provided in the your positionapplicable stock option plan; provided, duties however, if the effective date of such termination Without Cause or authority, which in either case is not cured within thirty (30) business days after written notice thereof by you resignation for Good Reason occurs prior to the Board first anniversary of the Effective Date (which notice must of the Transaction), then Executive shall be provided by you entitled to the Company within 90 days following benefits in Section 5. As a condition precedent to the initial occurrence Executive’s right to receive the severance payments set forth in clause (ii) of such event) and an opportunity to cure within the notice period (collectively, “Good Reason Resignation”). Any termination on account of a Good Reason Resignation must occur within two years following the initial occurrence of such event. Upon any such No Cause Termination or Good Reason Resignation, as the case may be, the Company’s sole obligation(s) to you shall be in the case of a No Cause Termination or your Good Reason Resignation under this Section 9(csubsection 4(d), to pay you your Base Salary for Executive must sign a period release of 12 months after such termination (“Severance Pay”)all claims against the Bank, which shall be paid as and when such amounts would have been due had your employment continued; provided that any such Severance Pay payment shall be subject to your continued compliance with its officers, directors, employees and agents, and the provisions of Sections 6 Bank’s Affiliates, and 7 hereof and your (or your estate or authorized representative, as applicable) executing (and not revoking) a full general release in a form as requested by the Company, releasing all claims, known or unknown, that you may have against any Diamondback Party, their officers, directors, employees and agents, arising out of in a form acceptable to the Bank; provided, however, such release shall not cover that certain Indemnification Agreement dated February __, 2011, among the Company, Bank, and Executive, or any way related to your employment benefit plan, program, or termination of employment with the Company. Payments provided under this Section 9(c) shall be in lieu of any termination or severance payments or benefits for which you may be eligible under any of the plans, policies or programs agreement of the Company or its affiliates or under the WARN Act or any similar state statute or regulation. If you accept other employment or engage in your own business prior Bank that is applicable to the last Executive. Executive must sign and return the release, if at all, so that the release is effective (taking into account any revocation period provided for therein, if any) by no later than the sixtieth (60th) calendar day following the date the Executive’s employment is terminated. The first payment will be made on the Bank’s next regular pay-day which is at least five (5) business days following the later of the effective date of the Termrelease or the date it is received by the Bank; but that first payment shall include all amounts accrued from the date of termination. Where the period available to execute (and to not revoke) the release spans more than one calendar year, you the payment shall promptly notify not be made until the Companysecond calendar year, or later, as required by the applicable terms of this Agreement and Section 409A of the Code.

Resignation for Good Reason; Termination without Cause. Your employment shall will terminate (x) immediately upon the Company’s sending you written notice terminating your employment hereunder without Cause for any reason or for no reason or (y) at the end of the Term if the Company sends you written notice of its election not to extend or renew your employment pursuant to Section 1(the 1 (the events in (x) and (y) are collectively referred to as a “No Cause Termination”) or upon your resignation in the event of any (i) material breach by the Company hereunder, (iiiii) relocation of your principal office more than 25 miles outside of Midland, Texas or (iii) material diminution in the your position, duties or authority, which in either case is not cured within thirty (30) business days after written notice thereof by you to the Board (which notice must be provided by you to the Company within 90 days following the initial occurrence of such event) and an opportunity to cure within the notice period (collectively, “Good Reason Resignation”). Any termination on account of a Good Reason Resignation must occur within two years following the initial occurrence of such event. Upon any such No Cause Termination or Good Reason Resignation, as the case may be, the Company’s sole obligation(s) to you shall you, in addition to any obligations under the terms of any outstanding equity awards, will be in the case of a No Cause Termination or your Good Reason Resignation under this Section 9(c), to (A) pay you an amount equal to 200% of your monthly Base Salary each month for a period equal to the greater of 12 24 months after such termination or the number of months in the remaining Term prior to such termination, and (B) the Company will pay 100 percent of the premiums to continue Executive’s and any of Executive’s surviving spouse’s and eligible dependents’ group health plan continuation coverage under COBRA (provided that such individuals are qualified beneficiaries who are eligible and timely elect COBRA continuation coverage) until the earlier of eighteen (18) months after Executive’s termination of employment and the first date that Executive and Executive’s spouse or eligible dependents are covered under another employer’s program or the Company is no longer obligated to offer COBRA continuation coverage to any such qualified beneficiary, provided that the Company is providing such qualified beneficiaries with group health plan coverage at the time of Executive’s termination of employment (clauses (A) and (B) collectively, the “Severance Pay”). Notwithstanding the foregoing, if the payment of such COBRA continuation premiums by the Company would cause the imposition of any excise tax on the Company under Section 4980D of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations thereunder, including without limitation, Section 9815(b) of the Code, the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Affordable Care Act, Section 2716 of the Public Health Service Act or other applicable law, the parties agree to negotiate in good faith an alternative arrangement for providing such benefits in an economically neutral manner which shall does not cause the imposition of such excise tax, and if reasonably determined by the Company’s counsel or accountants that such economically neutral alternative arrangement is not viable, then no such premium payment will be paid as due or be made on behalf of Executive or Executive’s surviving spouse and when such amounts would have been due had your employment continued; provided that any eligible dependents. Any such Severance Pay payment shall payments will be subject to your continued compliance with the provisions of Sections 6 and 7 hereof and your (or your estate or authorized representative, as applicable) executing (and not revoking) a full general release in a form as requested by the Company, releasing all claims, known or unknown, that you may have against any Diamondback Party, their officers, directors, employees and agents, arising out of or any way related to your employment or termination of employment with the Company. Payments provided under this Section 9(c) shall will be in lieu of any termination or severance payments or benefits for which you may be eligible under any of the plans, policies or programs of the Company or its affiliates or under the WARN Act or any similar state statute or regulation. If you accept other employment or engage in your own business prior to the last date of the Term, you shall must promptly notify the Company.

Resignation for Good Reason; Termination without Cause. Your employment shall terminate (x) immediately upon the Company’s sending you written notice terminating your employment hereunder without Cause for any reason or for no reason or (y) at the end of the Term if the Company sends you written notice of its election not to extend or renew your employment pursuant to Section 1(the events in (x) and (y) are collectively referred to as a “No Cause Termination”) or upon your resignation in the event of any (i) material breach by the Company hereunder, (iii) relocation of your principal office more than 25 miles outside of MidlandOklahoma City, Texas OK or (iii) material diminution in the your position, duties or authority, which in either case is not cured within thirty (30) business days after written notice thereof by you to the Board (which notice must be provided by you to the Company within 90 days following the initial occurrence of such event) and an opportunity to cure within the notice period (collectively, “Good Reason Resignation”). Any termination on account of a Good Reason Resignation must occur within two years following the initial occurrence of such event. Upon any such No Cause Termination or Good Reason Resignation, as the case may be, the Company’s sole obligation(s) to you shall be in the case of a No Cause Termination or your Good Reason Resignation under this Section 9(c), to pay you your Base Salary for a period of 12 months after such termination (“Severance Pay”), which shall be paid as and when such amounts would have been due had your employment continued; provided that any such Severance Pay payment shall be subject to your continued compliance with the provisions of Sections 6 and 7 hereof and your (or your estate or authorized representative, as applicable) executing (and not revoking) a full general release in a form as requested by the Company, releasing all claims, known or unknown, that you may have against any Diamondback Party, their officers, directors, employees and agents, arising out of or any way related to your employment or termination of employment with the Company. Payments provided under this Section 9(c) shall be in lieu of any termination or severance payments or benefits for which you may be eligible under any of the plans, policies or programs of the Company or its affiliates or under the WARN Act or any similar state statute or regulation. If you accept other employment or engage in your own business prior to the last date of the Term, you shall promptly notify the Company.

Resignation for Good Reason; Termination without Cause. Your employment shall terminate (x) immediately upon the Company’s sending you written notice terminating your employment hereunder without Cause for any reason or for no reason or (y) at the end of the Term if the Company sends you written notice of its election not to extend or renew your employment pursuant to Section 1(the events in (x) and (y) are collectively referred to as a “No Cause Termination”) or upon your resignation in the event of any (i) material breach by the Company hereunder, (iii) relocation of your principal office more than 25 miles outside of Midland, Texas hereunder or (iiiii) material diminution in the your position, duties duties, or authority, which in either case is not cured within thirty (30) business days after written notice thereof by you to the Board (which notice must be provided by you to the Company within 90 days following the initial occurrence of such event) and an opportunity to cure within the notice period (collectively, “Good Reason Resignation”). Any termination on account of a Good Reason Resignation must occur within two years following the initial occurrence of such event. Upon any such No Cause Termination or Good Reason Resignation, as the case may be, the Company’s sole obligation(s) to you shall be (x) in the case of a No Cause Termination or your Good Reason Resignation under this Section 9(c), to pay you your Base Salary for a period the remainder of 12 months after such termination (“Severance Pay”the Term, which, subject to the timing requirements specified in Section 24, including without limitation Section 24(c)(ii), which shall be paid as and when such amounts would have been due had your employment continuedcontinued and (y) in the case of a No Cause Termination, to honor any obligations of the Company with respect to the Company Option or Diamondback Option, as applicable, under Sections 2(c) and (d) hereof; provided that any such Severance Pay payment shall be subject to your continued compliance with the provisions of Sections 6 and 7 hereof and your (or your estate or authorized representative, as applicable) executing (and not revoking) a full general release in a form as requested by the Company, releasing all claims, known or unknown, that you may have against any Diamondback Wexford Party, their officers, directors, employees and agents, arising out of or any way related to your employment or termination of employment with the Company; provided further that, for the purposes of this Section 9(c) only, the Restricted Period under Section 6 shall end on the last day of the Term. In the event Employee refuses to sign and/or revokes any such full general release within the 60 day period following the date of termination, Employee acknowledges and agrees that Employee shall not be entitled to any Base Salary continuation payments so that the Company shall have no further obligation to compensate Executive under this Agreement for termination of employment other than paying earned but unpaid salary and accrued vacation. Payments provided under this Section 9(c) shall be in lieu of any termination or severance payments or benefits for which you may be eligible under any of the plans, policies or programs of the Company or its affiliates or under the WARN Act or any similar state statute or regulation. If you accept other employment or engage engages in your own business prior to the last date of the Term, you shall promptly notify the Company.

Resignation for Good Reason; Termination without Cause. Your employment shall terminate (x) immediately upon the Company’s sending you written notice terminating your employment hereunder without Cause for any reason or for no reason or (y) at the end of the Term if the Company sends you written notice of its election not to extend or renew your employment pursuant to Section 1(the events in (x) and (y) are collectively referred to as a “No Cause Termination”) or upon your resignation in the event of any (i) material breach by the Company hereunder, (iiiii) relocation of your principal office more than 25 miles outside of Midland, Texas or (iii) material diminution in the your position, duties or authority, which in either case is not cured within thirty (30) business days after written notice thereof by you to the Board (which notice must be provided by you to the Company within 90 days following the initial occurrence of such event) and an opportunity to cure within the notice period (collectively, “Good Reason Resignation”). Any termination on account of a Good Reason Resignation must occur within two years following the initial occurrence of such event. Upon any such No Cause Termination or Good Reason Resignation, as the case may be, the Company’s sole obligation(s) to you shall be in the case of a No Cause Termination or your Good Reason Resignation under this Section 9(c), to pay you your Base Salary for a period of 12 months after such termination (“Severance Pay”), which shall be paid as and when such amounts would have been due had your employment continued; provided that any such Severance Pay payment shall be subject to your continued compliance with the provisions of Sections 6 and 7 hereof and your (or your estate or authorized representative, as applicable) executing (and not revoking) a full general release in a form as requested by the Company, releasing all claims, known or unknown, that you may have against any Diamondback Party, their officers, directors, employees and agents, arising out of or any way related to your employment or termination of employment with the Company. Payments provided under this Section 9(c) shall be in lieu of any termination or severance payments or benefits for which you may be eligible under any of the plans, policies or programs of the Company or its affiliates or under the WARN Act or any similar state statute or regulation. If you accept other employment or engage in your own business prior to the last date of the Term, you shall promptly notify the Company.

Resignation for Good Reason; Termination without Cause. Your employment shall terminate (x) immediately upon the Company’s sending you written notice terminating your employment hereunder (without Cause therefor having been given by you) for any reason or for no reason or (y) at the end of the Term if the Company sends you written notice of its election not to extend or renew your employment pursuant to Section 1(the events in (x) and (y) are collectively referred to as a “No Cause Termination”) or upon your resignation in the event of any (i) material breach by the Company hereunder, (iii) relocation of your principal office more than 25 miles outside of Midland, Texas hereunder or (iiiii) material diminution in the your position, duties duties, or authority, which in either case is not cured within thirty (30) business days after written notice thereof by you to the Board (which notice must be provided by you to the Company within 90 days following the initial occurrence of such event) and an opportunity to cure within the notice period (collectively, “Good Reason Resignation”). Any termination on account of a Good Reason Resignation must occur within two years following the initial occurrence of such event. Upon any such No Cause Termination or Good Reason Resignation, as the case may be, the Company’s sole obligation(s) to you shall be (x) in the case of a No Cause Termination or your Good Reason Resignation under this Section 9(c), to pay you your Base Salary for a period the remainder of 12 months after such termination (“Severance Pay”the Term, which, subject to the timing requirements specified in Section 22, including without limitation Section 22(c)(ii), which shall be paid as and when such amounts would have been due had your employment continuedcontinued and (y) in the case of a No Cause Termination, to honor any obligations of the Company with respect to the Company Option or Diamondback Option, as applicable, under Sections 2(c) and (d) hereof; provided that any such Severance Pay payment shall be subject to your continued compliance with the provisions of Sections 6 and 7 hereof and your (or your estate or authorized representative, as applicable) executing (and not revoking) a full general release in a form as requested by the Company, releasing all claims, known or unknown, that you may have against any Diamondback Wexford Party, their officers, directors, employees and agents, arising out of or any way related to your employment or termination of employment with the Company; provided further that, for the purposes of this Section 9(c) only, the Restricted Period under Section 6 shall end on the last day of the Term. In the event Employee refuses to sign and/or revokes any such full general release within the 60 day period following the date of termination, Employee acknowledges and agrees that Employee shall not be entitled to any Base Salary continuation payments so that the Company shall have no further obligation to compensate Executive under this Agreement for termination of employment other than paying earned but unpaid salary and accrued vacation. Payments provided under in this Section 9(c) shall be in lieu of any termination or severance payments or benefits for which you may be eligible under any of the plans, policies or programs of the Company or its affiliates or under the WARN Act or any similar state statute or regulation. If you accept other employment or engage in your own business prior to the last date of the Term, you agree to and shall promptly notify the Company.