Resignation of Executive. Upon any termination of the Executive's employment under this Agreement, the Executive shall be deemed to have resigned from any and all offices and directorships held by the Executive in the Company and/or any of the Affiliates (as defined below).
Resignation of Executive. If a Change in Control shall occur and if thereafter, at any time, there shall be:
a. Any involuntary termination of Executive's employment (other than for Cause);
b. Any reduction in Executive's title, responsibilities or authority, including such title, responsibilities or authority as such may be increased from time to time;
c. Any reduction in Executive's Salary in effect immediately prior to a Change in Control, or any failure to provide Executive with benefits at least as favorable as those enjoyed by Executive under any of the pension, life insurance, medical, health and accident, disability or other employee plans of NPB or an Affiliate in which Executive participated immediately prior to a Change in Control, or the taking of any action that would materially reduce any of such compensation or benefits in effect at the time of the Change in Control, unless such reduction relates to a reduction applicable to all employees generally;
d. Any reassignment of Executive beyond a thirty (30) minute commute by automobile from Boyertown, Pennsylvania; or
e. Any requirement that Executive travel in performance of his duties on behalf of NPB or an Affiliate for a greater period of time during any year than was required of Executive during the year preceding the year in which the Change in Control occurred; then, at the option of Executive, exercisable by Executive within one hundred eighty (180) days of the occurrence of each and every of the foregoing events, the Executive may resign from employment (or, if involuntarily terminated, give notice of intention to collect benefits hereunder) by delivering a notice in writing (the "Notice of Termination") to NPB, and the Continuing Compensation and Benefits' provisions of this Agreement shall apply.
Resignation of Executive. The Company shall have the right to terminate this Agreement and Executive's employment hereunder due to the voluntary resignation of Executive, provided that Executive shall deliver no less than sixty (60) days prior written notice of such resignation to the Board, which notice may be waived by the Company in its sole discretion.
Resignation of Executive. Executive may resign his employment at any time for any reason upon fifteen (15) days advance written notice to the President and Chief Executive Officer. If Executive resigns his employment without Good Reason (as that term is defined below), he shall not be entitled to severance pay. If Executive resigns his employment for Good Reason, the Company shall pay Executive the severance pay set forth in Section 4.2 below provided Executive agrees to release any claims he may have against the Company in exchange for receipt of severance pay. For purposes of the Agreement, Good Reason shall mean the occurrence of any of the following events, which the Company has not cured within thirty (30) days of notice thereof:
a. A material breach of this Agreement by the Company;
b. A material adverse change in Executive’s status or position as an executive officer of the Company as a result of a material diminution in Executive’s duties, responsibilities, or authority as of the date of this Agreement (except in connection with the termination of Executive’s employment in accordance with Section 4.3 hereof);
c. A reduction by the Company of the Executive’s base salary as the same may be increased from time to time;
d. Without replacement by a plan providing benefits to Executive equal to or greater than those discontinued or by payment of cash in lieu of such benefits, the failure by the Company to continue in effect, within its maximum stated term, any employee benefit plan in which Executive is participating in prior to the date of this Agreement or taking of any action by the Company that would adversely affect Executive’s participation or materially reduce Executive’s benefits under all such plans; provided, however, that Good Reason shall not include changes, modifications, and terminations of the Company’s standard benefit policies and plans which are generally applicable to the Company’s officers and employees; or
e. The Company’s requiring Executive to be based anywhere other than that Minneapolis/St. Xxxx, Minnesota metropolitan statistical area, except for required travel on the Company’s business.
Resignation of Executive. If a Change in Control shall occur and if within one hundred eighty (180) days after the effective date of a Change in Control (or thirty (30) days after the completion of the conversion of the computer systems if such conversion is later than one hundred eighty (180) days after the effective date of a Change in Control, in either event, the “Transition Period”) there shall be:
a. Any involuntary termination of Executive's employment (other than for Cause);
b. Any reduction in Executive's title, responsibilities or authority, including such title,responsibilities or authority as such may be increased from time to time;
c. Any reduction in Executive's Base Salary in effect immediately prior to a Change in Control, orany failure to provide Executive with benefits at least as favorable as those enjoyed by Executiveunder any of the pension, life insurance, medical, health and accident, disability or other employee plans of NPB or an Affiliate in which Executive participated immediately prior to a Change in Control, or the taking of any action that would materially reduce any of such compensation or benefits in effect at the time of the Change in Control, unless such reduction relates to a reduction applicable to all employees generally;
d. Any reassignment of Executive beyond a thirty (30) mile commute by automobile fromBoyertown, Pennsylvania; or
e. Any requirement that Executive travel in performance of his duties on behalf of NPB or anAffiliate for a greater period of time during any year than was required of Executive during theyear preceding the year in which the Change in Control occurred (each of the foregoing, a “Triggering Event”); then, at the option of Executive, exercisable by Executive within one hundred eighty (180) days of the occurrence of any Triggering Event within the Transition Period, Executive may resign from Employment (or, if involuntarily terminated, give notice of intention to collect benefits hereunder) by delivering a notice in writing to NPB, in which case Executive shall be entitled to a lump sum cash severance payment equal to 150% of Executive's Base Salary in effect immediately prior to a Change in Control, which Employer shall pay to Executive within fifteen (15) days of Executive's termination of employment. Executive shall not be required to mitigate the amount of any payment provided for in the preceding paragraph by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in the pr...
Resignation of Executive. If Executive resigns prior to the end of the term of this Agreement, this Agreement shall terminate immediately, and the Company shall pay to Executive that part of his Base Salary which would otherwise be payable to Executive through the effective date of his resignation. Upon such payment, all obligations in any manner whatsoever of the Company to Executive shall be fully satisfied.
Resignation of Executive. Effective as of the Closing Date, Executive acknowledges and agrees that Executive shall not have “Good Reason” to terminate his employment following the Closing Date (i) pursuant to Section 4.1(b) of the Employment Agreement, because of a change in Executive’s status as an executive officer of the Company that occurs solely as a result of the consummation of the transactions contemplated by the Merger Agreement and/or the Company ceasing to be publicly owned as a result thereof, (ii) pursuant to Section 4.1(d) of the Employment Agreement solely as a result of the elimination of Executive’s eligibility to receive any new equity compensation under any of the Company’s equity based compensation plans, including without limitation, the Company’s Employee Stock Purchase Plan, or (iii) due to any delegation of some of the responsibilities and direct reporting relationships of the Chief Executive Officer such that Executive will report to a new or different executive officer.
Resignation of Executive. In the event that Executive resigns (except in the case of resignation due to Total Disability or for Good Reason) during the Employment Term or any Extended Employment Term, Executive shall be entitled to receive all Base Salary earned and accrued to the date of resignation, but all other rights of Executive hereunder shall terminate as of the date of Executive's resignation, except as otherwise provided by law.
Resignation of Executive. Executive hereby irrevocably resigns his positions as director and officer of the Company, effective as of the close of the Company's business on the Effective Date.
Resignation of Executive. The Executive may voluntarily resign his position and terminate his employment and Salary with the Company at any time, with or without cause, by delivery of a written notice of resignation to the Company (the "Notice of Resignation"). The Notice of Resignation shall set forth the date such resignation shall become effective (the "Date of Resignation"), which date shall, in any event, be at least thirty (30) days and no more than sixty (60) days from the date the Notice of Resignation is delivered to the Company. At its option, the Company may reduce such notice period to any length, upon written notice to the Executive.
