Termination by the Executive With Good Reason. In the event that the Executive’s employment is terminated by the Executive with Good Reason, the Company will pay the Executive the same Accrued Obligations, Severance Payment, Pro-Rated Bonus, Other Benefits and accelerated vesting, all as provided in Sections 7(a)(i) (ii), (iii) and (iv) above at the times as provided in such sections. Without limiting the foregoing, it is agreed that if the Executive’s employment is terminated pursuant to this Section 7(b), all outstanding stock options, restricted stock, LTIP units and other equity awards granted to the Executive under any of the Company’s equity incentive plans (or awards substituted therefore covering the securities of a successor company) shall become immediately vested and exercisable in full. Likewise, all outstanding stock options, restricted stock, LTIP units and other equity awards granted to the Executive under any of the equity incentive plans of any entity advised by Ashford Inc. shall become immediately vested and exercisable in full to the extent provided in such plans and consistent with the vesting terms of such awards. Further, the Company agrees that upon a termination by the Executive with good reason, to the extent any LTIP units held by Executive have yet to reach the economic equivalent of common units, the LTIP units shall be fully vested (as provided above) but shall continue to be subject to the earn-up provisions of the organizational documents of the issuer, and the Company shall take all reasonable efforts to cause such LTIP units to fully earn-up in accordance with such provisions.
Termination by the Executive With Good Reason. The Company covenants and agrees that it will not take any action, or fail to take any action, that will provide Good Reason for the Executive to terminate this Agreement. In the event that the Company takes any action, or fails to take any action, in violation of the proceeding sentence, then the Executive shall give, within 90 days of the Executive first becoming aware of the occurrence of such action or failure to act, written notice to the Company of the existence of Good Reason, and, unless the Company takes remedial action resulting in the cessation of Good Reason within 30 days of receipt of such notification, the Executive may terminate his employment for Good Reason at any time during the 40-day period following the expiration of such 30-day period (or, if such act or failure to act is not susceptible to remedy, during the 40-day period following the Executive’s provision of notice regarding the existence of Good Reason). Such termination shall have the same consequences as a termination without Cause under Section 6.4.
Termination by the Executive With Good Reason. In the event that the Executive’s employment is terminated by the Executive with Good Reason, the Company will pay the Executive the same Accrued Obligations, Pro-Rated Bonus, Other Benefits and accelerated vesting, all as provided in Sections 7(a)(i) (ii), (iii) and (iv) above at the times as provided in such sections. In addition, the Executive shall be entitled to a Severance Payment determined and paid in accordance with Section 7(a)(i) above; PROVIDED, HOWEVER, the Severance Multiple shall be two (2). Without limiting the foregoing, it is agreed that if the Executive’s employment is terminated pursuant to this Section 7(b), all outstanding stock options, restricted stock, LTIP units and other equity awards granted to the Executive under any of the Company’s equity incentive plans (or awards substituted therefore covering the securities of a successor company) shall become immediately vested and exercisable in full.
Termination by the Executive With Good Reason. The Executive may terminate employment hereunder with Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has completed all steps of the Good Reason Process (hereinafter defined) following the occurrence of any of the following events without the Executive’s consent (each, a “Good Reason Condition”): (i) a material reduction in cash compensation (other than a reduction in the amount of variable compensation actually earned due to the failure to meet performance targets); or (ii) solely to the extent such termination occurs during the Change in Control Period, (A) a material diminution in the Executive’s responsibilities, authority or duties; (B) a material diminution in the authority, duties, or responsibilities of the supervisor to whom the service provider is required to report; (C) a material change in the geographic location at which the Executive provides services to the Company, such that there is an increase of at least thirty (30) miles of driving distance to such location from the Executive’s principal residence as of such change; or (D) a material breach of this Agreement. The “Good Reason Process” consists of the following steps: (a) the Executive reasonably determines in good faith that a Good Reason Condition has occurred; (b) 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; (d) the Executive cooperates in good faith with the Company’s efforts, for a period of not less than 30 days following such notice (the “Cure Period”), to remedy the Good Reason Condition; (e) notwithstanding such efforts, the Good Reason Condition continues to exist; and the Executive terminates 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.
Termination by the Executive With Good Reason. If the Executive terminates his employment for Good Reason (as defined below), the Company shall:
Termination by the Executive With Good Reason. The Executive may resign from employment under this Agreement for Good Reason. For purposes of this Agreement, “Good Reason” means the occurrence of any of the following events (without Executive’s consent) that occurs during a Protected Period;
Termination by the Executive With Good Reason. The termination of the Executive’s employment with the Company by the Executive with Good Reason. Good Reason shall exist if the Company, without the Executive’s consent: (a) substantially reduces the overall importance of the Executive’s then current role, as determined by balancing any increase or decrease in the scope of the Executive’s management responsibilities against any increase or decrease in the relative sizes of the businesses, activities or functions (or portions thereof) for which the Executive has responsibility; provided, however, that none of (i) a change in the Executive’s title, (ii) a change in the hierarchy, (iii) a change in the Executive’s responsibilities from line to staff or vice versa, and (iv) placing the Executive on temporary leave pending an inquiry into whether the Executive has engaged in conduct that could constitute “Cause” under this Agreement, either individually or in the aggregate, shall be considered Good Reason; (b) reduces the Executive’s Annual Base Salary, unless a similar reduction is made for other senior executives of the Company in response to market conditions, (c) substantially reduces the aggregate benefits (on a cost basis) to which the Executive is entitled on the Effective Date, unless a similar reduction is made for other senior executive employees of the Company, (d) commits a breach of this Agreement which is not remedied by the Company within thirty (30) days of receiving written notice from the Executive of such breach, (e) requires the Executive to relocate more than twenty-five (25) miles from the Executive’s principal place of employment as of the Effective Date, (f) following a Change in Control, requires the Executive to travel on Company business, without his consent, at least 50% more, on average, than during the 12 months immediately preceding the Change in Control, or (g) any successor or assignee of the Company fails to assume and perform the Company’s obligations under this Agreement. Executive will be entitled to receive Severance Payments under Section 5(b)(i) of this Agreement on account of his voluntary termination under this Section 4(b)(ii) only if such voluntary termination with Good Reason occurs within six months after an event described in this Section 4(b)(ii), or within six months after the last in a series of such events.
Termination by the Executive With Good Reason. (a) The Executive may at any time and upon thirty (30) days written notice to the Company with Good Reason terminate his employment under this Agreement, in which case the Executive will have the right to receive the Separation Payment, subject to his execution and delivery to the Company of the Release and payable in accordance with the terms of the Release; provided, however, that such notice must be given within ninety (90) days of the date of the occurrence of an event or circumstance giving rise to Good Reason.
Termination by the Executive With Good Reason. The Company covenants and agrees that it will not take any action, or fail to take any action, that will provide Good Reason for the Executive to terminate this Agreement. In the event that the Company takes any action, or fails to take any action, in violation of the proceeding sentence, then the Executive shall give, within 90 days of the Executive first becoming aware of the occurrence of such action or failure to act, written notice to the Company of the existence of Good Reason, and, unless the Company takes remedial action resulting in the cessation of Good Reason within 30 days of receipt of such notification, the Executive may terminate his employment for Good Reason at any time during the 40-day period following the expiration of such 30-day period (or, if such act or failure to act is not susceptible to remedy, during the 40-day period following the Executive’s provision of notice regarding the existence of Good Reason). Such termination shall have the same consequences as a termination without Cause under Section 6.4. For the avoidance of doubt, in addition to the provisions set forth in Section 6.4, any unvested Initial Equity Award granted under Section 3.4 as well as any unvested awards granted under Section 3.4 during Term of Employment shall immediately vest upon the termination date to the extent required under the terms of the Red Rock Resorts, Inc. 2016 Equity Incentive Plan.
Termination by the Executive With Good Reason. Executive may terminate his employment with Good Reason by providing the Company thirty (30) days’ written notice setting forth in reasonable specificity the event that constitutes Good Reason, within sixty (60) days of the occurrence of such event. During such thirty (30) day notice period, the Company shall have a cure right (if curable), and if not cured within such period, Executive’s termination will be effective upon the expiration of such cure period, and the Executive shall be entitled to the same payments and benefits as provided in Section 8(d) above for a termination without Cause.
