Termination of Employment for Good Reason. At any time during the Term of Employment under this Agreement, the Executive may effect at his own discretion, pursuant to this Paragraph 7(c), a Termination of Employment of Executive for Good Reason, provided, however, that any attempt to do so under circumstances that would also qualify such Termination of Employment as a Termination of Employment of Executive for Good Reason under Paragraph 6(a) of this Agreement, that is, as a Termination of Employment of Executive for Good Reason following a Change in Control that meets the conditions set forth in Paragraph 6(a), will be deemed a Termination of Employment of Executive for Good Reason under Paragraph 6(a), and not a Termination of Employment of Executive for Good Reason under this Paragraph 7(c). In the event of a Termination of Employment of Executive for Good Reason under this Paragraph 7(c), on the effective date of such Termination of Employment, Arrow or the Bank shall pay to the Executive, and the Executive shall be entitled to receive, one (1) lump sum payment in a dollar amount equal to the dollar amount of the lump sum payment the Executive would have been entitled to receive had a Termination of Employment of Executive without Cause under Paragraph 7(b) above occurred on such date, and under identical circumstances except for the identity of the party effecting such Termination of Employment and the existence of Good Reason.
Termination of Employment for Good Reason. If (1) during the term of this Agreement and within one (1) year immediately following a Change of Control or within six (6) months immediately prior to such Change of Control, the status, character, capacity, location, or circumstances of Executive's employment as provided in paragraphs 2, 3, 4 and 6 of this Agreement have been materially and adversely altered by Employers, whether by
(i) any material breach of this Agreement by Employers (including the failure of Bank to comply with paragraphs 2, 3, 4, 5 and 6 of this Agreement);
(ii) any material and adverse change in the status, responsibilities or prerequisites of Executive;
(iii) any assignment of duties materially and adversely inconsistent with Executive's position and duties described in this Agreement; or
(iv) the failure of Employers to assign this Agreement to a successor in interest or the failure of the successor in interest to explicitly assume and agree to be bound by this Agreement,
Termination of Employment for Good Reason. Immediately following the Effective Time (as defined in the Merger Agreement) your Service Period (as defined in the Employment Agreement) and employment with the Company and the Bank under the Employment Agreement will terminate without any action on the part of you, the Company, the Bank, or any of their affiliates, and such termination will be treated as a termination of your Service Period and employment for Good Reason under the Employment Agreement.
Termination of Employment for Good Reason. If during the term of this Agreement and within one (1) year immediately following a Change of Control or within six (6) months immediately prior to such Change of Control, Executive terminates his employment for Good Reason (as defined herein) and Executive faithfully and fully abides by all of the covenants contained in Section 9 of this Agreement, then the Bank shall pay to Executive, or in the event of his subsequent death, his designated beneficiary or beneficiaries, or his estate, as the case may be, as liquidated damages, in lieu of all other claims, a severance payment equal to two (2) times Executive’s then current Base Salary, to be paid in equal installments and in accordance with the Bank’s regular payroll practices for the twelve (12) month period following the date of said termination, with such payments commencing with the Company’s first regular payroll that occurs after the sixtieth (60th) day following the date of said Event of Termination and continuing for twelve (12) months; provided that the first such payment shall consist of all amounts payable to Executive pursuant to this Section 7(b) between the date of said Event of Termination and the first payroll date to occur after the sixtieth (60th) day following the date of said Event of Termination. For purposes of this Agreement, “Good Reason” shall mean any of the following, without Executive’s consent: (i) a material diminution in Executive’s Base Salary; (ii) a material diminution in Executive’s authority, duties, or responsibilities; (iii) any material breach of this Agreement by the Bank (including the failure of the Bank to assign this Agreement to a successor in interest or the failure of the successor \in interest to explicitly assume and agree to be bound by this Agreement); or (iv) the relocation of the Bank’s principal office to a location that is more than twenty-five (25) miles from the location of the Bank’s principal office on the Effective Date; provided, however, that Good Reason shall not include (A) any relocation of Executive’s principal office which is proposed or initiated by the Executive; or (B) any relocation that results in Executive’s principal place office being closer to the Executive’s then-current principal residence. A termination by Executive shall not constitute termination for Good Reason unless Executive shall first have delivered to the Bank written notice setting forth with specificity the occurrence deemed to give rise to a right to terminate for G...
Termination of Employment for Good Reason. The Employee may terminate her employment for Good Reason by giving the Company a written notice of termination at least 30 days before the date of such termination specifying in reasonable detail the circumstances constituting such Good Reason. In the event of the Employee's termination of her employment for Good Reason, the Employee shall be entitled to the benefits described in Section 9. For purposes of this Agreement, Good Reason shall mean (i) a significant reduction in the scope of the Employee's authority, position, title, functions, duties or responsibilities from that which is contemplated by this Agreement, (ii) the relocation of the Employee's office location to a location more than 25 miles away from the Employee's principal place of employment on the Effective Date, (iii) any reduction in the Employee's base salary, (iv) a significant change in the Company's annual bonus program adversely affecting the Employee, or (v) a significant reduction in the other employee benefits provided to the Employee. If an event constituting a ground for termination of employment for Good Reason occurs, and the Employee fails to give notice of termination within 3 months after the occurrence of such event, the Employee shall be deemed to have waived her right to terminate employment for Good Reason in connection with such event (but not for any other event for which the 3-month period has not expired).
Termination of Employment for Good Reason. If not previously vested, the Award will vest, and will be converted into shares of common stock, upon death or Disability (provided that such Disability qualifies as a “disability” within the meaning of Treasury Regulation Section 1.409A-3(i)(4)). The unvested portion of the Award shall be forfeited, upon a Termination of Employment For Cause, for no consideration. Notwithstanding anything stated herein, in the Plan or in the SLM Corporation Change in Control Severance Plan for Senior Officers, the Award shall not be subject to the terms set forth in the SLM Corporation Change in Control Severance Plan for Senior Officers.
Termination of Employment for Good Reason. Involuntarily by the Corporation, For Cause by the Corporation or Voluntarily by Grantee Other Than Termination of
Termination of Employment for Good Reason. If, during the term of ----------------------------------------- this Agreement and within one (1) year immediately following a Change of - Control or within six
Termination of Employment for Good Reason. If at any time during this Agreement and within 12 months following a Change of Control, the Employee's employment is terminated by the Employee as a result of the Corporation taking actions which would materially and adversely affect Employee's duties under this Agreement, the Employee shall be entitled, upon receipt by the Corporation of a waiver and release in a form acceptable to the Corporation, to receive from the Corporation, a payment equal to twelve months Salary, less any amounts owing by the Employee to the Corporation for any reason and applicable deductions and withholdings, payable in twelve (12) equal monthly installments. For greater certainty, this section 10.1 does not apply in the event of the termination of the employment of the Employee as a result of death, Disability or retirement of the Employee or by the Corporation for Just Cause or pursuant to Section 4.0, or by the Employee without Good Reason.
Termination of Employment for Good Reason. If, during the term of ----------------------------------------- this Agreement, the status, character, capacity, and circumstances of Employee's employment as provided in paragraphs 2, 3, 4 and 5 of this Agreement have been materially altered by Employers or the Holding Company, whether by a reduction in salary, responsibilities, authority or benefits, and Employee terminates his employment under this Agreement within twelve (12) months thereafter for that reason, Employee, or in the event of his subsequent death, his designated beneficiary or beneficiaries, or his estate, as the case may be, shall receive as liquidated damages, in lieu of all other claims, a severance payment equal to three (3) times Employee's then current Total Compensation paid to Employee during the immediately preceding twelve (12) months, to be paid in full on the last day of the month following the date of said termination. The responsibility for making such severance payments shall be allocated among Employers and the Holding Company in whatever manner they deem appropriate.
