Common use of Termination of Employment for Good Reason Clause in Contracts

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 Good Reason (which notice must be given no later than thirty (30) days after the initial occurrence of such event) (the “Good Reason Notice”), and the Bank has not taken action to correct, rescind or otherwise substantially reverse the occurrence supporting termination for Good Reason as identified by Executive within thirty (30) days following its receipt of such Good Reason Notice. Executive’s Date of Termination for Good Reason must occur within a period of ninety (90) days after the occurrence of an event of Good Reason. Notwithstanding anything in this Section 7(d) to the contrary, Executive and the Bank agree that a mere change in Executive’s title(s) with the Bank shall not constitute a material and adverse alteration in Executive’s status, character, capacity, location, or circumstances of employment with the Bank for purposes of this section as long as Executive’s underlying duties and responsibilities with the Bank are not materially and adversely changed or altered as well.

Termination of Employment for Good Reason. If during In 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 event that the Employee’s employment with the Company Entities is terminated by the Employee for Good Reason (as defined hereinbelow) and Executive faithfully and fully abides by all prior to the time that the Restricted Units have become Vested Units, then, if the [Year] Financial Trigger for Distributions has been met (or would be met following the completion of the covenants contained in Section 9 [Year] fiscal year), the tranche of this Agreement, then Restricted Units that would have become Vested Units upon 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 Vesting Date that immediately follows the date of said termination, with such payments commencing with the CompanyEmployee’s first regular payroll that occurs after the sixtieth (60th) day following the date termination of said Event of Termination employment will be immediately accelerated 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 Terminationbecome Vested Units. For purposes of this Agreement, Section 5(d) “Good Reason” shall mean any of the following, without Executive’s consent: (iA) a material diminution in Executivethe Employee’s Base Salaryposition, duties or responsibilities with the Company Entities, a diminution in the Employee’s title or offices with the Company Entities or any removal of the Employee from, or any failure to reelect Employee to, any of such positions; (iiB) a reduction by the Company in Employee’s base salary or target incentive opportunity; (C) a material diminution reduction in Executive’s authority, duties, or responsibilities; (iii) any material breach of this Agreement by the Bank (including the failure aggregate of the Bank to assign this Agreement to a successor in interest or benefits provided under the failure of the successor \in interest to explicitly assume and agree to be bound by this Agreement)Company Entities employee benefit plans; or (ivD) without the Employee’s previous written consent, the relocation of the BankEmployee’s principal office place of business to a location that is more than twenty-five forty (2540) miles from the location Employee’s principal place of employment as of the Bank’s principal office on the Effective DateDate of Grant; provided, however, that Good Reason shall not include (A) the Employee must provide notice of any relocation of Executive’s principal office which is proposed or initiated by the Executive; or (B) any relocation preceding conditions 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 could give rise to a right to terminate for Good Reason termination within ninety (which notice must be given no later than 90) days of the occurrence of the event, and the Company Entities shall have a period of thirty (30) days after the initial occurrence of such event) (the “Good Reason Notice”), and the Bank has not taken action to correct, rescind or otherwise substantially reverse the occurrence supporting termination for Good Reason as identified by Executive within thirty (30) days following its receipt of such Good Reason Notice. Executive’s Date of Termination for Good Reason must occur within a period of ninety (90) days after notice to correct the occurrence of an event of Good Reason. Notwithstanding anything in this Section 7(d) to the contrary, Executive and the Bank agree that a mere change in Executive’s title(s) with the Bank shall not constitute a material and adverse alteration in Executive’s status, character, capacity, location, situation or circumstances of employment with the Bank for purposes of this section as long as Executive’s underlying duties and responsibilities with the Bank are not materially and adversely changed or altered as wellevent.

Termination of Employment for Good Reason. If during the term of this Agreement Notwithstanding paragraph (3) hereof and within one (1) year immediately following a Change of Control or within six (6) months immediately prior subject to such Change of Control, Executive terminates his employment for Good Reason (as defined herein) and Executive faithfully and fully abides by all Section 2.7 of the covenants contained in Section 9 of this AgreementPlan, 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 ExecutiveOptionee’s then current Base Salary, to be paid in equal installments and in accordance employment with the Bank’s regular payroll practices Company is terminated for Good Reason, all unvested portions of the twelve Option shall automatically vest and shall be exercisable until the earlier of (12a) month period the remaining term of the Option under paragraph (10), and (b) one year following the effective 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 Agreementhereof, “Good Reason” shall mean any of the following, without Executive’s consentmean: (i) a material diminution the Optionee is assigned any responsibilities or duties materially inconsistent with his position, duties, responsibilities and status with the Company as in Executive’s Base Salaryeffect at the date of this Agreement or subsequent thereto; or his title or offices as in effect at the date of this Agreement or as the Optionee may be appointed or elected by the Chief Executive Officer or Board of Directors in the future are changed; or the Optionee is required to report to or be directed by any person other than the Chief Executive Officer and the Board of Directors; (ii) there is a material diminution reduction in Executive’s authority, duties, or responsibilitiesthe salary of the Optionee (as such salary shall have been increased from time to time) payable to the Optionee; (iii) failure by the Company or any successor to the Company or its assets to continue to provide to the Optionee any material breach benefit, bonus, profit sharing, incentive, remuneration or compensation plan, stock ownership or purchase plan, stock option plan, life insurance, disability plan, pension plan or retirement plan in which the Optionee was entitled to participate in as at the date of this Agreement or subsequent thereto, or the taking by the Bank (including Company of any action that materially and adversely affects the failure of the Bank Optionee’s participation in or materially reduces his rights or benefits under or pursuant to assign this Agreement to a successor in interest any such plan or the failure by the Company to increase or improve such rights or benefits on a basis consistent with practices in effect prior to the date of this Agreement or with practices implemented subsequent to the date of this Agreement with respect to the executive employees of the successor \in interest Company generally, whichever is more favorable to explicitly assume and agree the Optionee, but excluding such action that is required by law; (iv) without Optionee’s consent, the Company requires the Optionee to be bound by relocate to any city or community other than one within a fifty (50) mile radius of Houston, Texas, except for required travel on the Company’s business to an extent substantially consistent with the Optionees’ business obligations under this Agreement); (v) a failure by the Company to comply with any material provision of this Agreement which has not been cured within ten (10) days after notice of such noncompliance has been given by Optionee to the Company; or (ivvi) the relocation of the Bank’s principal office to there is 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 Change 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 Good Reason (which notice must be given no later than thirty (30) days after the initial occurrence of such event) (the “Good Reason Notice”), and the Bank has not taken action to correct, rescind or otherwise substantially reverse the occurrence supporting termination for Good Reason as identified by Executive within thirty (30) days following its receipt of such Good Reason Notice. Executive’s Date of Termination for Good Reason must occur within a period of ninety (90) days after the occurrence of an event of Good Reason. Notwithstanding anything in this Section 7(d) to the contrary, Executive and the Bank agree that a mere change in Executive’s title(s) with the Bank shall not constitute a material and adverse alteration in Executive’s status, character, capacity, location, or circumstances of employment with the Bank for purposes of this section as long as Executive’s underlying duties and responsibilities with the Bank are not materially and adversely changed or altered as wellControl.