Voluntary Termination With Good Reason. In any of those events, the Executive shall be entitled to receive the benefits and amounts described in the following subsections (a), (b), (c) and (d):
Voluntary Termination With Good Reason. In any of those events, the Executive (or the Executive’s estate in the event of the Executive’s death) shall be entitled to receive the Standard Termination Benefits. The Standard Termination Benefits are the benefits or amounts described in the following subsections (a) and (b):
Voluntary Termination With Good Reason. With advance written notice to the Employer as provided in clause (y), the Executive may terminate employment with Good Reason. If the Executive’s employment terminates involuntarily without Cause or voluntarily but with Good Reason, the Executive shall be entitled to the benefits specified in sections 4.4 and 4.5 of this Agreement. For purposes of this Agreement a voluntary termination by the Executive shall be considered a voluntary termination with Good Reason if the conditions stated in both clauses (x) and (y) are satisfied –
Voluntary Termination With Good Reason. For purposes of this Agreement, a termination by Executive shall be considered a voluntary termination with Good Reason if the conditions stated in both clauses (i) and (ii) are satisfied:
(i) A voluntary termination by Executive shall be considered a voluntary termination with Good Reason if any of the following occur without Executive’s advance written consent, and the term Good Reason shall mean the occurrence of any of the following without Executive’s advance written consent:
(A) the failure to elect or reelect or to appoint or reappoint Executive to a senior executive position;
(B) a material change in Executive’s functions, duties, or responsibilities with the Bank, which change would cause Executive’s position to become one other than that of a senior executive officer;
(C) a relocation of Executive’s principal place of employment by more than 30 miles from the main office of the Bank;
(D) a material reduction in the pay or benefits of Executive from those being provided as of the Effective Date, other than a reduction that is part of a Bank-wide reduction in pay or benefits;
(E) a liquidation or dissolution of the Company or the Bank, other than a liquidation or dissolution which does not affect the status of Executive; or
(F) a material breach of this Agreement by the Bank.
(ii) Upon the occurrence of any event described in clause (i) above, Executive shall have the right to elect to terminate his employment by resignation upon not less than thirty (30) days prior written notice of termination, given within ninety (90) days after the event giving rise to said right to elect. Notwithstanding the preceding sentence, Executive, after giving due notice within the prescribed time frame of an initial event specified above, shall not waive any of his rights under this Agreement by virtue of the fact that Executive has submitted his resignation but has remained in the employ of the Bank, provided Executive is engaged in good faith discussions to resolve the occurrence of any event described in clause (i) above. During this thirty (30) day period, the Bank shall have the right to cure the Good Reason, and in the event that the Bank cures said Good Reason, Executive shall no longer have the right to terminate and receive a payment under this Agreement.
Voluntary Termination With Good Reason. (i) Xxxxxx may voluntarily terminate Xxxxxx’x employment hereunder with Good Reason (as defined below) at any time during the Employment Period, effective as of the end of the 90-day period beginning on the date Xxxxxx provides USA with a signed, written notice of Xxxxxx’x termination; provided, in its sole discretion (A) USA may accept such resignation effective as of an earlier date in lieu of waiting for passage of the 90-day notice period, or (B) during all or any part of the 90-day notice period, USA may retain Xxxxxx as an employee but modify, reduce or eliminate Xxxxxx’x duties hereunder.
(ii) If Xxxxxx voluntarily terminates Xxxxxx’x employment hereunder with Good Reason at any time during the Employment Period, Xxxxxx will be entitled to receive the following compensation and benefits:
(a) On or before the termination of Xxxxxx’x employment, USA shall pay to Xxxxxx a lump sum equal to two years of his base salary at the time of the termination date;
(b) all bonuses earned or vested on or before the date of termination;
(c) all restricted stock awards and stock options shall become immediately vested on the date of termination;
(d) any benefits or compensation provided under the terms of any benefit plan or other provisions of this Agreement; and
(e) During the two year period following the date of termination, USA shall arrange at its cost to provide Xxxxxx with health, life and disability benefits substantially similar to those which Xxxxxx is receiving immediately prior to the date of termination. Benefits otherwise receivable by Xxxxxx pursuant to this subsection shall be reduced to the extent comparable benefits are actually received by or made available to Xxxxxx without cost during such period following Xxxxxx’x termination of employment (and any such benefits actually received by Xxxxxx shall be reported to USA by Xxxxxx).
(iii) For purposes of this Agreement, “Good Reason” means any of the following conditions, which remains uncured after the expiration of 30 days following the delivery of written notice of such condition to USA by Xxxxxx, with respect to which Xxxxxx terminates employment within 120 days after the initial existence of the condition: (A) a material breach of the terms of this Agreement by USA; (B) the assignment by USA to Xxxxxx of duties in any way materially inconsistent with Xxxxxx’x authorities, duties, responsibilities, and status, as Chief Executive Officer of USA, or a material reduction or alteration in the nature ...
Voluntary Termination With Good Reason. In the event of a voluntary termination with Good Reason, Employee may be eligible for benefits as described in this Section 3. For purposes of this Agreement, "Good Reason" means, in the absence of Employee's written consent, any of the following:
Voluntary Termination With Good Reason. In the event of a voluntary termination by the Executive with Good Reason, the Executive shall be entitled to receive the same severance pay and benefits due upon a termination without Cause pursuant to Section 6.5 above. “Good Reason” means (i) a material diminution in the Executive’s authority, duties or responsibilities as described herein; (ii) a requirement that the Executive report to a corporate officer other than the Company’s Chief Executive Officer; (iii) a material change in the Executive’s principal place of employment to a location that is more than 50 miles from Reston, Virginia; (iv) the failure of any successor of the Company to expressly in writing assume the Company’s obligations under this Agreement; or (v) any other action or inaction that constitutes a material breach by the Company of any agreement between the Executive and the Company or its successor. Notwithstanding the foregoing, the Executive shall not be treated as having terminated with Good Reason unless (a) the Executive notifies the Company in writing of the event or condition constituting Good Reason within sixty (60) days after he knows, or with the exercise of reasonable diligence would have known, of the occurrence of such event or condition; (b) the Company fails within thirty (30) days after receipt of such notice to cure such event and return the Executive to the position he would have been in had the event or condition not occurred; and (c) within thirty (30) days after the end of the cure period described in clause (b), the Executive notifies the Company in writing of his intent to terminate employment; provided, however, that in no event shall the Executive’s failure to notify the Company of the occurrence of any event constituting Good Reason, or to voluntarily terminate as a result of such event, be construed as a consent to the occurrence of future events, whether or not similar to the initial occurrence, or a waiver of his right to resign for Good Reason as a result thereof.
Voluntary Termination With Good Reason. For purposes of the Agreement, “Voluntary Termination with Good Reason” shall mean the termination by Executive of Executive’s employment with the Company within three hundred sixty-five (365) days following the occurrence of any of the following events without his/her consent, which is not cured by the Company, if curable, within 30 days as described below:
Voluntary Termination With Good Reason. The Executive may terminate his employment for Good Reason, as set forth below, upon the giving of thirty (30) days prior written notice to the Company. In such event, the Executive shall be entitled to the identical termination rights specified in Section 6.2 hereof. The Executive may only terminate his employment for “Good Reason” in the event of a material diminishment by the Company of the Executive’s rights hereunder, including a reduction in base salary, a material reduction in fringe benefits (except as such shall apply generally to all of the Company’s senior management), a relocation of the Executive’s principal place of business by more than 60 miles, or another material breach of this Agreement by the Company.
Voluntary Termination With Good Reason. For purposes of this Agreement a voluntary termination by the Executive shall be considered a voluntary termination with Good Reason if the conditions stated in both clauses (1) and (2) are satisfied –
(1) a voluntary termination by the Executive shall be considered a voluntary termination with Good Reason if any of the following occur without the Executive’s advance written consent, and the term Good Reason shall mean the occurrence of any of the following without the Executive’s advance written consent –
(i) a material diminution of the Executive’s base salary,
(ii) a material diminution of the Executive’s authority, duties, or responsibilities,
(iii) a material diminution in the authority, duties, or responsibilities of the supervisor to whom the Executive is required to report, or
(iv) a change by more than twenty-five (25) miles in the geographic location at which the Executive must perform services.
(2) the Executive must give notice to the Bank of the existence of one or more of the conditions described in clause (1) within sixty (60) days after the initial existence of the condition, and the Bank shall have thirty (30) days thereafter to remedy the condition. In addition, the Executive’s voluntary termination because of the existence of one or more of the conditions described in clause (1) must occur within six (6) months after the initial existence of the condition.
