Common use of With Good Reason Clause in Contracts

With Good Reason. Executive’s employment hereunder may be terminated by Executive with Good Reason. For purposes of this Agreement, “Good Reason” shall mean one or more of the following events: (A) a material adverse change or diminution in duties, responsibilities, status or positions with the Employer from the level of Executive’s duties, responsibilities, status or positions as General Counsel of a publicly traded company, except in connection with the termination of Executive’s employment for Cause, disability, retirement or death; (B) a failure by the Employer to pay compensation when due in accordance with the provisions of Section 3, which failure has not been cured within twenty (20) business days after the notice of the failure (specifying the same) has been given by Executive to the Employer; (C) a breach by the Employer of any provision of this Agreement, and, unless such breach occurs following a Change-in-Control, such breach has not been cured within thirty (30) days after notice of noncompliance (specifying the nature of the noncompliance) has been given by Executive to the Employer; (D) the Employer’s requiring Executive to be based in an office not meeting the requirements of the last sentence of Section 2(c); (E) a reduction by the Employer in Executive’s Base Salary to less than the minimum Base Salary set forth in Section 3(a); (F) the failure by the Employer to continue in effect an equity award program or other substantially similar program under which Executive is eligible to receive awards; (G) a material reduction in Executive’s benefits under any benefit plan (other than an equity award program) compared to those currently received (other than in connection with and proportionate to the reduction of the benefits received by all senior executives or undertaken in order to maintain such plan in compliance with any federal, state or local law or regulation governing benefits plans, including, but not limited to, the Employee Retirement Income Security Act of 1974, which shall not constitute Good Reason for the purposes of this Agreement); or (H) the failure by the Employer to obtain from any successor to the Employer an agreement to be bound by this Agreement pursuant to Section 15 hereof, which has not been cured within thirty (30) days after the notice of the failure (specifying the same) has been given by Executive to the Employer, but in all events prior to the completion of a Change-in-Control except to the extent the successor is bound by operation of law, it being understood that failure to obtain such agreement to be bound will in no way alter or compromise the effectiveness of this Agreement. Notwithstanding anything to the contrary in this Agreement, no termination will be deemed to be for Good Reason hereunder unless (i) Executive provides written notice to the Employer identifying the applicable event within 90 days after Executive becomes aware of such event(s), (ii) if a cure period applies, the Employer fails to remedy the event within the applicable cure period following such notice, and (iii) if a cure period applies, Executive terminates his employment as a result of such failure to cure within 60 days after the end of such cure period; if no cure period applies, Executive shall terminate his employment with Good Reason on the date specified in the notice described in (i) above, which shall be no later than 60 days from the date of the notice.

With Good Reason. Executive’s employment hereunder may be terminated by Executive with Good ReasonReason effective immediately by written notice to the Employer providing at least ten (10) days notice prior to such termination. For purposes of this Agreement, termination with “Good Reason” shall mean one or more of the following eventstermination following: (A) a material adverse change or diminution in Executive’s duties, responsibilities, status or positions with the Employer that does not represent a promotion from the level or maintaining of Executive’s duties, responsibilities, status or positions (which material change, so long as General Counsel Executive is the Chief Executive Officer of a publicly traded companyGramercy, shall include the appointment of another person as co-Chief Executive Officer of Gramercy), except in connection with the termination of Executive’s employment for Cause, disability, retirement or death; (B) a failure by the Employer to pay compensation when due in accordance with the provisions of Section 3, which failure has not been cured within twenty (20) 10 business days after the notice of the failure (specifying the same) has been given by Executive to the Employer; (C) a material breach by the Employer of any provision of this Agreement, and, unless such breach occurs following a Change-in-Control, such which breach has not been cured within thirty (30) 30 days after notice of noncompliance (specifying the nature of the noncompliance) has been given by Executive to the Employer; (D) the Employer’s Employer requiring Executive to be based in an office not meeting the requirements more than 50 miles outside of the last sentence of Section 2(c)Manhattan; (E) a reduction by the Employer in Executive’s Base Salary to less than the minimum Base Salary set forth in Section 3(a); (F) the failure by the Employer to continue in effect an equity award program or other substantially similar program under which Executive is eligible to receive awards; (G) a material reduction in Executive’s benefits under any benefit plan (other than an equity award program) compared to those currently received (other than in connection with and proportionate to the reduction of the benefits received by all or most senior executives or undertaken in order to maintain such plan in compliance with any federal, state or local law or regulation governing benefits plans, including, but not limited to, the Employee Retirement Income Security Act of 1974, which shall not constitute Good Reason for the purposes of this Agreement); or (H) the failure by the Employer to obtain from any successor to the Employer an agreement to be bound by this Agreement pursuant to Section 15 hereof, which has not been cured within thirty (30) 30 days after the notice of the failure (specifying the same) has been given by Executive to the Employer, but in all events prior to the completion of a Change-in-Control except to the extent the successor is bound by operation of law, it being understood that failure to obtain such agreement to be bound will in no way alter or compromise the effectiveness of this Agreement. Notwithstanding anything to the contrary in this Agreement, no termination will be deemed to be for Good Reason hereunder unless (i) Executive provides written notice to the Employer identifying the applicable event within 90 days after Executive becomes aware of such event(s), (ii) if a cure period applies, the Employer fails to remedy the event within the applicable cure period following such notice, and (iii) if a cure period applies, Executive terminates his employment as a result of such failure to cure within 60 days after the end of such cure period; if no cure period applies, Executive shall terminate his employment with Good Reason on the date specified in the notice described in (i) above, which shall be no later than 60 days from the date of the notice.

With Good Reason. Executive’s employment hereunder may be terminated by Executive with Good Reason. For purposes of this Agreement, “Good Reason” shall mean one or more of the following events: (A) a material adverse change or diminution in duties, responsibilities, status or positions with the Employer from the level of Executive’s duties, responsibilities, status or positions as General Counsel President of a publicly traded companycompany (which, (I) so long as Executive is the President of the Employer, shall include the appointment of another person as co-President of the Employer and (II) in the event of a Change-in-Control and for 18 months thereafter, shall include the failure of Executive to serve as President of the surviving entity (which shall include the Employer if the Employer is the surviving entity) and the ultimate parent of the surviving entity, or the equivalent position if such ultimate parent is not a corporation), except in connection with the termination of Executive’s employment for Cause, disability, retirement or death; (B) any failure of Executive to hold the title of President and be a member of the Board (or in the event of a Change-in-Control, the board of the Employer and the Employer’s ultimate parent) other than by reason of Executive’s termination of employment or resignation from such positions, which failure (to the extent it results from the failure of Executive to be elected to the Board after having been nominated by the Board or Executive’s tendered resignation as a director in accordance with the Employer’s Director Resignation Policy following his failure to receive the required number of votes for re-election in accordance with the Employer’s bylaws) has not been cured within ten (10) business days thereafter; (C) a failure by the Employer to pay compensation when due in accordance with the provisions of Section 3, which failure has not been cured within twenty (20) business days after the notice of the failure (specifying the same) has been given by Executive to the Employer; (CD) a breach by the Employer of any provision of this Agreement, Agreement and, unless such breach occurs following a Change-in-Control, such breach has not been cured within thirty (30) days after notice of noncompliance (specifying the nature of the noncompliance) has been given by Executive to the Employer; (DE) the Employer’s requiring Executive to be based in an office not meeting the requirements of the last sentence of Section 2(c); (EF) a reduction by the Employer in Executive’s Base Salary to less than the minimum Base Salary set forth in Section 3(a); (FG) the failure by the Employer to continue in effect an equity award program or other substantially similar program under which Executive is eligible to receive awards; (GH) a material reduction in Executive’s benefits under any benefit plan (other than an equity award program) compared to those currently received (other than in connection with and proportionate to the reduction of the benefits received by all senior executives or undertaken in order to maintain such plan in compliance with any federal, state or local law or regulation governing benefits plans, including, but not limited to, the Employee Retirement Income Security Act of 1974, which shall not constitute Good Reason for the purposes of this Agreement); or (HI) the failure by the Employer to obtain from any successor to the Employer an agreement to be bound by this Agreement pursuant to Section 15 hereof, which has not been cured within thirty (30) days after the notice of the failure (specifying the same) has been given by Executive to the Employer, but in all events prior to the completion of a Change-in-Control except to the extent the successor is bound by operation of law, it being understood that failure to obtain such agreement to be bound will in no way alter or compromise the effectiveness of this Agreement. Notwithstanding anything to the contrary in this Agreement, no termination will be deemed to be for Good Reason hereunder unless (i) Executive provides written notice to the Employer identifying the applicable event within 90 days after Executive becomes aware of such event(s), (ii) if a cure period applies, the Employer fails to remedy the event within the applicable cure period following such notice, and (iii) if a cure period applies, Executive terminates his employment as a result of such failure to cure within 60 days after the end of such cure period; if no cure period applies, Executive shall terminate his employment with Good Reason on the date specified in the notice described in (i) above, which shall be no later than 60 days from the date of the notice.

With Good Reason. Executive’s employment hereunder may be terminated by Executive with Good Reason. For purposes of this Agreement, “Good Reason” shall mean one or more of the following events: (A) a material adverse change or diminution in duties, responsibilities, status or positions with the Employer from the level of Executive’s duties, responsibilities, status or positions as General Counsel Chief Financial Officer of a publicly traded company, except in connection with the termination of Executive’s employment for Cause, disability, retirement or death; (B) a failure by the Employer to pay compensation when due in accordance with the provisions of Section 3, which failure has not been cured within twenty (20) business days after the notice of the failure (specifying the same) has been given by Executive to the Employer; (C) a breach by the Employer of any provision of this Agreement, and, unless such breach occurs following a Change-in-Control, such breach has not been cured within thirty (30) days after notice of noncompliance (specifying the nature of the noncompliance) has been given by Executive to the Employer; (D) the Employer’s requiring Executive to be based in an office not meeting the requirements of the last sentence of Section 2(c); (E) a reduction by the Employer in Executive’s Base Salary to less than the minimum Base Salary set forth in Section 3(a); (F) the failure by the Employer to continue in effect an equity award program or other substantially similar program under which Executive is eligible to receive awards; (G) a material reduction in Executive’s benefits under any benefit plan (other than an equity award program) compared to those currently received (other than in connection with and proportionate to the reduction of the benefits received by all senior executives or undertaken in order to maintain such plan in compliance with any federal, state or local law or regulation governing benefits plans, including, but not limited to, the Employee Retirement Income Security Act of 1974, which shall not constitute Good Reason for the purposes of this Agreement); or (H) the failure by the Employer to obtain from any successor to the Employer an agreement to be bound by this Agreement pursuant to Section 15 hereof, which has not been cured within thirty (30) days after the notice of the failure (specifying the same) has been given by Executive to the Employer, but in all events prior to the completion of a Change-in-Control except to the extent the successor is bound by operation of law, it being understood that failure to obtain such agreement to be bound will in no way alter or compromise the effectiveness of this Agreement. Notwithstanding anything to the contrary in this Agreement, no termination will be deemed to be for Good Reason hereunder unless (i) Executive provides written notice to the Employer identifying the applicable event within 90 days after Executive becomes aware of such event(s), (ii) if a cure period applies, the Employer fails to remedy the event within the applicable cure period following such notice, and (iii) if a cure period applies, Executive terminates his employment as a result of such failure to cure within 60 days after the end of such cure period; if no cure period applies, Executive shall terminate his employment with Good Reason on the date specified in the notice described in (i) above, which shall be no later than 60 days from the date of the notice.

With Good Reason. Executive’s employment hereunder may be terminated by Executive with Good ReasonReason effective immediately by written notice to the Employer providing at least ten (10) days notice prior to such termination. For purposes of this Agreement, termination with “Good Reason” shall mean one or more of the following eventstermination following: (A) a material adverse change or diminution in Executive’s duties, responsibilities, status or positions with the Employer that does not represent a promotion from the level or maintaining of Executive’s duties, responsibilities, status or positions (which material change, so long as General Counsel Executive is the Chief Financial Officer of a publicly traded companyGramercy, shall include the appointment of another person as co-Chief Financial Officer of Gramercy), except in connection with the (a) termination of Executive’s employment for Cause, disability, retirement or deathdeath or (b) the appointment by Gramercy of a person other than the Executive as Gramercy’s Principal Financial Officer for SEC reporting purposes so long as such person has a title other than Chief Financial Officer for corporate purposes; (B) a failure by the Employer to pay compensation when due in accordance with the provisions of Section 3, which failure has not been cured within twenty (20) 10 business days after the notice of the failure (specifying the same) has been given by Executive to the Employer; (C) a material breach by the Employer of any provision of this Agreement, and, unless such breach occurs following a Change-in-Control, such which breach has not been cured within thirty (30) 30 days after notice of noncompliance (specifying the nature of the noncompliance) has been given by Executive to the Employer; (D) the Employer’s Employer requiring Executive to be based in an office not meeting the requirements more than 50 miles outside of the last sentence of Section 2(c)Manhattan; (E) a reduction by the Employer in Executive’s Base Salary to less than the minimum Base Salary set forth in Section 3(a); (F) the failure by the Employer to continue in effect an equity award program or other substantially similar program under which Executive is eligible to receive awards; (G) a material reduction in Executive’s benefits under any benefit plan (other than an equity award program) compared to those currently received (other than in connection with and proportionate to the reduction of the benefits received by all or most senior executives or undertaken in order to maintain such plan in compliance with any federal, state or local law or regulation governing benefits plans, including, but not limited to, the Employee Retirement Income Security Act of 1974, which shall not constitute Good Reason for the purposes of this Agreement); or (H) the failure by the Employer to obtain from any successor to the Employer an agreement to be bound by this Agreement pursuant to Section 15 hereof, which has not been cured within thirty (30) 30 days after the notice of the failure (specifying the same) has been given by Executive to the Employer, but in all events prior to the completion of a Change-in-Control except to the extent the successor is bound by operation of law, it being understood that failure to obtain such agreement to be bound will in no way alter or compromise the effectiveness of this Agreement. Notwithstanding anything to the contrary in this Agreement, no termination will be deemed to be for Good Reason hereunder unless (i) Executive provides written notice to the Employer identifying the applicable event within 90 days after Executive becomes aware of such event(s), (ii) if a cure period applies, the Employer fails to remedy the event within the applicable cure period following such notice, and (iii) if a cure period applies, Executive terminates his employment as a result of such failure to cure within 60 days after the end of such cure period; if no cure period applies, Executive shall terminate his employment with Good Reason on the date specified in the notice described in (i) above, which shall be no later than 60 days from the date of the notice.

With Good Reason. ExecutiveThe Employee’s employment hereunder may be terminated by Executive with the Employee for “Good Reason. .” For purposes of this Agreement, “Good Reason” Reason shall mean one or more any of the following eventsfollowing: (Aa) a material adverse change or diminution in duties, responsibilities, status or positions with the Employer from the level of Executive’s duties, responsibilities, status or positions as General Counsel of a publicly traded company, except in connection with the termination of Executive’s employment for Cause, disability, retirement or death; (B) a failure by the Employer to pay compensation when due in accordance with the provisions of Section 3, which failure has not been cured within twenty (20) business days after the notice breach of the failure (specifying the same) has been given by Executive to the Employer; (C) a breach by the Employer of any provision of Company’s obligations under this Agreement, and, unless such breach occurs following a Change-in-Control, such which breach has not been cured within thirty (30) days after the Company’s receipt of written notice from the Employee of noncompliance (specifying the nature of the noncompliance) has been given by Executive to the Employersuch breach; (D) the Employer’s requiring Executive to be based in an office not meeting the requirements of the last sentence of Section 2(c); (Eb) a reduction by in the Employer in ExecutiveEmployee’s annual Base Salary to less than the minimum Base Salary set forth in Section 3(aof one hundred eighty thousand Dollars ($180,000); (Fc) the relocation of the Employee’s principal office more than one hundred (100) miles from its current location; d) the Company’s failure by the Employer to continue in effect an equity award program a compensation or other substantially similar program under which Executive is eligible to receive awards; (G) a material reduction in Executive’s benefits under any benefit plan in which the Employee is participating, unless: (other than an equity award programx) compared to those currently received (other than in connection with and proportionate the Company offers a reasonably acceptable alternative to the reduction of plan, or (y) replacing the benefits received by all senior executives or undertaken in order to maintain such plan in compliance with any federal, state or local law or regulation governing benefits plans, including, but not limited to, will cost the Employee Retirement Income Security Act of 1974, which shall not constitute Good Reason for the purposes of this Agreement)less than three thousand five hundred Dollars $3,500.00 per annum; or (He) a significant reduction in the failure Employee’s title, or any material change in the Employee’s status, or the assignment to the Employee of any duties materially inconsistent with the Employee’s position; or any other action by the Employer to obtain from Company which results in a substantial diminution of the Employee’s position, authority, duties or responsibilities, excluding for this purpose any successor to action not taken in bad faith and which is remedied by the Employer an agreement to be bound by this Agreement pursuant to Section 15 hereof, which has not been cured within Company no later than thirty (30) days after the notice of the failure (specifying the same) has been given by Executive to the Employer, but in all events prior to the completion of a Change-in-Control except to the extent the successor is bound by operation of law, it being understood that failure to obtain such agreement to be bound will in no way alter or compromise the effectiveness of this Agreement. Notwithstanding anything to the contrary in this Agreement, no termination will be deemed to be for Good Reason hereunder unless (i) Executive provides written notice to the Employer identifying Company by the applicable event within 90 days after Executive becomes aware of such event(s), (ii) if a cure period applies, Employee. If the Employer fails to remedy the event within the applicable cure period following such notice, and (iii) if a cure period applies, Executive Employee terminates his employment as a result of such failure to cure within 60 days after the end of such cure period; if no cure period applies, Executive shall terminate his employment with Good Reason on Reason, the date specified in Company shall pay to the notice Employee a lump sum payment equal to the total cash compensation, including both Base Salary and Bonus(es), the Employee would have been entitled to receive had the Employee continued to be employed for the Term of the Agreement. In addition to the lump sum payment described in (i) above, which any restrictions on any incentive compensation previously granted to the Employee shall be no later than 60 days from the date lapse effective as of the noticetermination of the Employee’s employment.

With Good Reason. Executive’s employment hereunder may be terminated by Executive with Good Reason. For purposes of this Agreement, “Good Reason” shall mean one or more of the following events: (A) a material adverse change or diminution in duties, responsibilities, status or positions with the Employer from the level of Executive’s duties, responsibilities, status or positions (which, (I) so long as General Counsel Executive is the President of the Employer, shall include the appointment of another person as co-President of the Employer and (II) in the event of a publicly traded companyChange-in-Control and for 18 months thereafter, shall include the failure of Executive to serve as President of the surviving entity (which shall include the Employer if the Employer is the surviving entity) and the ultimate parent of the surviving entity, or the equivalent position if such ultimate parent is not a corporation), except in connection with the termination of Executive’s employment for Cause, disability, retirement or death; (B) any failure of Executive to hold the title of President and be a member of the Board (or in the event of a Change-in-Control, the board of the Employer and the Employer’s ultimate parent) other than by reason of Executive’s termination of employment or resignation from such positions, which failure (to the extent it results from the failure of Executive to be elected to the Board after having been nominated by the Board or Executive’s tendered resignation as a director in accordance with the Employer’s Director Resignation Policy following his failure to receive the required number of votes for re-election in accordance with the Employer’s bylaws) has not been cured within ten (10) business days thereafter; (C) a failure by the Employer to pay compensation when due in accordance with the provisions of Section 3, which failure has not been cured within twenty (20) business days after the notice of the failure (specifying the same) has been given by Executive to the Employer; (CD) a breach by the Employer of any provision of this Agreement, Agreement and, unless such breach occurs following a Change-in-Control, such breach has not been cured within thirty (30) days after notice of noncompliance (specifying the nature of the noncompliance) has been given by Executive to the Employer; (DE) the Employer’s requiring Executive to be based in an office not meeting the requirements of the last sentence of Section 2(c); (EF) a reduction by the Employer in Executive’s Base Salary to less than the minimum Base Salary set forth in Section 3(a); (FG) the failure by the Employer to continue in effect an equity award program or other substantially similar program under which Executive is eligible to receive awards; (GH) a material reduction in Executive’s benefits under any benefit plan (other than an equity award program) compared to those currently received (other than in connection with and proportionate to the reduction of the benefits received by all senior executives or undertaken in order to maintain such plan in compliance with any federal, state or local law or regulation governing benefits plans, including, but not limited to, the Employee Retirement Income Security Act of 1974, which shall not constitute Good Reason for the purposes of this Agreement); or (HI) the failure by the Employer to obtain from any successor to the Employer an agreement to be bound by this Agreement pursuant to Section 15 hereof, which has not been cured within thirty (30) days after the notice of the failure (specifying the same) has been given by Executive to the Employer, but in all events prior to the completion of a Change-in-Control except to the extent the successor is bound by operation of law, it being understood that failure to obtain such agreement to be bound will in no way alter or compromise the effectiveness of this Agreement. Notwithstanding anything to the contrary in this Agreement, no termination will be deemed to be for Good Reason hereunder unless (i) Executive provides written notice to the Employer identifying the applicable event within 90 days after Executive becomes aware of such event(s), (ii) if a cure period applies, the Employer fails to remedy the event within the applicable cure period following such notice, and (iii) if a cure period applies, Executive terminates his employment as a result of such failure to cure within 60 days after the end of such cure period; if no cure period applies, Executive shall terminate his employment with Good Reason on the date specified in the notice described in (i) above, which shall be no later than 60 days from the date of the notice.

With Good Reason. ExecutiveThe Employee may terminate the Agreement upon thirty (30) days written notice to the Company upon: (1) any substantial diminution in Employee’s employment hereunder may position or status, duties or authority with the Company; (2) any reduction in the Base Salary; (3) the relocation of the Company’s principal office outside of a fifty (50) mile radius of Baudette, Minnesota or the Company requiring the Employee to be terminated based at any place other than within a fifty (50) mile radius of Baudette, Minnesota, except, in each instance, for reasonably required business travel from time to time; and (4) any material breach by Executive with Good Reason. For purposes the Company of any agreement or covenant made in this Agreement, “Good Reason” shall mean one or more of the following events: (A) a material adverse change or diminution in duties, responsibilities, status or positions with the Employer from the level of Executive’s duties, responsibilities, status or positions as General Counsel of a publicly traded company, except in connection with the termination of Executive’s employment for Cause, disability, retirement or death; (B) a failure by the Employer to pay compensation when due in accordance with the provisions of Section 3, which failure has breach is not been cured within twenty (20) business days after the notice of the failure (specifying the same) has been given by Executive to the Employer; (C) a breach by the Employer of any provision of this Agreement, and, unless such breach occurs following a Change-in-Control, such breach has not been cured within thirty (30) days after notice of noncompliance (specifying the nature of the noncompliance) has been given by Executive to the Employer; (D) the Employer’s requiring Executive to be based in an office not meeting the requirements of the last sentence of Section 2(c); (E) a reduction by the Employer in Executive’s Base Salary to less than the minimum Base Salary set forth in Section 3(a); (F) the failure by the Employer to continue in effect an equity award program or other substantially similar program under which Executive is eligible to receive awards; (G) a material reduction in Executive’s benefits under any benefit plan (other than an equity award program) compared to those currently received (other than in connection with and proportionate to the reduction of the benefits received by all senior executives or undertaken in order to maintain such plan in compliance with any federal, state or local law or regulation governing benefits plans, including, but not limited to, the Employee Retirement Income Security Act of 1974, which shall not constitute Good Reason for the purposes of this Agreement); or (H) the failure by the Employer to obtain from any successor to the Employer an agreement to be bound by this Agreement pursuant to Section 15 hereof, which has not been cured within thirty (30) days after the notice of the failure (specifying the same) has been given by Executive to the Employer, but in all events prior to the completion of a Change-in-Control except to the extent the successor is bound by operation of law, it being understood that failure to obtain such agreement to be bound will in no way alter or compromise the effectiveness of this Agreement. Notwithstanding anything to the contrary in this Agreement, no termination will be deemed to be for Good Reason hereunder unless (i) Executive provides written notice to the Employer identifying Company or is incapable of cure. In the applicable event within 90 days after Executive becomes aware of a termination by the Employee with good reason, the Company’s obligations hereunder shall be as follows: (a) paying Severance to Employee in accordance with Section 4(f)(i) hereof; (b) paying any earned (with respect to the Employee’s prior full year of employment), but unpaid Bonus, and a prorated portion of the current year’s Bonus, determined by the Company in the ordinary course consistent with past practice; continuing Employee’s participation through the Severance Period in any health benefits in which Employee was participating on the effective date of such event(s), (ii) if a cure period applies, the Employer fails to remedy the event within the applicable cure period following such noticetermination, and (iiid) if a cure period applies, Executive terminates his employment providing to Employee any other benefits hereunder that have accrued or vested but have not been paid as a result of the effective date of such failure to cure within 60 days after the end of such cure period; if no cure period applies, Executive shall terminate his employment with Good Reason on the date specified in the notice described in (i) above, which termination. The payments hereunder shall be no later than 60 days from made as and when such payments would have been made had Employee’s employment not have terminated hereunder. Except as provided herein, all other obligations of the Company under this Agreement shall cease as of the date of the noticetermination.

With Good Reason. Executive’s employment hereunder may be terminated by Executive with Good ReasonReason effective immediately by written notice to the Employer providing at least ten (10) days notice prior to such termination. For purposes of this Agreement, termination with “Good Reason” shall mean one or more of the following eventstermination following: (A) a material adverse change or diminution in Executive’s duties, responsibilities, status or positions with the Employer that does not represent a promotion from the level or maintaining of Executive’s duties, responsibilities, status or positions (which material change, so long as General Counsel Executive is the President of a publicly traded companyGramercy, shall include the appointment of another person as co-President of Gramercy), except in connection with the termination of Executive’s employment for Cause, disability, retirement or death; (B) a failure by the Employer to pay compensation when due in accordance with the provisions of Section 3, which failure has not been cured within twenty (20) 10 business days after the notice of the failure (specifying the same) has been given by Executive to the Employer; (C) a material breach by the Employer of any provision of this Agreement, and, unless such breach occurs following a Change-in-Control, such which breach has not been cured within thirty (30) 30 days after notice of noncompliance (specifying the nature of the noncompliance) has been given by Executive to the Employer; (D) the Employer’s Employer requiring Executive to be based in an office not meeting the requirements more than 50 miles outside of the last sentence of Section 2(c)Manhattan; (E) a reduction by the Employer in Executive’s Base Salary to less than the minimum Base Salary set forth in Section 3(a); (F) the failure by the Employer to continue in effect an equity award program or other substantially similar program under which Executive is eligible to receive awards; (G) a material reduction in Executive’s benefits under any benefit plan (other than an equity award program) compared to those currently received (other than in connection with and proportionate to the reduction of the benefits received by all or most senior executives or undertaken in order to maintain such plan in compliance with any federal, state or local law or regulation governing benefits plans, including, but not limited to, the Employee Retirement Income Security Act of 1974, which shall not constitute Good Reason for the purposes of this Agreement); or (H) the failure by the Employer to obtain from any successor to the Employer an agreement to be bound by this Agreement pursuant to Section 15 hereof, which has not been cured within thirty (30) 30 days after the notice of the failure (specifying the same) has been given by Executive to the Employer, but in all events prior to the completion of a Change-in-Control except to the extent the successor is bound by operation of law, it being understood that failure to obtain such agreement to be bound will in no way alter or compromise the effectiveness of this Agreement. Notwithstanding anything to the contrary in this Agreement, no termination will be deemed to be for Good Reason hereunder unless (i) Executive provides written notice to the Employer identifying the applicable event within 90 days after Executive becomes aware of such event(s), (ii) if a cure period applies, the Employer fails to remedy the event within the applicable cure period following such notice, and (iii) if a cure period applies, Executive terminates his employment as a result of such failure to cure within 60 days after the end of such cure period; if no cure period applies, Executive shall terminate his employment with Good Reason on the date specified in the notice described in (i) above, which shall be no later than 60 days from the date of the notice.

With Good Reason. Executive’s employment hereunder may be terminated by Executive with Good Reason. For purposes of this Agreement, “Good Reason” shall mean one or more of the following events: (A) a material adverse change or diminution in duties, responsibilities, status or positions with the Employer from the level of Executive’s duties, responsibilities, status or positions as General Counsel Chairman and CEO of a publicly traded companycompany (which, (I) so long as Executive is the Chairman and CEO of the Employer, shall include the appointment of another person as co-CEO or co-Chairman of the Employer and (II) in the event of a Change-in-Control and for 18 months thereafter, shall include the failure of Executive to serve as chairman of the board of directors of the surviving entity (which shall include the Employer if the Employer is the surviving entity and any of the applicable subsidiaries so selected in accordance with Section 2(a)) and the ultimate parent of the surviving entity, or the equivalent position if such ultimate parent is not a corporation), except in connection with the termination of Executive’s employment for Cause, disability, retirement or death; (B) any failure of Executive to hold the titles of Chief Executive Officer and Chairman and be a member of the Board (or in the event of a Change-in-Control, the board of the Employer and the Employer’s ultimate parent) other than by reason of Executive’s termination of employment or resignation from such positions, which failure (to the extent it results from the failure of Executive to be elected to the Board after having been nominated by the Board or Executive’s tendered resignation as a director in accordance with the Employer’s Director Resignation Policy following his failure to receive the required number of votes for re-election in accordance with the Employer’s bylaws) has not been cured within ten (10) business days thereafter; (C) a failure by the Employer to pay compensation when due in accordance with the provisions of Section 3, which failure has not been cured within twenty (20) business days after the notice of the failure (specifying the same) has been given by Executive to the Employer; (CD) a breach by the Employer of any provision of this Agreement, Agreement and, unless such breach occurs following a Change-in-Control, such breach has not been cured within thirty (30) days after notice of noncompliance (specifying the nature of the noncompliance) has been given by Executive to the Employer; (DE) the Employer’s requiring Executive to be based in an office not meeting the requirements of the last sentence of Section 2(c); (EF) a reduction by the Employer in Executive’s Base Salary to less than the minimum Base Salary set forth in Section 3(a); (FG) the failure by the Employer to continue in effect an equity award program or other substantially similar program under which Executive is eligible to receive awards; (GH) a material reduction in Executive’s benefits under any benefit plan (other than an equity award program) compared to those currently received (other than in connection with and proportionate to the reduction of the benefits received by all senior executives or undertaken in order to maintain such plan in compliance with any federal, state or local law or regulation governing benefits plans, including, but not limited to, the Employee Retirement Income Security Act of 1974, which shall not constitute Good Reason for the purposes of this Agreement); or (HI) the failure by the Employer to obtain from any successor to the Employer an agreement to be bound by this Agreement pursuant to Section 15 hereof, which has not been cured within thirty (30) days after the notice of the failure (specifying the same) has been given by Executive to the Employer, but in all events prior to the completion of a Change-in-Control except to the extent the successor is bound by operation of law, it being understood that failure to obtain such agreement to be bound will in no way alter or compromise the effectiveness of this Agreement. Notwithstanding anything to the contrary in this Agreement, no termination will be deemed to be for Good Reason hereunder unless (i) Executive provides written notice to the Employer identifying the applicable event within 90 days after Executive becomes aware of such event(s), (ii) if a cure period applies, the Employer fails to remedy the event within the applicable cure period following such notice, and (iii) if a cure period applies, Executive terminates his employment as a result of such failure to cure within 60 days after the end of such cure period; if no cure period applies, Executive shall terminate his employment with Good Reason on the date specified in the notice described in (i) above, which shall be no later than 60 days from the date of the notice.

With Good Reason. Executive’s employment hereunder may be terminated by Executive with Good Reason. For purposes of this Agreement, “Good Reason” shall mean mean, in the absence of a written consent of Executive, any of the following: (i) a material diminution in Executive’s title, authority, reporting relationships, duties or responsibilities (other than (aa) removal or failure to re-elect Executive as Chairman of the Board of Directors of the Bank, or (bb) pursuant to Section 7(d)(ii)), including, without limitation, failure of Executive to be retained or appointed (as the case may be) as President and Chief Executive Officer of the ultimate publicly traded parent entity following a Change of Control; (ii) a material breach of this Agreement by Employer (other than a breach of Section 4 resulting from a reduction in compensation or benefits that is required by a regulatory authority or applicable law); (iii) any requirement by Employer that Executive’s services be rendered primarily at a location other than in the Orange County or Los Angeles metropolitan areas; or (iv) Non-renewal of the Agreement by the Employer upon expiration of the employment period. To invoke a termination with Good Reason, Executive shall provide written notice to Employer of the existence of one or more of the conditions described in clauses (i) through (iv) within ninety (90) days following events: (A) a material adverse change the initial existence of such condition or diminution in dutiesconditions, responsibilities, status or positions with the and Employer from the level of Executive’s duties, responsibilities, status or positions as General Counsel of a publicly traded company, except in connection with the termination of Executive’s employment for Cause, disability, retirement or death; (B) a failure by the Employer to pay compensation when due in accordance with the provisions of Section 3, which failure has not been cured within twenty (20) business days after the notice of the failure (specifying the same) has been given by Executive to the Employer; (C) a breach by the Employer of any provision of this Agreement, and, unless such breach occurs following a Change-in-Control, such breach has not been cured within shall have thirty (30) days after notice following receipt of noncompliance (specifying the nature of the noncompliance) has been given by Executive to the Employer; (D) the Employer’s requiring Executive to be based in an office not meeting the requirements of the last sentence of Section 2(c); (E) a reduction by the Employer in Executive’s Base Salary to less than the minimum Base Salary set forth in Section 3(a); (F) the failure by the Employer to continue in effect an equity award program or other substantially similar program under which Executive is eligible to receive awards; (G) a material reduction in Executive’s benefits under any benefit plan (other than an equity award program) compared to those currently received (other than in connection with and proportionate to the reduction of the benefits received by all senior executives or undertaken in order to maintain such plan in compliance with any federal, state or local law or regulation governing benefits plans, including, but not limited to, the Employee Retirement Income Security Act of 1974, which shall not constitute Good Reason for the purposes of this Agreement); or (H) the failure by the Employer to obtain from any successor to the Employer an agreement to be bound by this Agreement pursuant to Section 15 hereof, which has not been cured within thirty (30) days after the notice of the failure (specifying the same) has been given by Executive to the Employer, but in all events prior to the completion of a Change-in-Control except to the extent the successor is bound by operation of law, it being understood that failure to obtain such agreement to be bound will in no way alter or compromise the effectiveness of this Agreement. Notwithstanding anything to the contrary in this Agreement, no termination will be deemed to be for Good Reason hereunder unless (i) Executive provides written notice (the “Cure Period”) during which it may remedy the condition if such condition is reasonably subject to cure. In the Employer identifying the applicable event within 90 days after Executive becomes aware of such event(s), (ii) if a cure period applies, the that Employer fails to remedy the event condition constituting Good Reason during the applicable Cure Period, Executive’s “separation from service” (within the applicable cure period meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)) must occur, if at all, within sixty (60) days following such notice, and (iii) if a cure period applies, Executive terminates his employment Cure Period in order for such termination as a result of such failure condition to cure within 60 days after the end of such cure period; if no cure period applies, Executive shall terminate his employment constitute a termination with Good Reason on the date specified in the notice described in (i) above, which shall be no later than 60 days from the date of the noticeReason.

With Good Reason. Executive’s employment hereunder may be terminated by Executive with Good Reason. For purposes of this Agreement, “Good Reason” shall mean one or more of the following events: (A) a material adverse change or diminution in duties, responsibilities, status or positions with the Employer from the level of Executive’s duties, responsibilities, status or positions as General Counsel Chairman and CEO of a publicly traded companycompany (which, (I) so long as Executive is the Chairman and CEO of the Employer, shall include the appointment of another person as co-CEO or co-Chairman of the Employer and (II) in the event of a Change-in- Control and for 18 months thereafter, shall include the failure of Executive to serve as chairman of the board of directors of the surviving entity (which shall include the Employer if the Employer is the surviving entity and any of the applicable subsidiaries so selected in accordance with Section 2(a)) and the ultimate parent of the surviving entity, or the equivalent position if such ultimate parent is not a corporation), except in connection with the termination of Executive’s employment for Cause, disability, retirement or death; (B) any failure of Executive to hold the titles of Chief Executive Officer and Chairman and be a member of the Board (or in the event of a Change-in-Control, the board of the Employer and the Employer’s ultimate parent) other than by reason of Executive’s termination of employment or resignation from such positions, which failure (to the extent it results from the failure of Executive to be elected to the Board after having been nominated by the Board or Executive’s tendered resignation as a director in accordance with the Employer’s Director Resignation Policy following his failure to receive the required number of votes for re-election in accordance with the Employer’s bylaws) has not been cured within ten (10) business days thereafter; (C) a failure by the Employer to pay compensation when due in accordance with the provisions of Section 3, which failure has not been cured within twenty (20) business days after the notice of the failure (specifying the same) has been given by Executive to the Employer; (CD) a breach by the Employer of any provision of this Agreement, Agreement and, unless such breach occurs following a Change-in-Control, such breach has not been cured within thirty (30) days after notice of noncompliance (specifying the nature of the noncompliance) has been given by Executive to the Employer; (DE) the Employer’s requiring Executive to be based in an office not meeting the requirements of the last sentence of Section 2(c); (EF) a reduction by the Employer in Executive’s Base Salary to less than the minimum Base Salary set forth in Section 3(a); (FG) the failure by the Employer to continue in effect an equity award program or other substantially similar program under which Executive is eligible to receive awards; (GH) a material reduction in Executive’s benefits under any benefit plan (other than an equity award program) compared to those currently received (other than in connection with and proportionate to the reduction of the benefits received by all senior executives or undertaken in order to maintain such plan in compliance with any federal, state or local law or regulation governing benefits plans, including, but not limited to, the Employee Retirement Income Security Act of 1974, which shall not constitute Good Reason for the purposes of this Agreement); or (HI) the failure by the Employer to obtain from any successor to the Employer an agreement to be bound by this Agreement pursuant to Section 15 hereof, which has not been cured within thirty (30) days after the notice of the failure (specifying the same) has been given by Executive to the Employer, but in all events prior to the completion of a Change-in-Control except to the extent the successor is bound by operation of law, it being understood that failure to obtain such agreement to be bound will in no way alter or compromise the effectiveness of this Agreement. Notwithstanding anything to the contrary in this Agreement, no termination will be deemed to be for Good Reason hereunder unless (i) Executive provides written notice to the Employer identifying the applicable event within 90 days after Executive becomes aware of such event(s), (ii) if a cure period applies, the Employer fails to remedy the event within the applicable cure period following such notice, and (iii) if a cure period applies, Executive terminates his employment as a result of such failure to cure within 60 days after the end of such cure period; if no cure period applies, Executive shall terminate his employment with Good Reason on the date specified in the notice described in (i) above, which shall be no later than 60 days from the date of the notice.