Voluntary Termination with Good Reason means a voluntary Separation from Service by the Executive within 24 months after a Change in Control if the following conditions (x) and (y) are satisfied: (x) a voluntary Separation from Service by the Executive will be considered a Voluntary Termination with Good Reason if any of the following occur without the Executive’s advance written consent –
1) a material diminution of the Executive’s base salary,
2) a material diminution of the Executive’s authority, duties, or responsibilities,
3) a material diminution in the authority, duties, or responsibilities of the supervisor to whom the Executive is required to report,
4) a material diminution in the budget over which the Executive retains authority,
5) a material change in the geographic location at which the Executive must perform services for the Bank, or
6) any other action or inaction that constitutes a material breach by the Bank of the agreement under which the Executive provides services to the Bank.
Voluntary Termination with Good Reason means a voluntary Separation from Service by the Executive if the following conditions (x) and (y) are satisfied: (x) a voluntary Separation from Service by the Executive will be considered a Voluntary Termination with Good Reason if any of the following occur without the Executive’s advance written consent –
1) a material diminution of the Executive’s base salary,
2) a material diminution of the Executive’s authority, duties, or responsibilities,
3) a material diminution in the authority, duties, or responsibilities of the supervisor to whom the Executive is required to report,
4) a material diminution in the budget over which the Executive retains authority,
5) a material change in the geographic location at which the Executive must perform services for the Bank, or
6) any other action or inaction that constitutes a material breach by the Bank of the agreement under which the Executive provides services to the Bank.
Voluntary Termination with Good Reason means Executive’s voluntary resignation within sixty (60) days following the occurrence of any of the following actions without Executive’s consent: (1) the material, involuntary reduction in Executive’s title, responsibilities, authorities or functions as an employee of the Company as in effect immediately prior to such reduction (but not merely a change in title or reporting relationships), except in connection with the termination of Executive’s employment for death, disability, or any conduct listed in the definition of Involuntary Termination without Cause as grounds for termination that would not result in an Involuntary Termination without Cause; (2) a reduction in Executive’s level of compensation (including base salary, fringe benefits and target bonuses under any corporate-performance based bonus or incentive programs) by more than ten percent (10%), (3) a relocation of Executive’s place of employment by more than fifty (50) miles, (4) the imposition of business travel requirements substantially more demanding of Executive than such travel requirements existing immediately prior to such imposition, (5) any material breach of any employment agreement between the Company and Executive, or (6) any failure by the Company to obtain the assumption of any material agreement, including this Agreement and the material provisions of any stock option grant, between Executive and the Company from any successor or assign of the Company following a Corporate Event. Notwithstanding the foregoing, Executive must provide the Company with twenty (20) days advance written notice of Company’s conduct giving rise to Good Reason (the “Cure Period”) and during the Cure Period, the Company may attempt to rescind or correct the matter giving rise to Good Reason. If the Company does not rescind or correct the conduct giving rise to Good Reason to Executive’s reasonable satisfaction by the expiration of the Cure Period, Executive’s employment will then terminate with Good Reason.
Examples of Voluntary Termination with Good Reason in a sentence
Neither the Bank nor the Executive shall be entitled to elect in the 24-month period after a Change in Control between the benefit under this section 2.4 versus the Early Termination benefit under section 2.2. If the Executive’s Separation from Service within 24 months after a Change in Control is an involuntary termination without Cause or a Voluntary Termination with Good Reason, no benefit shall be payable under section 2.2 and the Executive shall instead be entitled to the benefit under this section 2.
If the Executive’s Separation from Service is an involuntary termination without Cause or a Voluntary Termination with Good Reason, in either case within 24 months after a Change in Control, the Bank shall pay to the Executive the benefit described in this section 2.4 instead of any other benefit under this Agreement.
If Executive has a Separation from Service that is an involuntary termination without Cause or a Voluntary Termination with Good Reason, in either case within the 24-month period after a Change in Control, the Bank shall pay to the Executive the benefit described in this section 2.4 instead of any other benefit under this Agreement.
If the Executive’s Separation from Service is an involuntary termination without Cause or a Voluntary Termination with Good Reason, in either case within 24 months after a Change in Control, the Bank will pay to the Executive the benefit described in this section 2.4 instead of any other benefit under this Agreement.
Following a notice of termination of the term by reason of the non-extension of the Term pursuant to Section 2.2, the Executive shall remain entitled to the protection of Sections 4.1, 4.2 and 4.3 of this Agreement and shall receive the benefits payable under such Sections in the event the Executive's death or disability or a Termination Without Cause or a Voluntary Termination with Good Reason occurs between the time the notice of non- extension occurs pursuant to Section 2.2 and the end of the Term.
More Definitions of Voluntary Termination with Good Reason
Voluntary Termination with Good Reason means the termination by Executive of Executive's employment with the Company within forty-five (45) days following the occurrence of any of the following events without his consent which is not cured by the Company as described below:
Voluntary Termination with Good Reason means a voluntary Separation from Service by the Executive within 24 months after a Change in Control if the following conditions (x) and (y) are satisfied:
Voluntary Termination with Good Reason means Executive's voluntary resignation within sixty (60) days following the occurrence of any of the following actions without Executive's consent ("Good Reason"): (1) the material, involuntary reduction in Executive's title, responsibilities, authorities or functions as an employee of the Company as in effect immediately prior to a Change in Control (but not merely a change in title or reporting relationships), except in connection with the termination of Executive's employment for death, disability, retirement, fraud, misappropriation, embezzlement or any other conduct listed under the definition of Cause; (2) a reduction in Executive's level of compensation (including base salary, fringe benefits and target bonuses under any corporate-performance based bonus or incentive programs) by more than ten percent (10%) unless such reduction is part of a general reduction applicable to all of the executives of the Company, (3) a relocation of Executive's regular place of employment by more than fifty (50) miles, (4) any material breach by the Company or its successor or assign of any employment agreement between the Company and Executive, or (5) any failure by the Company to obtain the assumption of any material agreement, including but not limited to this Agreement and the material provisions of any stock option grant, between Executive and the Company from any successor or assign of the Company following a Change in Control. Notwithstanding the foregoing, Executive must provide the Company with twenty (20) days advance written notice of Company's conduct giving rise to Good Reason prior to Executive's resignation as a Voluntary Termination With Good Reason (the "Cure Period") and during the Cure Period, the Company may attempt to rescind or correct the matter giving rise to Good Reason. If the Company does not rescind or correct the conduct giving rise to Good Reason to Executive's reasonable satisfaction by the expiration of the Cure Period, Executive may then resign Executive's employment and to claim that such resignation is a Voluntary Termination With Good Reason.
Voluntary Termination with Good Reason means a voluntary Separation from Service by the Executive if the following conditions (x) and (y) are satisfied: (x) a voluntary Separation from Service by the Executive will be considered a Voluntary Termination with Good Reason if any of the following occur without the Executive’s advance written consent –
1) a material diminution of the Executive’s base salary,
2) a material diminution of the Executive’s authority, duties, or responsibilities,
3) a material diminution in the authority, duties, or responsibilities of the supervisor to whom the Executive is required to report, including a requirement that the Executive report to a corporate officer or employee instead of reporting directly to the board of directors,
4) a material diminution in the budget over which the Executive retains authority,
5) a material change in the geographic location at which the Executive must perform services for the Bank, or
6) any other action or inaction that constitutes a material breach by the Bank of the agreement under which the Executive provides services to the Bank.
Voluntary Termination with Good Reason shall be as defined as set forth in Section 3.4 of the Employment Agreements.
Voluntary Termination with Good Reason means a voluntary Separation from Service by the Executive within 24 months after a Change in Control if the following conditions (x) and (y) are satisfied: (x) a voluntary Separation from Service by the Executive will be considered a Voluntary Termination with Good Reason if any of the following occur without the Executive’s advance written consent –
1) a material diminution of the Executive’s base salary,
2) a material diminution of the Executive’s authority, duties, or responsibilities of the supervisor to whom the Executive is required to report,
3) a material diminution in the budget over which the Executive retains authority,
4) a material change in the geographic location at which the Executive must perform services for the Bank, or
5) any other action or inaction that constitutes a material breach by the Bank of the agreement under which the Executive provides services to the Bank.
Voluntary Termination with Good Reason means a voluntary Separation from Service by the Executive within 24 months after a Change in Control if the following conditions (i) and (ii) are satisfied: (i) a voluntary Separation from Service by the Executive will be considered a Voluntary Termination for Good Reason if any of the following occur without the Executive's advance written consent -
1) a material diminution of the Executive's base salary,
2) a material diminution of the Executive's authority, duties, or responsibilities,
3) a material diminution in the authority, duties, or responsibilities of the supervisor to whom the Executive is required to report, including a requirement that the Executive report to a corporate officer or employee instead of reporting directly to the board of directors,
4) a material diminution in the budget over which the Executive retains authority,
5) a material change in the geographic location at which the Executive must perform services for the Bank, or
6) any other action or inaction that constitutes a material breach by the Bank of the agreement under which the Executive provides services to the Bank.