Resignation for Good Reason; Termination without Cause Sample Clauses

Resignation for Good Reason; Termination without Cause. Your employment shall terminate (x) immediately upon the Company’s sending you written notice terminating your employment hereunder without Cause for any reason or for no reason or (y) at the end of the Term if the Company sends you written notice of its election not to extend or renew your employment pursuant to Section 1(the events in (x) and (y) are collectively referred to as a “No Cause Termination”) or upon your resignation in the event of any (i) material breach by the Company hereunder, (iii) relocation of your principal office more than 25 miles outside of Midland, Texas or (iii) material diminution in the your position, duties or authority, which in either case is not cured within thirty (30) business days after written notice thereof by you to the Board (which notice must be provided by you to the Company within 90 days following the initial occurrence of such event) and an opportunity to cure within the notice period (collectively, “Good Reason Resignation”). Any termination on account of a Good Reason Resignation must occur within two years following the initial occurrence of such event. Upon any such No Cause Termination or Good Reason Resignation, as the case may be, the Company’s sole obligation(s) to you shall be in the case of a No Cause Termination or your Good Reason Resignation under this Section 9(c), to pay you your Base Salary for a period of 12 months after such termination (“Severance Pay”), which shall be paid as and when such amounts would have been due had your employment continued; provided that any such Severance Pay payment shall be subject to your continued compliance with the provisions of Sections 6 and 7 hereof and your (or your estate or authorized representative, as applicable) executing (and not revoking) a full general release in a form as requested by the Company, releasing all claims, known or unknown, that you may have against any Diamondback Party, their officers, directors, employees and agents, arising out of or any way related to your employment or termination of employment with the Company. Payments provided under this Section 9(c) shall be in lieu of any termination or severance payments or benefits for which you may be eligible under any of the plans, policies or programs of the Company or its affiliates or under the WARN Act or any similar state statute or regulation. If you accept other employment or engage in your own business prior to the last date of the Term, you shall promptly notify the Company.

Resignation for Good Reason; Termination without Cause. (1) If Executive terminates her employment for Good Reason pursuant to Section 10(d) or Employer terminates Executive without Cause pursuant to Section 10(e), and such termination is not within two (2) years following a Change of Control, Executive shall receive: (i) Executive’s then-current base salary from the Date of Termination through the remainder of the Term, but not less than for a period of one (1) year; (ii) Any incentive compensation earned for any performance period completed on or before the Date of Termination but not yet paid; (iii) Reimbursement of expenses described in Section 6(d) incurred as of the Date of Termination but not yet reimbursed; and (iv) Immediate acceleration of vesting of all Discretionary Performance Shares and/or Stock Options which have been granted to Executive and not lapsed prior to the date of termination. (2) The payment to which Executive is entitled pursuant to subparagraphs (i) and (ii) of Section 11(c)(1) shall be paid in equal monthly installment payments over the Restricted Period, as defined in Section 13(a), with no percent value or other discount. (3) Executive shall not be required to mitigate the amount of any payment or benefit contemplated by this Section 11(c) (whether by seeking new employment or otherwise), and no such payment or benefit shall be reduced by earnings that Executive may receive from any other source.

Resignation for Good Reason; Termination without Cause. (1) If Executive terminates her employment for Good Reason pursuant to Section 10(d) or Employer terminates Executive without Cause pursuant to Section 10(e), and such termination is not within two (2) years following a Change of Control, Executive shall receive: (i) Continued payment, in accordance with Employer’s standard payroll practices, of Executive’s then-current base salary from the effective date of termination through the remainder of the Term, including any Renewal Term then in effect, but not less than for a period of one (1) year; (ii) The pro rata portion of any incentive compensation earned but not yet paid, which shall be calculated in the ordinary course and paid in accordance with Employer’s standard payroll practices; (iii) Reimbursement of expenses described in Section 6(d) incurred but not yet reimbursed; and (iv) Immediate acceleration of vesting of all Discretionary Performance Shares and/or Stock Options which have been granted to Executive prior to the date of termination. (2) Executive shall not be required to mitigate the amount of any payment or benefit contemplated by this Section 11(c) (whether by seeking new employment or otherwise), and no such payment or benefit shall be reduced by earnings that Executive may receive from any other source.

Resignation for Good Reason; Termination without Cause. If during the Employment Period, the Company shall terminate Executive’s employment without Cause (other than as a result of death or Disability) or Executive shall terminate Executive’s employment for Good Reason, then the Company will provide Executive with the following payments and/or benefits: (i) the Company shall pay to Executive as soon as reasonably practicable but no later than the 60th day following the Date of Termination the following in a lump sum, to the extent not previously paid, (A) the Annual Base Salary through the Date of Termination, (B) the Bonus earned for any fiscal year ended prior to the year in which the Date of Termination occurs, provided that Executive was employed on the last day of such fiscal year, (C) the amount of any unpaid expense reimbursements to which Executive may be entitled pursuant to Section 2(c)(v) of this Agreement, and (D) any other vested payments or benefits to which Executive or Executive’s estate may be entitled to receive under any of the Company’s benefit plans or applicable law, in accordance with the terms of such plans or law (clauses (A)–(D), the “Accrued Obligations”); and (ii) subject to Section 4(e) of this Agreement, on the 60th day after the Date of Termination, the Company will pay Executive a lump sum amount equal to one times the sum of (x) Executive’s Annual Base Salary as in effect as of the Date of Termination and (y) the annual Bonus paid or to be paid with respect to the fiscal year completed most recently prior to the Date of Termination (the “Severance Payment”).

Resignation for Good Reason; Termination without Cause. If the Bank or the Company terminates Executive’s employment Without Cause or the Executive resigns for Good Reason during the Employment Period: (i) Executive will be paid his Salary and any Benefits accrued through the last day of his employment; (ii) so long as Executive continues to comply with Sections 7, 8, and 9 of this Agreement, Executive will be entitled to receive continuing payments of Salary installments, at the Salary rate in effect as of the last day of employment, for a period equal to the lesser of eighteen (18) months or the remaining Employment Period, determined as of the date Executive’s employment is terminated, subject to the requirement set forth below that the Executive execute a release agreement; and (iii) Executive’s rights with respect to vested and unvested stock options will be determined as provided in the applicable stock option plan; provided, however, if the effective date of such termination Without Cause or resignation for Good Reason occurs prior to the first anniversary of the Effective Date (of the Transaction), then Executive shall be entitled to the benefits in Section 5. As a condition precedent to the Executive’s right to receive the severance payments set forth in clause (ii) of this subsection 4(d), Executive must sign a release of all claims against the Bank, and its officers, directors, employees and agents, and the Bank’s Affiliates, and their officers, directors, employees and agents, in a form acceptable to the Bank; provided, however, such release shall not cover that certain Indemnification Agreement dated February __, 2011, among the Company, Bank, and Executive, or any benefit plan, program, or agreement of the Company or Bank that is applicable to the Executive. Executive must sign and return the release, if at all, so that the release is effective (taking into account any revocation period provided for therein, if any) by no later than the sixtieth (60th) calendar day following the date the Executive’s employment is terminated. The first payment will be made on the Bank’s next regular pay-day which is at least five (5) business days following the later of the effective date of the release or the date it is received by the Bank; but that first payment shall include all amounts accrued from the date of termination. Where the period available to execute (and to not revoke) the release spans more than one calendar year, the payment shall not be made until the second calendar year, or later, as required b...

Resignation for Good Reason; Termination without Cause. If ------------------------------------------------------ Employee's employment is terminated by Employee for Good Reason or by the Company Without Cause, Employee (or Employee's heirs or assigns if such termination is pursuant to the death of Employee) will be entitled to receive severance benefits as follows: (A) Employee will be entitled to receive Employee's regular monthly salary for the greater of (x) the remainder of the Term during which Employee is terminated, or (y) six (6) months (the "Severance Period"). Such ---------------- payments shall be made ratably over the Severance Period according to the Company's standard payroll schedule. (B) Employee will be entitled to receive payment on the date of termination of any bonus payable under Section 4(c). (C) Health insurance benefits with the same coverage provided to Employee prior to the termination (e.g. medical, dental, optical, mental health) and in all other respects significantly comparable to those in place immediately prior to the termination will be provided at the Company's cost over the Severance Period. (D) All amounts payable to Employee pursuant to those certain Promissory Notes with aggregate principal amount of even date herewith (the "Notes") including without limitation any interest due thereon, shall become immediately due and payable without regard to the terms of the Notes and such amounts will be immediately paid to Employee.

Resignation for Good Reason; Termination without Cause. In the event that the Employment Period and the Employee’s employment hereunder is terminated by the Employee for Good Reason or by the Company as a Termination Without Cause, the Company shall pay the Employee: (i) any earned but unpaid Base Salary through the date of termination, (ii) any unreimbursed business expenses as of the date of termination under Section 4(e) hereof and (iii) subject to Section 6(d) below, severance pay equal to six (6) months of Base Salary at the rate then in effect, payable in equal installments over a six month period following the date of termination in accordance with the normal payroll practices of the Company.

Resignation for Good Reason; Termination without Cause. The Executive may terminate his employment hereunder for Good Reason. If the Executive's employment is terminated by the Executive for Good Reason or by the Employer without Cause or if the Employer, pursuant to Section 2 hereof, notifies the Executive that the Term of this Agreement shall not be, extended, the Executive shall be entitled (if the Executive is not entitled to a Separation Payment pursuant to Subsection 4(f)) to a severance payment (the "Severance Payment") equal to the Base Salary for a period equal to the greater of (a) the remainder of the Term or (b) one year following the Date of Termination (the "Severance Period"). The Severance Payment shall be payable in a lump sum. The Executive shall also be entitled to (i) continue to receive coverage at the Employer's cost under the Employer's medical and life insurance programs until Executive becomes covered by the insurance programs of another employer or through the end of the Severance Period, whichever is shorter, (ii) require the Employer to purchase the Executive's initial principal residence in Hawaii (the "Executive Residence") pursuant to the Executive Residence Put Option, and (iii) exercise all stock options granted to the Executive prior to the Date of Termination regardless of whether or not such options have vested.

Resignation for Good Reason; Termination without Cause. If the Executive's employment is terminated by the Executive for Good Reason or by the Company without Cause, in either case at any time prior to the expiration of the Term, the Executive shall be entitled to the following benefits: (i) In addition to the payment of all Base Salary and any Bonus earned but not paid, or a pro rata portion of the guaranteed minimum Bonus -------- under Section 3(b) of this Agreement if the Date of Termination occurs prior to the end of any fiscal year, within five business days of the Termination Date the Company shall make a lump sum payment to the Executive equal to two times the sum of: (x) his highest Base Salary, plus (y) the highest Bonus percentage paid or payable to the Executive at any time prior to his Date of Termination times his highest Base Salary