Termination Other Than for Cause; Resignation by the Employee for Good Reason. If the Company terminates the Employee's employment for any reason other than Cause (as defined in Section 4.3) or in the event of the Employee's Resignation for Good Reason, the Employee shall be entitled to receive all payments and benefits described in this Agreement, including, but not limited to, Annual Salary, as described in Section 3.1(b); the Incentive Award, as described in Section 3.1(c); and the Retirement Benefits, as described in Section 3.1(d), with no reduction in the present value amount contained in such Section. Notwithstanding any provision contained in the Fifth Third Stock Option Plan, if the Employee's employment is terminated pursuant to this Section 4.4, he shall be entitled to exercise all of the options granted to him under Section 3.1(c) (both vested and, if applicable, unvested) at any time prior to the date which is ten (10) years from the date on which such options were granted. For purposes of this Agreement, "Resignation for Good Reason" shall mean the termination of this Agreement by the Employee in the event that (i) Employee is required to move to a new principal work location that is more than 50 miles from Employee's work location while with State Savings Co., or (ii) Employee's duties under this Agreement are subject to a substantial reduction, or (iii) the breach of this Agreement by the Company, or (iv) there is a substantial reduction in the benefits provided to the Employee by the Company.
Termination Other Than for Cause; Resignation by the Employee for Good Reason. If the Company terminates the Employee's employment for any reason other than Cause (as defined in Section 4.3) or in the event of the Employee's Resignation for Good Reason, the Employee shall be entitled to receive two-thirds (2/3) of Annual Base Salary, as described in Section 3.1(a) for the remaining term of this Agreement; and the Annual Bonus payable with respect to the year during which the Agreement was terminated prorated for the number of months during that year of the Agreement that this Agreement remained in effect (for example if the Employee's employment is terminated pursuant to this Section after six months of any year that this Agreement is in effect, Employee will be entitled to one-half of his Annual Bonus for that year). "Resignation for Good Reason" shall mean the termination of this Agreement by the Employee in the event that there is: (a) A change in the Employee's status, title, position or responsibilities (including reporting responsibilities) which, in the Employee's reasonable judgment, does not represent a promotion from his status, title, position or responsibilities as in effect immediately prior thereto; the assignment to the Employee of any duties or responsibilities which, in the Employee's reasonable judgment, are inconsistent with such status, title, position or responsibilities; or any removal of the Employee from or failure to reappoint him to any of such positions, except in connection with the termination of his employment for (i) disability, (ii) Cause, (iii) as a result of his death or (iv) by the Employee other than for Good Reason; (b) A reduction by the Company in the Employee's Annual Base Salary or Annual Bonus; (c) Requiring the Employee to be based at any place other than Strongsville, Ohio, except for reasonably required travel on the Company's business which is not materially greater than such travel requirements prior to the date of this Agreement; (d) The adverse and substantial alteration in the nature and quality of the office space within which the Employee performs his duties, including the size and location thereof, as well as the secretarial and administrative support provided to the Employee; (e) The failure by the Company to continue to provide the Employee with compensation and benefits provided for under this Agreement or benefits substantially similar to those provided to him under any of the employee benefit plans in which the Employee becomes a participant, or the taking of any action by the...
Termination Other Than for Cause; Resignation by the Employee for Good Reason. If the Company terminates the Employee's employment for any reason other than Cause (as defined in Section 4(c)), or in the event of the Employee's Resignation for Good Reason, the Employee shall be entitled to receive the payments provided for herein. "
Termination Other Than for Cause; Resignation by the Employee for Good Reason. If the Company terminates the Employee's employment for any reason other than Cause (as defined in Section 4.3) or in the event of the Employee's Resignation for Good Reason, the Employee shall be entitled to receive all payments and benefits described in this Agreement, including, but not limited to, Annual Salary, as described in Section 3.1(a); Annual Bonus described in Section 3.1(b); the Incentive Award, as described in Section
