Resignation For Good Reason

Resignation For Good Reason. A Separation as a result of your resignation after one of the following conditions has come into existence without your consent: i. A reduction in your Base Salary (unless such reduction is part of a broad-based salary reduction applicable to the Company's senior management) or Target Bonus percentage; ii. A material diminution of your authority, duties or responsibilities; iii. Forced permanent relocation of your primary working location with the Company by more than 35 miles from your current... working location; iv. Your removal as Chief Executive Officer of the Company (or if following a Change in Control, you are not appointed as, or are removed as, Chief Executive Officer of the combined company resulting from, or if applicable, the ultimate parent entity of the acquiring party in, such Change in Control); or v. The Company's failure to have any successor assume the obligations under this letter agreement. Notwithstanding the foregoing, a Resignation for Good Reason will not be deemed to have occurred unless (i) you give the Company written notice of the condition within ninety (90) days after the condition comes into existence, (ii) the Company fails to remedy the condition within thirty (30) days after receiving your written notice (the "Cure Period") and (iii) you resign within thirty (30) days after the expiration of the Cure Period. View More

Resignation For Good Reason. A Separation as a result of Executive's resignation from employment within 12 months after one of the following conditions has come into existence without Executive's express written consent: (i) a reduction in Executive's total target annual cash compensation by more than 10%, other than a general reduction that is part of a cost-reduction program that affects all similarly situated employees in substantially the same proportions, (ii) a relocation of Executive's principal workplace by more... than 25 miles from its location prior to such Change in Control or (iii) a material reduction of Executive's responsibilities, authority or duties; provided, that a reduction in Executive's authorities, duties or responsibilities solely by virtue of Velodyne being acquired and made part of a larger entity, whether as a subsidiary, business unit or otherwise (as, for example, when the Chief Executive Officer of Velodyne or another member of the Velodyne Group remains the Chief Executive Officer of Velodyne or such other member of the Velodyne Group following a Change of Control where Velodyne or such other member of the Velodyne Group becomes a wholly owned subsidiary of the acquiror, but is not made the Chief Executive Officer of the acquiring corporation) will not, by itself, constitute grounds for a Resignation for Good Reason. A Resignation for Good Reason will not be deemed to have occurred unless Executive gives Velodyne written notice of the condition within 90 days after the condition comes into existence and Velodyne or any other member of the Velodyne Group fails to remedy the condition within 30 days after receiving such written notice; provided, however, that Velodyne will be deemed to have waived such cure period if Velodyne has communicated that it does not intend to cure such condition. View More

Resignation For Good Reason. Shall mean the Employee's resignation for Good Reason, provided that the Employee's resignation for Good Reason is effective not later than two (2) years from the initial occurrence of such Good Reason, the Employee has provided notice to the Company of the event constituting Good Reason within ninety (90) days of its initial occurrence and the Company has had thirty (30) days to cure the Good Reason event and has failed to do so.

Resignation For Good Reason. A Separation as a result of your resignation after you become aware of one of the following conditions without your consent: 12.1 A material diminution in your title, authority, duties or responsibilities, or a change in reporting structure so that you no longer report directly to the Board; 12.2 A reduction in your base salary or target annual bonus that is not effectuated as part of a reduction that proportionately affects all other C- leve! executives of the Company; or 12.3 A relocation of... your principal workplace outside of Manhattan, unless the relocation decreases your commute. A Resignation for Good Reason will not be deemed to have occurred unless you give the Company written notice of the condition within 30 days after you become aware of the condition, the Company fails to remedy the condition within 30 days after receiving your written notice and you resign within 30 days after expiration of the cure period. View More

Resignation For Good Reason. A Separation as a result of your resignation within 12 months after one of the following conditions has come into existence without your consent: (a) A material diminution of your base salary; (b) A material diminution of your authority, duties or responsibilities; or (c) A material change in the geographic location at which you must perform your services for the Company. A Resignation for Good Reason will not be deemed to have occurred unless you give the Company... written notice of the condition within 90 days after the condition comes into existence and the Company fails to remedy the condition within 30 days after receiving your written notice. View More

Resignation For Good Reason. With respect to a Participant that is an employee, the Participant's resignation from all positions he or she then holds with the Company in a manner that constitutes a Separation from Service, as a result of the occurrence of any of the following events, conditions or actions taken by the Company without Cause and without the Participant's consent: (a) a material reduction of the Participant's duties, and responsibilities, relative to the Participant's duties and responsibilities at the... Company as in effect immediately prior to such reduction; (b) a material reduction in such Participant's level of base salary and benefits (including insurance coverage) other than in connection with a comparable proportionate reduction affecting all employees; or (c) a relocation of the Participant's principal place of employment that increases the Participant's one-way commute by more than thirty (30) miles from the location at the time of the execution of an agreement that results in a Merger Transaction (other than reasonable business travel required as part of the job duties associated with such Participant's position); provided, however, that in each of (a), (b) or (c), the Participant must (i) provide the Company with written notice of the occurrence of such event or condition within 30 days after such event or condition first occurs, (ii) allow the Company 30 days to cure such event, and (iii) if the Company does not cure such event within such period, the Participant's resignation is effective not later than 60 days after the conclusion of such cure period View More

Resignation For Good Reason. A Separation as a result of your resignation within twelve (12) months after one of the following conditions initially has come into existence without your express written consent: i. A material reduction of your duties, authority and responsibilities, relative to your duties, authority and responsibilities as in effect immediately prior to such reduction, or the assignment to you of such reduced duties, authority and responsibilities; ii. A reduction in your base salary in effect immediately... prior to such reduction; iii. A material reduction in the kind or level of employee benefits to which you were entitled immediately prior to such reduction, with the result that your overall benefits package is materially reduced; iv. A relocation to a facility or a location more than thirty-five miles from your then-present location that increases your one-way commute; or v. The Company's breach of this Agreement, including its failure to obtain the assumption of this Agreement by any successor (whether direct or indirect and whether by purchase, merger, consolidation, liquidation or otherwise) to all or substantially all of the Company's business and/or assets. A Resignation for Good Reason will not be deemed to have occurred unless you give the Company written notice of the condition within ninety (90) days after the condition initially comes into existence and the Company fails to remedy the condition within thirty (30) days after receiving your written notice View More

Resignation For Good Reason. Executive's termination of his employment with the Bank after (without Executive's written consent) any of the following events occurring on or after the Commencement Date: (i) a material and adverse change in Executive's title, authority, reporting relationship(s), or responsibilities; (ii) a material reduction in Executive's base salary as in effect on the date of this Agreement; (iii) any assignment of duties that are materially inconsistent with and adverse to Executive's position or that... are materially and adversely inconsistent with Executive's position and duties described in this Agreement; (iv) a material breach of a material provision of this Agreement by the Bank; or (v) the relocation of Executive to any principal place of employment other than the Houston, Texas metropolitan area, provided, however, this subsection (iv) shall not apply in the case of business travel which requires Executive to relocate temporarily for periods of ninety (90) days or less. A termination by Executive shall not constitute Resignation for Good Reason unless (i) Executive shall first have delivered to the Bank written notice setting forth with specificity the occurrence deemed to give rise to a right to a Resignation for Good Reason (which notice must be given no later than ninety (90) days after the initial occurrence of such event) (the "Material Breach Notice"), (ii) the Bank has not corrected, rescinded or reversed, in all material respects, the circumstances giving rise to the Resignation for Good Reason (as identified by Executive in the Material Breach Notice) within thirty (30) days following its receipt of such Material Breach Notice, and (iii) Executive terminates employment within one hundred thirty (130) days after the initial occurrence of such occurrence supporting Resignation for Good Reason. For purposes of a Resignation for Good Reason, Executive's required Notice Period pursuant to Section 4(c) hereof shall be ten (10) days. View More

Resignation For Good Reason. A Separation as a result of your resignation within 3 months after one of the following conditions has come into existence without your consent: (a) A reduction in your base salary by more than 10% (other than a reduction in salary generally applicable to all employees with a similar compensation level or position); or (b) A change in your position with the Company that materially reduces your level of authority or responsibility; A Resignation for Good Reason will not be deemed to have... occurred unless (i) you give the Company written notice of the condition within 30 days after the condition comes into existence, (ii) the Company fails to remedy the condition within 30 days after receiving your written notice and (iii) your termination of employment occurs within six (6) months following the Company's receipt of such notice. View More

Resignation For Good Reason. A Participant’s resignation from all positions the Participant then holds with the Company, resulting in a Separation from Service, within ninety (90) days after the expiration of the cure period set forth below, provided the Participant has given the Board written notice of the occurrence of any of the following events taken without the Participant’s written consent within thirty (30) days after the first occurrence of such event and the Company has not cured such event, to the extent curable,... within thirty (30) days thereafter: (i) Relocation of the Participant’s principal place of employment to a place that increases the Participant’s one-way commute by more than thirty-five (35) miles as compared to the Participant’s then-current principal place of employment immediately prior to such relocation (excluding regular travel in the ordinary course of business); provided that if the Participant works remotely during any period in which such Participant’s regular principal office location is a Company office that is closed, then neither the Participant’s relocation to remote work or back to the office from remote work will be considered a relocation of such Participant’s principal office location for purposes of this definition; (ii) A material breach by the Company (or its successor company) of any material agreement between the Participant and the Company (or its successor or parent company); provided, however, that, except as otherwise provided in Section 2(t)(iii) below, a material diminution of the Participant’s authority, duties or responsibilities resulting from a change in the organizational structure of the Company shall not be considered a material breach for purposes of this clause; or(iii) Only with respect to a Change in Control Termination and only with respect to a Participant who is a member of the Company’s Executive Committee (including the Chief Executive Officer and President), a material diminution of the Participant’s authority, duties or responsibilities View More