Adverse Change

Adverse Change. Shall include and be limited to (A) a significant change in the nature or scope of the Employee's duties as set forth in the first sentence of Paragraph 2 hereof such that the Employee has been reduced to a position of materially lesser authority, status or responsibility (provided, however, for purposes of this Subparagraph, in circumstances not involving a Change in Control, so long as the Employee remains a senior officer (which shall mean and include any officer position that is... inconsistent with the Company above Employee's position as President of the position of vice president), an Adverse Change shall not be deemed to have occurred), Company, or the time required to be spent by the Employee 60 miles or more beyond the Company's geographic market area shall be increased without the Employee's consent by more than 20%, as compared to the average of the two (2) preceding years, (B) a material reduction in the Employee's base compensation, (C) failure to nominate the Employee for election as a member of the Board (D) any other material and willful breach by the Company of any other provision of this Agreement, or (D) (E) delivery by the Company of notice of its intention not to renew this Agreement; provided that Employee is willing and able to execute a new contract providing terms and conditions substantially similar to those in this Agreement and to continue providing services to the Company. However, none of the foregoing events or conditions shall constitute an Adverse Change unless: (x) the Employee provides the Company with written objection to the event or condition within 60 days following the occurrence thereof, (y) the Company does not reverse or otherwise cure the event or condition within 30 days of receiving that written objection, and (z) the Employee resigns his employment within 60 days following the expiration of the 30-day cure period. If the Employee's termination occurs after such time, the termination shall be treated as a termination other than for Adverse Change and the Employee shall not be entitled to severance benefits under this Agreement. View More

Adverse Change. Shall include and be limited to (A) a significant change in the nature or scope of the Employee's duties as set forth in the first sentence of Paragraph 2 hereof such that the Employee has been reduced to a position of materially lesser authority, status or responsibility (provided, however, for purposes of this Subparagraph, in circumstances not involving a Change in Control, so long as the Employee remains a senior officer (which shall mean and include any officer position with the Company Bank above the position of vice president), an Adverse Change shall not be deemed to have occurred), or the time required to be spent by the Employee 60 miles or more beyond the Company's Bank's geographic market area shall be increased without the Employee's consent by more than 20%, as compared to the average of the two (2) preceding years, (B) a material reduction in the Employee's base compensation, or (C) any other material and willful breach by the Company Bank of any other provision of this Agreement, or (D) delivery by the Company of notice of its intention not to renew this Agreement; provided that Employee is willing and able to execute a new contract providing terms and conditions substantially similar to those in this Agreement and to continue providing services to the Company. Agreement. However, none of the foregoing events or conditions shall constitute an Adverse Change unless: (x) the Employee provides the Company Bank with written objection to the event or condition within 60 days following the occurrence thereof, (y) the Company Bank does not reverse or otherwise cure the event or condition within 30 days of receiving that written objection, and (z) the Employee resigns his employment within 60 days following the expiration of the 30-day cure period. If the Employee's termination occurs after such time, the termination shall be treated as a termination other than for Adverse Change and the Employee shall not be entitled to severance benefits under this Agreement. View More

Adverse Change. Shall include and be limited to (A) a significant change in the nature or scope of the Employee's duties as set forth in the first sentence of Paragraph paragraph 2 hereof such that the Employee has been reduced to a position of materially lesser authority, status or responsibility (provided, however, for purposes of this Subparagraph, subparagraph, in circumstances not involving a Change in Control, so long as the Employee remains a senior officer (which shall mean and include any officer... position with the Company Bank above the position of vice president), an Adverse Change shall not be deemed to have occurred), or the time required to be spent by the Employee 60 miles or more beyond the Company's Bank's geographic market area shall be increased without the Employee's consent by more than 20%, twenty percent (20%), as compared to the average of the two (2) preceding years, (B) a material reduction in the Employee's base compensation, (C) any other material and willful breach by the Company Bank of any other provision of this Agreement, or (D) delivery by the Company Bank of notice of its intention not to renew this Agreement; provided that Employee is willing and able to execute a new contract providing terms and conditions substantially similar to those in this Agreement and to continue providing services to the Company. Bank, (E) the Employee's resignation for any reason or no reason within the 90-day period following a Change in Control, or (F) the requirement that the Employee is asked to relocate his principal business location 45 miles or more from the Employee's primary residence as of the date of this Agreement or an additional 10 miles from the Employee's primary residence as of the date of this Agreement in the event the Employee's one-way driving commute to his principal business location as of the date of this Agreement is in excess of 45 miles. However, except with respect to clause (E) above, none of the foregoing events or conditions shall constitute an Adverse Change unless: (x) the Employee provides the Company Bank with written objection to the event or condition within 60 days following the occurrence thereof, (y) the Company Bank does not reverse or otherwise cure the event or condition within 30 days of receiving that written objection, and (z) the Employee resigns his employment within 60 days following the expiration of the 30-day that cure period. If the Employee's termination occurs after such time, the termination shall be treated as a termination other than for Adverse Change and the Employee shall not be entitled to severance benefits under this Agreement. View More