Good Reason

Good Reason. A termination of employment initiated by Executive upon one or more of the following occurrences after the Commencement Date: (i) a significant adverse change or diminution in Executive's authority, title, duties, responsibilities or reporting lines, or the assignment to the Executive of any duties or responsibilities which are inconsistent with such role or position(s) (including status, offices, titles, public company status and reporting requirements), or any removal of the Executive from,... or any failure to reappoint or reelect the Executive to, such position(s), excluding for this purpose an isolated, insubstantial, inadvertent and immaterial action not taken in bad faith and that is remedied promptly after receipt of notice thereof given by the Executive; (ii) relocation of Executive's principal place of employment, to a location that is more than fifty (50) miles from the location on the Commencement Date; or (iii) a reduction of more than ten percent (10%) material decrease in Base Salary or the target annual bonus; or (iv) the failure to continue to provide the Executive with employee benefits substantially similar to those enjoyed by the Executive under any pension, life insurance, medical, health, accident and disability plans, or any retirement plan for which the Executive is eligible as of the Commencement Date bonus. Executive must provide written notice of termination for Good Reason to the Company within sixty (60) days after the event constituting Good Reason. The Company shall have a period of thirty (30) days in which it may correct the act or failure to act that constitutes the grounds for Good Reason as set forth in Executive's notice of termination. If the Company does not correct the act or failure to act, Executive must terminate his employment for Good Reason within thirty (30) days after the end of the cure period, in order for the termination to be considered a Good Reason termination. View More

Good Reason. A termination of employment initiated by Executive upon one or more of the following occurrences after the Commencement Date: (i) a significant adverse change or diminution in Executive's authority, title, duties, responsibilities or reporting lines, or the assignment to the Executive of any duties or responsibilities which are inconsistent with such role or position(s) (including status, offices, titles, public company status and reporting requirements), or any removal of the Executive from,... or any failure to reappoint or reelect the Executive to, such position(s), excluding for this purpose an isolated, insubstantial, inadvertent and immaterial action not taken in bad faith and that is remedied promptly after receipt of notice thereof given by the Executive; (ii) relocation of Executive's principal place of employment, to a location that is more than fifty (50) miles from the location on the Commencement Date; or (iii) a reduction of more than ten percent (10%) material decrease in Base Salary or the target annual bonus; or (iv) the failure to continue to provide the Executive with employee benefits substantially similar to those enjoyed by the Executive under any pension, life insurance, medical, health, accident and disability plans, or any retirement plan for which the Executive is eligible as of the Commencement Date bonus. Executive must provide written notice of termination for Good Reason to the Company within sixty (60) days after the event constituting Good Reason. The Company shall have a period of thirty (30) days in which it may correct the act or failure to act that constitutes the grounds for Good Reason as set forth in Executive's notice of termination. If the Company does not correct the act or failure to act, Executive must terminate his or her employment for Good Reason within thirty (30) days after the end of the cure period, in order for the termination to be considered a Good Reason termination. View More

Good Reason. Shall mean any of the following: (A) the failure to re- elect re-elect the Executive as Executive Chairman and as Chairman of the Board of Directors of the Company or the Bank with full voting rights, (B) assignment of duties inconsistent with the Executive's position, authority, duties or responsibilities, or any other action by the Bank which results in a substantial diminution of such position, authority, duties or responsibilities, or (C) any substantial failure by the Bank to comply with... any of the provisions of this Agreement; provided, however, that actions taken by the Board of Directors of the Bank under subparagraphs (A) and (B) by reason of the Executive's inability to perform the responsibilities contemplated by those sections because of a physical or mental injury or disease shall not be deemed "Good Reason." Expiration In addition, resignation by the Executive for any reason during the one (1)-year period immediately after a Change of the Term of this Agreement (or failure Control shall be deemed to enter into be a Renewal Term) shall not constitute resignation for Good Reason. View More

Good Reason. Shall mean any of the following: (A) the failure to re- elect re-elect the Executive as Executive Chairman and Chief Executive Officer and as Chairman a member of the Board of Directors of the Company or the Bank with full voting rights, (B) assignment of duties inconsistent with the Executive's position, authority, duties or responsibilities, or any other action by the Bank which results in a substantial diminution of such position, authority, duties or responsibilities, or (C) any substantial... failure by the Bank to comply with any of the provisions of this Agreement; Agreement or (D) the Bank's giving notice to the Executive to stop further operation of the evergreen feature described in Paragraph 1 above; provided, however, that actions taken by the Board of Directors of the Bank under subparagraphs (A) and (B) by reason of the Executive's inability to perform the responsibilities contemplated by those sections because of a physical or mental injury or disease shall not be deemed "Good Reason." Expiration In addition, resignation by the Executive for any reason during the one (1)-year period immediately after a Change of the Term of this Agreement (or failure Control shall be deemed to enter into be a Renewal Term) shall not constitute resignation for Good Reason. View More

Good Reason. For purposes of this Agreement, Executive shall have "Good Reason" 'Good Reason' for resignation from employment with the Company if any of the following actions are taken by the Company without Executive's prior written consent: (a) prior to a Change of Control, any change in reporting to any person other than the Chief Executive Officer or the Board, (b) any material and adverse change to Executive's position, authority, responsibilities, or job location in effect under this Agreement; (b)... any Agreement;(c)any material reduction in base salary Base Salary or bonus Annual Bonus opportunity as provided under this Agreement; (c) an Agreement;(d)an assignment to Executive of any duties materially inconsistent with Executive's status as Chief Executive Medical Officer; or (d) (e) any failure to secure the agreement of any successor entity to fully assume the Company's obligations under this Agreement. In order to resign for Good Reason, Executive must provide written notice to the Board within 60 days after the first occurrence of the event giving rise to Good Reason setting forth the basis for Executive's resignation, allow the Company at least 30 days from receipt of such written notice to cure such event, and if such event is not reasonably cured within such period, Executive must resign from all positions Executive then holds with the Company not later than 90 days after the expiration of the cure period. View More

Good Reason. For purposes of this Agreement, Executive shall have "Good Reason" 'Good Reason' for resignation from employment with the Company if any of the following actions are taken by the Company without Executive's prior written consent: (a) any material and adverse change to Executive's position, authority, responsibilities, authority or job location responsibilities in effect under this Agreement; (b) any material reduction in base salary incentives, health benefits, bonuses or bonus opportunity as other compensation plans, practices, policies or programs provided to Executive in the aggregate under this Agreement; (c) an assignment to Executive of any duties materially inconsistent with Executive's status as Chief Executive Officer; [Title]; or (d) any failure to secure the agreement of any successor entity to fully assume the Company's obligations under this Agreement. In order to resign for Good Reason, Executive must provide written notice to the Board Company's CEO within 60 30 days after the first occurrence of the event giving rise to Good Reason setting forth the basis for Executive's resignation, allow the Company at least 30 days from receipt of such written notice to cure such event, and if such event is not reasonably cured within such period, Executive must resign from all positions Executive then holds with the Company not later than 90 days after the expiration of the cure period. View More

Good Reason. Means the The occurrence of any of the following without Employee's written consent: (1) a material adverse change in Employee's title, duties or responsibilities in a manner that is materially inconsistent with the position he holds; (2) a material reduction in Employee's Base Salary; and Salary, target Annual Bonus opportunity or target annual equity compensation; (3) a material breach by the Company of its obligations, covenants or agreements under this Agreement. Agreement; and (4) a... requirement that Employee relocate his principal business office or principal residence outside of the Chicago metropolitan area. The Company and Employee agree that Good Reason "Good Reason" shall not exist unless and until Employee provides the Company with written notice of the acts alleged to constitute Good Reason within thirty (30) days of Employee's knowledge of the occurrence of such event, and the Company fails to cure such acts within thirty (30) days of receipt of such notice, if curable. Employee must terminate his employment within thirty (30) days following the expiration of such cure period for the termination to be on account of Good Reason. View More

Good Reason. Means the The occurrence of any of the following without Employee's written consent: (1) a material adverse change in Employee's title, duties or responsibilities in a manner that is materially inconsistent with the position he holds; (2) a material reduction in Employee's Base Salary; and Salary, target Annual Bonus opportunity or target annual equity compensation; (3) a material breach by the Company of its obligations, covenants or agreements under this Agreement. Agreement; and (4) a... requirement that Employee relocate his principal business office or principal residence outside of the Chicago metropolitan area. The Company and Employee agree that Good Reason shall not exist unless and until Employee provides the Company with written notice of the acts alleged to constitute Good Reason within thirty (30) days of Employee's knowledge of the occurrence of such event, and the Company fails to cure such acts within thirty (30) days of receipt of such notice, if curable. Employee must terminate his employment within thirty (30) days following the expiration of such cure period for the termination to be on account of Good Reason. Reason View More

Good Reason. (i) Requiring Awardee Optionee to be based at any office or location more than 50 miles from Awardee's Optionee's office or location as of the date of the Change of Control; (ii) The assignment to Awardee Optionee of any duties inconsistent in any respect with Awardee's Optionee's position (including status, offices, titles and reporting requirements), authority, duties or responsibilities as of the date of the Change of Control or any action by the Company or any of its subsidiaries which... results in a diminution in such position, authority, duties or responsibilities, excluding for this purpose an action taken by the Company or one of its subsidiaries, to which Optionee objects in writing by notice to the Company within 10 business days after Optionee receives actual notice of such action, which is remedied by the Company or one of its subsidiaries promptly but in any event no later than 5 business days after Optionee provided such notice; or (iii) The reduction in Awardee's Optionee's total compensation and benefits below the level in effect as of the date of the Change of Control. View More

Good Reason. (i) Requiring Awardee to be based at any office or location more than 50 miles from Awardee's office or location as of the date of the Change of Control; (ii) The assignment to Awardee of any duties inconsistent in any respect with Awardee's position (including status, offices, titles and reporting requirements), authority, duties or responsibilities as of the date of the Change of Control or any action by the Company or any of its subsidiaries which results in a diminution in such position,... authority, duties or responsibilities, excluding for this purpose an action taken by the Company or one of its subsidiaries, to which Optionee objects in writing by notice to the Company within 10 business days after Optionee receives actual notice of such action, which is remedied by the Company or one of its subsidiaries promptly but in any event no later than 5 business days after Optionee provided such notice; responsibilities; or (iii) The reduction in Awardee's total compensation and benefits below the level in effect as of the date of the Change of Control. View More

Good Reason. Means, without the Executive's consent, (a) a material reduction in the Executive's level of responsibility and/or scope of authority, (b) a material reduction in base salary (other than a reduction generally applicable to executive officers of the Company and in generally the same proportion as for the optionee or purchaser), or (c) relocation of the Executive's principal workplace by more than 35 miles. For the purpose of clause (a) upon or after a Change in Control, a change in... responsibility shall not be deemed to occur 1) solely because Executive is part of a larger organization, or 2) solely because of a change in title. In addition, upon any such voluntary termination for Good Reason the Executive must provide written notice to the Company of the existence of the one or more of the above conditions within 60 days of its initial existence, the Company must be provided written or e-mailed notice with 30 days to remedy the condition and the resignation must be effective no later than 31 days following the provision of such written or e-mailed notice to the Company. View More

Good Reason. Means, without the Executive's consent, (a) a material reduction in the Executive's level of responsibility and/or scope of authority, (b) a material reduction in base salary (other than a reduction generally applicable to executive officers of the Company and in generally the same proportion as for the optionee or purchaser), or (c) relocation of the Executive's principal workplace by more than 35 miles. For the purpose of clause (a) upon or after a Change in Control, a change in... responsibility shall not be deemed to occur 1) solely because Executive is part of a larger organization, or 2) solely because of a change in title. In addition, upon any such voluntary termination for Good Reason the Executive must provide written notice to the Company of the existence of the one or more of the above conditions within 60 days of its initial existence, the Company must be provided written or e-mailed notice with 30 days to remedy the condition and the resignation must be effective no later than 31 days following the provision of such written or e-mailed notice to the Company. View More

Good Reason. Means, without the Executive's consent, (a) a material reduction in the Executive's level of responsibility and/or scope of authority, (b) a material reduction in base salary (other than a reduction generally applicable to executive officers of the Company and in generally the same proportion as for the optionee or purchaser), or (c) relocation of the Executive's principal workplace by more than 35 miles. For the purpose of clause (a) upon or after a Change in Control, a change in... responsibility shall not be deemed to occur 1) solely because Executive is part of a larger organization, or 2) solely because of a change in title. In addition, upon any such voluntary termination for Good Reason the Executive must provide written notice to the Company of the existence of the one or more of the above conditions within 60 days of its initial existence, the Company must be provided written or e-mailed notice with 30 days to remedy the condition and the resignation must be effective no later than 31 days following the provision of such written or e-mailed notice to the Company. View More

Good Reason. Means the Grantee's termination of his or her employment as a result of (i) any material diminution in the Grantee's authority, duties or responsibilities or responsibilities, (ii) a relocation of the Grantee's principal office to a location that is in excess of fifty (50) miles from its location as of the Date of Grant. Grant or (iii) any material decrease in the amount of the Grantee's base salary rate in effect for the Grantee from time to time. Notwithstanding the foregoing, no termination... of employment by the Grantee shall constitute a termination for 'Good Reason' unless (A) the Grantee gives the Company or any Subsidiary employing the Grantee notice of the existence of an event described in clause (i) (i), (ii) or (ii) (iii) above within sixty (60) days following the occurrence thereof, (B) the Company or any Subsidiary employing the Grantee does not remedy such event within thirty (30) days of receiving the notice described in the preceding clause (A), and (C) the Grantee terminates employment within five (5) days of the end of the cure period specified in clause (B), above. View More

Good Reason. Shall mean, without the Executive's written consent: (a) a material diminution in the Executive's duties or responsibilities; (b) the Company requires the Executive, without his consent, to be based at a location which is more than 50 miles from the Executive's principal work location as of the date of the request; or (c) the Executive's base salary is reduced by greater than 15%. 15%; or (d) the Executive experiences in any year a reduction in the target ratio of the Executive's annual... short-term incentive compensation, bonus or other such payments to base compensation greater than 15%, or a change in the method of calculation of the Executive's annual short-term incentive compensation, bonus or other such payments that results in a reduction of the Executive's target annual short-term incentive compensation, bonus or other such payments to base compensation greater than 15%, unless such reductions are due to an increase in base compensation. Notwithstanding the above, any reduction in base salary, annual short-term incentive compensation, bonus or other such payments that affects substantially all U.S. employees, shall not constitute Good Reason. In addition, the Executive agrees that a termination of employment shall not be deemed to be for Good Reason unless (i) the Executive gives the Company written notice describing the event or events which are the basis for such termination within 45 days after the event or events occur, (ii) such grounds for termination (if susceptible to correction) are not corrected by the Company within 45 days of the Company's receipt of such notice, and (iii) the Executive terminates employment no later than 30 days after the expiration of the cure period described in clause (ii) of this paragraph. View More

Good Reason. Means the occurrence of one or more of the following conditions arising without the Employee's voluntary consent: (i) any requirement that the Employee relocate to a worksite that would increase the Employee's one-way commuting distance by more than twenty-five (25) miles, provided that the Employee gives notice to the Company within ninety (90) days of the relocation and the increase in commuting distance is not cured within thirty (30) days of such notice; (ii) the Company's material breach... of any provision of this Agreement with the Employee, provided that the Employee gives notice to the Company within ninety (90) days of the initial occurrence of the breach and it is not cured within thirty (30) days of such notice; or (iii) the material diminution of Employee's roles, responsibilities, responsibilities or scope of authority, or level authority in the overall management structure or hierarchy of the Company and/or the entity resulting from a Change in Control, provided that the Employee gives notice to the Company within ninety (90) days of the initial occurrence of the material diminution, change in roles and responsibilities and it is not cured within thirty (30) days of such notice. For avoidance of doubt, a "material breach of any provision of this Agreement" under clause (ii) above includes, without limitation, the Company's failure to pay or provide salary, bonus or any other form of compensation referenced in Section 3 that is not corrected by the Company within thirty (30) days after receiving notice from the Employee, provided such notice is provided by the Employee within ninety (90) days of the initial occurrence of the breach. This definition of "Good Reason" shall be interpreted consistent with the definition of an "involuntary separation from service" under Section 1.409A-1 (n) of the Treasury Regulations. For greater clarity, it shall not constitute Good Reason that a Change in Control results in Employee's working for a subsidiary or operating division of a larger organization, provided that Employe e's roles, responsibilities and scope of authority within that subsidiary or operating division are comparable to Employee's roles, responsibilities and scope of authority with the Company prior to the Change in Control. This definition of "Good Reason" shall be interpreted consistent with the definition of an "involuntary separation from service" under Section 1.409A-1 (n) of the Treasury Regulations. View More

Good Reason. (i) a reduction by the Company of Executive's Base Salary, (ii) the Company's breach of Section 3 hereof, or (iii) the relocation of Executive to a facility or location more than fifty (50) miles from Executive's then present location, each without Executive's express written consent; provided that it shall only be deemed "Good Reason" Good Reason pursuant to clause (ii) if the Company is given written notice describing the basis of breach and fails to cure within thirty (30) days days.