Good Reason

Good Reason. Means Executive's resignation within thirty (30) days following the expiration of any Company cure period following the occurrence of one or more of the following, without the Executive's written consent: (i) the significant reduction of Executive's duties, authority, responsibilities, job title or reporting relationships relative to Executive's duties, authority, responsibilities, job title, or reporting relationships as in effect immediately prior to such reduction, or the assignment to... Executive of such reduced duties, authority, responsibilities, job title, or reporting relationships; provided, however, that a reduction in position or responsibilities solely by virtue of a Change in Control shall not constitute "Good Reason"; (ii) a reduction of more than five percent of Executive's Base Salary in any one year; (iii) a reduction by more than ten percent of Executive's total target annual cash compensation in any one year (which consists of Executive's Base Salary plus target bonus incentive compensation); (iii) the material change in the geographic location at which Executive must perform services (for these purposes, the relocation of Executive to a facility that is more than twenty-five (25) miles from Executive's current employment location will be considered material); (iv) the failure of the Company to obtain assumption of this Agreement by any successor; and (v) the breach by the Company of a material provision of this Agreement. For purposes of clause (i), Executive's duties, authority, responsibilities, job title and reporting relationships will be deemed to have been significantly reduced if Executive does not (a) hold at least the same title and position (including responsibility over at least the same functional areas as prior to the change of control) with the Company business or the business with which such business is operationally merged or subsumed (as, for example, where the Chief Financial Officer of the Company remains the Chief Financial Officer of the Company following a Change in Control where the Company becomes a wholly owned but separate operating subsidiary of the acquirer, but is not made the Chief Financial Officer of the acquiring corporation), or (b) remain a member of the executive officer management staff of the Company business or the business with such business is operationally merged or subsumed. Executive will not resign for Good Reason without first providing the Company with written notice within ninety (90) days of the event that Executive believes constitutes "Good Reason" specifically identifying the acts or omissions constituting the grounds for Good Reason and a reasonable cure period of not less than thirty (30) days following the date of such notice. View More

Good Reason. Good Reason as defined in the Management Stockholder's employment agreement with the Company or, if the Management Stockholder does not have an employment agreement with the Company, the occurrence of (i) a reduction by the relevant Company Entity in the Management Stockholder's annual base salary from such Management Stockholder's annual base salary then in effect, (ii) a forced relocation by the relevant Company Entity of the Management Stockholder's place of employment to a location greater... than twenty five (25) miles from his or her initial place of employment or, if the Management Stockholder's initial place of employment is in the Darien, Connecticut office of the Company, outside of Fairfield County, Connecticut or (iii) a material diminution by the relevant Company Entity in the Management Stockholder's principal duties and responsibilities; provided that a change or restructuring of the reporting structure of the Company or of the person to which the Management Stockholder directly reports or a change in the Management Stockholder's title shall not constitute a material diminution of the Management Stockholder's duties and responsibilities for purposes of clause (iii). View More

Good Reason. As used in this Agreement means the occurrence of any of the following without your consent: (A) a reduction in your annual base salary; (B) the assignment to you of a lower position in the organization in terms of your title, responsibility, authority or status unless agreed to in writing by you, or (C) the relocation of the Company to a location that is more than fifty (50) miles from the Company's current headquarters location in Westford, MA.

Good Reason. For purposes of this Agreement, "Good Reason" shall mean, without Employee's written consent: (i) there is a material reduction of the level of Employee's compensation (excluding any bonuses) (except where there is a general reduction applicable to the management team generally); (ii) there is a material reduction in Employee's overall responsibilities or authority, or scope of duties, it being understood that a reduction in Employee's responsibilities or authority following a Change in Control... shall not constitute Good Reason unless there also occurs a demotion in Employee's title or position; or (iii) a material change in the geographic location at which Employee must perform his services; provided, that in no instance will the relocation of Employee to a facility or a location of fifty (50) miles or less from Employee's then current office location be deemed material for purposes of this Agreement. In no instance will a resignation by Employee be deemed to be for Good Reason if it is made more than twenty four (24) months following the initial occurrence of any of the events that otherwise would constitute Good Reason hereunder. View More

Good Reason. With respect to a Participant, except as may otherwise be provided in a Participant's Employment Agreement (and in such case such Employment Agreement shall govern as to the definition of Good Reason), any one or more of the following: (1) a material diminution in Participant's base salary, except for reductions that are comparable to reductions generally applicable to similarly situated executives of the Company, (2) a material diminution in Participant's authority, duties, reporting or... responsibilities, or (3) a material change in the geographic location at which Participant must perform services to the Company, which shall be defined to be a relocation of Participant's principal workplace to a new location that is more than fifty miles away from Participant's workplace location as of the later of the Effective Date or the commencement of Participant's employment with the Company. A Participant must provide written notice to the Company describing the existence of any Good Reason condition(s) within thirty (30) days of the date of the initial existence of the condition(s) or else such Participant will be deemed to have waived any Good Reason with respect to such condition(s). Upon the Company's receipt of such written notice, the Company shall then have sixty (60) days during which it may cure or remedy the condition(s). If the Company does cure or remedy the condition(s) during such sixty (60) day period then Good Reason will be deemed to have not occurred with respect to such condition(s). If the Company does not cure or remedy the condition(s) during such sixty (60) day period then Good Reason will be deemed to exist for purposes of this Plan and Participant's employment with the Company shall be automatically terminated for Good Reason as of the day following the expiration of the sixty (60) day cure/remedy period. View More

Good Reason. Shall mean the occurrence of any of the following: (i) a material diminution in the Executive's title, duties or responsibilities, without his prior written consent, or (ii) a reduction of the Executive's aggregate cash compensation (including bonus opportunities), benefits or perquisites, without his prior written consent, (iii) the Company requires the Executive, without his prior written consent, to be based at any office or location that requires a relocation greater than 30 miles from... Cleveland, Ohio, or (iv) any material breach of this Agreement by the Company View More

Good Reason. Termination by Executive of Executive's employment with the Company based on any of the following events: (i) an adverse change or diminution in Executive's status, title, positions or responsibilities as Chairman of the Board, as applicable, or the assignment to Executive of any duties, reporting requirements or responsibilities which are inconsistent with such status, title or positions, or any removal of Executive from or any failure to reappoint or reelect Executive to such positions, in... each case except in connection with the termination of Executive's employment for Cause or Disability or as a result of Executive's death or by Executive other than for Good Reason; (ii) a reduction by the Company in the Base Salary; (iii) a failure by the Company to provide to Executive the compensation and benefits as provided in Section 4 or Section 5 of this Agreement; (iv) a failure by the Company to provide and credit Executive with the number of paid vacation days to which Executive is then entitled in accordance with the Company's normal vacation policy; (v) the Company's requiring Executive to be based more than 30 miles from where Executive's office is located as of the date of this Agreement except for required travel on the Company's business to an extent substantially consistent with the business travel obligations which Executive undertook as of the Effective Date; (vi) a failure by the Company to obtain from any Successor (as defined in Section 10 of this Agreement) the assent to this Agreement contemplated by Section 10; or (vii) a failure by the Company to pay Executive any portion of Executive's current compensation, to credit any deferred compensation plan account of Executive in accordance with Executive's previous election, or to pay Executive any portion of an installment of deferred compensation under any plan in which Executive participated, within seven days of the date such compensation is due. Notwithstanding any provision in this Agreement to the contrary, Executive may terminate his employment for Good Reason only if (1) within 90 days after the first occurrence of the circumstances giving rise to Good Reason, Executive gives written notice to the Company of Executive's belief that Good Reason exists and of his intention to terminate his employment for Good Reason, (2) within 30 days of such notice from Executive the circumstances giving rise to Good Reason are not fully corrected, and (3) such termination occurs no later than 180 days following the first occurrence of the circumstances giving rise to Good Reason. View More

Good Reason. Will have the same meaning as is set forth in the Employment Agreement.

Good Reason. (a) the assignment to you of duties materially and adversely inconsistent with your duties or responsibilities with the Company, (b) a reduction in your salary or a material reduction in bonus opportunities, or (c) relocation of your principal place of employment to a place more than thirty (30) miles from its current location, in each case without your written consent.

Good Reason. Means a resignation at Executive's initiative (but not a Termination for Cause, or due to death or Disability) following a Change in Control and the occurrence of any of the following triggering events, provided (A) such resignation occurs within 90 days after a triggering event and within the Change in Control Window, and (B) Executive first notifies the Board (via its chairman) in writing that he considers Good Reason to have occurred and gives the Bank at least 30 days to reverse or rectify... the change: (i) without his express written consent, Executive's responsibilities or authority are materially diminished from those in effect immediately prior to the Change in Control Window, including but not limited to a requirement that Executive report to a lower level officer than previously required (or, if not previously reporting to any officer, to an officer or to a non-public company board, rather than directly to the board of a publicly-traded company); (ii) without his express written consent, Executive is removed or not reelected to any office or board position at either the SY Bancorp or the Bank which he held immediately prior to the Change in Control Window, without simultaneous election to a board position at a similar level in a post-Change in Control affiliated group; (ii) a reduction by the Bank in Executive's base salary as in effect prior to the beginning of a Change in Control Window, other than via a salary reduction for Bank personnel generally of not more than 10%; (iii) the Bank's requiring Executive to work from an office anywhere other than within 25 miles of the Bank's office from which Executive works as of the beginning of a Change in Control Window, except for required travel on the Bank's business to an extent substantially consistent with prior business travel obligations or such obligations as are incident to a promotion; or (iv) the failure by the Bank to continue in effect (or ceasing Executive's participation in or reducing Executive's benefits from) any material fringe benefit, deferred benefit or compensation plan, pension plan, profit sharing plan, life insurance plan, major medical or hospitalization plan or disability plan or paid time off or vacation program in which Executive is participating when the Change in Control Window begins, without substituting plans providing the Executive with substantially similar or greater benefits in the aggregate. View More