Good Reason

Good Reason. The occurrence of any of the following without Executive's prior written consent: (a) a material reduction in Executive's base salary paid or payable by the Company and/or any of its subsidiaries; or (b) a material reduction in the Target Bonus of Executive; (c) a material diminution in Executive's authority, duties, responsibilities, or reporting relationship in connection with Executive's employment with the Company; (d) the relocation of Executive's principal work location in connection with... his employment by the Company to a facility or location more than thirty-five (35) miles from Executive's present principal work location; or (e) the Company has materially breached this Agreement, including without limitation a failure to comply with the assignment to successor requirement in Section 8. View More

Good Reason. Means that Executive has complied with the Good Reason Process (hereinafter defined) following the occurrence of any of the following "Good Reason Conditions": (i) a material reduction in the Executive's duties or responsibilities; (ii) a material reduction in the Executive's Base Salary or target annual cash incentive compensation opportunity, except for across-the-board reductions similarly affecting all or substantially all senior management employees of the Company or (iii) the Company... relocating the Executive's workplace to a location greater than fifty (50) miles from the Executive's workplace immediately prior to such relocation. View More

Good Reason. The meaning given in a Participant's employment, retention, change of control, severance, Award agreement or similar agreement with the Company or any Affiliate, or if no such agreement is in effect or does not include a definition of "Good Reason," then the occurrence of any of the following events, without the Participant's advance written consent: (i) a material reduction in the Participant's base salary or cash bonus opportunity; (ii) a material adverse change in the Participant's duties,... responsibilities, authority, title, status or reporting structure; or (iii) a geographical relocation of the Participant's principal office location by more than fifty (50) miles that increases the distance of the Participant's commute. A Participant's Termination shall not be considered to have occurred for "Good Reason" unless (A) within ninety (90) days following the occurrence of one of the events listed above the Participant provides written notice to the Company setting forth the specific event constituting Good Reason, (B) the Company fails to remedy the event constituting Good Reason within thirty (30) days following its receipt of the Participant's notice, and (C) the Participant actually terminates his or her employment with the Company and its Affiliates within thirty (30) days following the end of the Company's remedy period. View More

Good Reason. Executive's termination of Executive's employment with the Company within thirty (30) days following the end of the Company's Cure Period (as defined below) as a result of the occurrence of any of the following without Executive's written consent: (a) a material reduction in Executive's duties or responsibilities that is inconsistent with Executive's position, provided that a mere change of title alone shall not constitute such a material reduction; (b) the requirement that Executive change... Executive's principal office to a facility that increases Executive's commute by more than forty (40) miles from Executive's commute to the location at which Executive was employed prior to such change; or (c) a material reduction in Executive's base salary or a material reduction in Executive's employee benefits (e.g., medical, dental, insurance, short- and long-term disability insurance and 401(k) retirement plan benefits, collectively (the "Employee Benefits") to which Executive is entitled immediately prior to such reduction (other than (x) in connection with a general decrease in the annual base salary or Employee Benefits of all similarly situated employees, and (y) following the Change in Control, to the extent necessary to make Executive's annual base salary or Employee Benefits commensurate with those of other employees of the Company or its successor entity or parent entity who are similarly situated with Executive following such Change in Control); provided, however, that Executive must provide written notice to the Board of the condition that could constitute a "Good Reason" event within ninety (90) days following the initial existence of such condition and such condition must not have been remedied by the Company within thirty (30) days (the "Cure Period") of such written notice. To the extent Executive's primary work location is not the Company's corporate offices due to a shelter‐in‐place order, quarantine order, or similar work‐from‐home requirement that applies to Executive, Executive's primary office location, from which a change in location under the foregoing clause (b) will be measured, will be considered the Company's office location where Executive's employment with the Company primarily was based immediately prior to the commencement of such shelter-in-place order, quarantine order, or similar work-from-home requirement View More

Good Reason. With respect to any Participant, have the meaning specified in the Award Agreement. In the absence of any definition in the Award Agreement, Good Reason shall have the equivalent meaning or the same meaning as good reason, Adverse Change in Control Effect, or for good reason, as applicable, set forth in any employment, consulting or other agreement for the performance of services between the Participant and the Company or a Related Entity or any severance agreement or plan covering the... Participant. In the absence of any such agreement or plan or any such definition in such agreement or plan, such term shall mean the uncured occurrence of any of the following events without the Participant's written consent: (i) the Company in any material respect reduces the Participant's duties, authority, or base compensation, or (ii) the Participant is required to relocate more than fifty (50) miles from the Participant's then current geographic location at which the Participant performs services for the Company or a Related Entity. For purposes of this Plan, Good Reason shall be deemed to exist only if the Company or a Related Entity does not cure the circumstances giving rise to the Good Reason within sixty (60) days from the date the Participant delivers a written notice describing the circumstances giving rise to the Good Reason. Such notice must be received by the Company or its successor within thirty (30) days of the date on which the Participant becomes aware of the occurrence of such condition. View More

Good Reason. Means that one or more of the following are undertaken by the Company (or successor to the Company, if applicable) without a Participant's express written consent: (i) a material reduction in a Participant's annual base salary; provided, however, that Good Reason will not be deemed to have occurred in the event of a reduction in a Participant's annual base salary that is pursuant to a salary reduction program affecting substantially all of the employees of the Company and that does not... adversely affect a Participant to a greater extent than other similarly situated employees; (ii) a material reduction in a Participant's authority, duties or responsibilities; provided, however, that a change in job position (including a change in title) shall not be deemed a material reduction in and of itself unless a Participant's new duties are materially reduced from the prior duties; (iii) a relocation of a Participant's principal place of employment with the Company (or successor to the Company, if applicable) to a place that increases a Participant's one-way commute by more than seventy-five (75) miles as compared to a Participant's then-current principal place of employment immediately prior to such relocation, except for required travel by a Participant on the Company's business to an extent substantially consistent with a Participant's business travel obligations prior to the effective date of the Change in Control; or (iv) a material breach by the Company of any provision of the Plan or the Stock Award Agreement or any other material agreement between a Participant and the Company concerning the terms and conditions of a Participant's employment or service with the Company. View More

Good Reason. A termination by Officer following a Change in Control if, without Officer's express written consent, any of the following occurs: (1) failure to appoint or reappoint Officer to the position and title that the Officer maintained immediately prior to a Change in Control; (2) a material change in Officer's authority, duties or responsibilities to become one of lesser authority, duty or responsibilities then the position Officer held immediately prior a Change in Control; or (3) a material... reduction in Officer's base salary and benefits. provided, however, that prior to any termination of employment for Good Reason, Officer must first provide written notice to the Bank (or its successor) within sixty (60) days following the initial existence of the condition, describing the existence of such condition, and the Bank shall thereafter have the right to remedy the condition within thirty (30) days of the date the Bank received the written notice from Officer. If the Bank remedies the condition within such thirty (30) day cure period, then no Good Reason shall be deemed to exist with respect to such condition. If the Bank does not remedy the condition within such thirty (30) day cure period, then Officer may deliver a Notice of Termination for Good Reason at any time within sixty (60) days following the expiration of such cure period. View More

Good Reason. (i) the assignment to the Participant of any duties inconsistent in any respect with the Participant's position (including status, offices, titles and reporting requirements), authority, duties or responsibilities, or any other action by the Company which results in a diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of... notice thereof given by the Participant; (ii) any failure by the Company to comply with any of the compensation-related provisions of any employment agreement to which the Participant is a party, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Participant; provided however, that in order to effect resignation for Good Reason all of the following must occur: (x) Participant must provide the Company with written notice within the sixty-day period following the event(s) giving rise to Participant's intent to voluntarily resign his employment for Good Reason (y) such event is not remedied by within thirty (30) days following the Company's receipt of such written notice; and (z) Participant's resignation is effective not later than thirty (30) days after the expiration of such thirty (30) day cure period. View More

Good Reason. (i) a material diminution in Employee's base salary, except for reductions that are in proportion to any salary reduction program approved by the Board that affects a majority of the senior Employees of the Company; (ii) a requirement that Employee report to a corporate officer or employee that is not a corporate officer or employee of the Company as of the date of this Agreement, instead of reporting directly to the Board; (iii) a material change in the geographic location at which Employee... must perform his services of not less than fifty (50) miles from the Company's primary place of business immediately prior to such relocation; or (iv) any other action or inaction that constitutes a material breach by the Company of this Agreement in each case which is not cured by the Company within thirty (30) days following the Company's receipt of written notice from Employee, which must be given by Employee within ninety (90) days of the event alleged to constitute Good Reason. For termination to constitute resignation for Good Reason, Employee must resign within 30 days following expiration of such cure period. View More

Good Reason. Has the meaning set forth in the Executive Severance Plan; provided, that, you are eligible to participate in the Executive Severance Plan.