Good Reason

Good Reason. For an Eligible Employee, the occurrence of any of the following events, unless the Eligible Employee has consented thereto: (i)a material reduction in the Eligible Employee's (1) annual base salary or (2) target annual cash incentive compensation opportunity and target annual equity incentive compensation opportunity, in the aggregate; (ii)a material diminution in the Eligible Employee's duties and responsibilities (other than temporarily while the Eligible Employee is physically or mentally... incapacitated or as required by applicable law); (iii)a material adverse change in the Eligible Employee's reporting relationships; or (iv)a relocation of an Eligible Employee's primary work location that results in an increase to the Eligible Employee's one-way commute by 30 miles or more; provided, that an Eligible Employee shall not be deemed to terminate employment for Good Reason unless (I) within ninety (90) days after the initial occurrence of the event triggering Good Reason, the Eligible Employee delivers written notice to the Company of his or her intention to terminate his or her employment for Good Reason which specifies in reasonable detail the circumstances claimed to give rise to the Eligible Employee's right to terminate employment for Good Reason, (II) the Company fails to cure or correct such conduct or condition within thirty (30) days following receipt of such notice, and (III) the Eligible Employee's Date of Termination occurs within ninety (90) days after the end of the cure period described in clause (II). View More

Good Reason. Means the existence of one or more of the following conditions without your written consent, so long as you provided written notice to the Company of the existence of the condition not later than 90 days after the initial existence of the condition, the condition has not been remedied by the Company within 30 days after its receipt of such notice and you terminate your Service no later than 130 days after the condition's initial occurrence: (i) a material reduction in your base salary other... than in connection with a general reduction affecting a group of employees; (ii) a relocation of your primary work location by more than 100 miles; or (iii) any material reduction in your authority, duties or responsibilities. View More

Good Reason. Shall have the same definition as under any employment agreement between the Company or any Affiliate and the Grantee or, if no such employment agreement exists or if such employment agreement does not contain any such definition or words of similar import, "Good Reason" shall mean, except as otherwise provided in an Award Document, the termination of employment by the Grantee following the occurrence, without the Grantee's written consent, after a Change of Control of: (i) a material reduction... in the Grantee's base salary or wage rate or target incentive opportunity; or (ii) the relocation of the Grantee's principal place of employment to a location more than fifty miles from the Grantee's principal place of employment as of immediately prior to the Change of Control; provided, however, that the foregoing events shall constitute Good Reason only if the Grantee provides the Company with written objection to the event within thirty days following the occurrence thereof, the Company does not reverse or otherwise cure the event within thirty days of receiving that written objection and the Grantee resigns the Grantee's employment within twenty days following the expiration of the Company's thirty-day cure period. View More

Good Reason. (i) A material reduction in Employee's base salary or cash incentive bonus opportunity; (ii) A material reduction in Employee's duties, responsibilities or authority; (iii) A requirement to relocate, except for office relocations that would not increase Employee's one-way commuting distance by more than thirty-five (35) miles; or (iv) A material violation by the Company of a material term of any agreement between Employee and the Company.

Good Reason. Means the occurrence (without the Executive's consent) of any one or more of the following conditions: (i) a material reduction in the Executive's responsibilities resulting in material diminution of his or her position; (ii) a material diminution in the value of Executive's aggregate annual compensation opportunity, provided that the establishment or periodic amendment of applicable performance objectives or requirements as set by the Board of Directors in its sole discretion shall not be... considered to have any impact on the value of the Executive's compensation opportunity; or (iii) a material breach by the Company of any agreement with the Company to which the Executive is a party; provided, however, that any such condition or conditions, as applicable, shall not constitute Good Reason unless both (x) the Executive provides written notice to the Company of the condition(s) claimed to constitute Good Reason within sixty (60) days of the initial existence of such condition(s) (such notice to be delivered in accordance with Section 7), and (y) the Company fails to remedy such condition(s) within thirty (30) days of receiving such written notice thereof; and provided, further, that in all events the termination of the Executive's employment with the Company shall not constitute a termination for Good Reason unless such termination occurs not more than one hundred twenty (120) days following the initial existence of the condition(s) claimed to constitute Good Reason. View More

Good Reason. For purposes of this Agreement, "Good Reason" shall exist upon the occurrence of any of the following without Officer's express written consent: (i) the failure to elect or reelect or to appoint or reappoint Officer to the Officer Position; (ii) a material change in Officer's functions, duties, or responsibilities with the Bank, which change would cause Officer's position to become one of lesser responsibility, importance, or scope from the Officer Position and attributes thereof associated... with the Officer Position; (iii) a relocation of Officer's principal place of employment by more than (30) miles from the main office of the Bank; (iv) a material reduction in the benefits and perquisites of Officer from those being provided as of the Effective Date, other than a reduction to Base Salary or a reduction in benefits that is part of a Bank-wide reduction in pay or benefits; (v) a liquidation or dissolution of the Company or the Bank, other than a liquidation or dissolution which does not affect the status of Officer; or (vi) a material breach of this Agreement by the Bank. Upon the occurrence of any event described in clauses (c)(i), (ii), (iii), (iv), (v) or (vi), above following a Change in Control, Officer shall have the right to elect to terminate her employment under this Agreement by resignation upon not less than thirty (30) days prior written notice of termination given within ninety (90) days after the event giving rise to said right to elect. Notwithstanding the preceding sentence, Officer, after giving due notice within the prescribed time frame of an initial event specified above, shall not waive any of her rights under this Agreement by virtue of the fact that Officer has submitted her resignation but has remained in the employment of the Bank, provided Officer is engaged in good faith discussions to resolve the occurrence of any event described in clauses (c)(i), (ii), (ii), (iv), (v) or (vi) above. During said thirty (30) day period, the Bank shall have the right to cure the Good Reason, and in the event that the Bank cures said Good Reason, the Executive shall no longer have the right to terminate and receive a payment hereunder. View More

Good Reason. Shall mean "Good Reason" as defined in the severance plan or policy of the Company in which the Participant participates on the Grant Date, as such definition is applicable to the Participant based on the level at which the Participant participates thereunder on the Grant Date, or, if "Good Reason" is not defined in the severance plan or policy of the Company in which the Participant participates on the Grant Date, then "Good Reason" shall mean the occurrence of any one or more of the following... events without the Participant's prior written consent: (i) a reduction of the Participant's base salary by greater than 10% as compared to the base salary amount immediately prior to such reduction, other than in connection with a general or across-the-board reduction of the base salaries of similarly situated employees; (ii) a material diminution of the Participant's authority, duties or responsibilities; or (iii) a change in the Participant's principal place of work to a location greater than 50 miles from the Participant's principal place of work immediately prior to such a change; provided, that such change in location also materially increases the distance of Participant's commute. Notwithstanding the foregoing, the Participant shall not have Good Reason for termination unless the Company receives, from the Participant, written notice of termination for Good Reason within sixty (60) days after the event giving rise to Good Reason occurs, specifying in reasonable detail the event(s) alleged to constitute Good Reason, and the Company does not correct such event(s) within thirty (30) days after the date on which the Company receives such written notice of termination. View More

Good Reason. Means the occurrence of any of the following conditions without the Executive's express consent: (i) a material diminution in, or material interference with, the Executive's authority, duties or responsibilities, (ii) a material diminution in the Executive's total target cash compensation unless such material diminution is in connection with a proportional reduction in compensation for all or substantially all of the Company's executive officers, or (iii) the relocation of the Executive's work... place for the Company to a location more than twenty-five (25) miles from the location of the work place prior to the Constructive Termination. The Executive may terminate his or her employment hereunder for Good Reason by (A) providing notice to the Company, specifying in reasonable detail the condition giving rise to the Good Reason, no later than the sixtieth (60th) day following the date that the Executive knew or should have known (after reasonable inquiry) of the occurrence of that condition, (B) providing the Company a period of sixty (60) days to remedy the condition so specified in the notice, and (C) terminating his or her employment for Good Reason within thirty (30) days following the expiration of the period to remedy if the Company fails to remedy the condition. View More

Good Reason. (i) shall have the meaning ascribed to such term in the Severance Agreement (which meaning shall include any procedural aspects for establishing a termination for Good Reason pursuant to the Severance Agreement), or, (ii) if no Severance Agreement exists, then shall mean any of the following, without Participant's consent: (w) a material reduction in Participant's base annual salary; (x) a material adverse change in Participant's authority, duties, or responsibilities (other than temporarily... while Participant is physically or mentally incapacitated or as required by applicable law); (y) a material breach by the Company of any material provision of this Agreement or by the Company or its Affiliate of any other written agreement between Participant and Company or its Affiliate; or (z) the Company requires that Participant move his or her principal place of service to a location that is thirty (30) or more miles from his or her current principal place of service and the new location is farther from his or her primary residence. Participant may not terminate his or her employment for "Good Reason" unless (A) Participant gives the Company written notice of the event within thirty (30) days of the occurrence of the event, (B) the Company fails to remedy the event within thirty (30) days following its receipt of the notice, and (C) Participant terminates his or her service with the Company and its Affiliates within sixty (60) days following the Company's receipt of written notice. View More

Good Reason. The occurrence of any of the following after a Change of Control: (i) a decrease in Grantee's annual base salary in effect at the date of the Change of Control; (ii) a material decrease in Grantee's annual bonus opportunity in effect at the date of the Change of Control; (iii) a material diminution in Grantee's title, authority, duties, or responsibilities in effect at the date of the Change of Control; or (iv) a relocation of Grantee's principal place of work to a location more than thirty... (30) miles from the location at the date of the Change of Control; provided, however, that the foregoing events or conditions will only constitute Good Reason if Grantee provides the Company with written objection to the event or condition within 90 days following the occurrence thereof, the Company does not reverse or otherwise cure the event or condition within 30 days of receiving that written objection, and Grantee resigns his or her employment within 30 days following the expiration of that cure period View More