Good Reason

Good Reason. Good Reason shall mean: (i) the Company reduces the Executive's Annual Base Salary or Target Bonus percentage, other than any reduction which is insignificant or is implemented as part of a formal austerity program approved by the Board and applicable to all other executives of the Company, provided such reduction does not reduce Executive's Annual Base Salary or Target Bonus by a percentage greater than the average reduction in compensation of all other executives of the Company; (ii) a... material, adverse change in Executive's responsibilities, authority or duties (including as a result of the assignment of duties materially inconsistent with Executive's position); (iii) the Company breaches a material obligation to Executive under the terms of this Agreement; (iv) the Company requires Executive to relocate his principal office without his consent to a location other than the Company's headquarters or the Company's principal offices in the United States as in existence on the Effective Date; and (v) the Company delivering to Executive a Notice of Non-Renewal which does not include a request to negotiate a new agreement during the Negotiation Term; However, none of the foregoing events or conditions will constitute Good Reason unless: (x) Executive provides the Company with written objection to the event or condition within ninety (90) days following the occurrence thereof, (y) the Company does not reverse or otherwise cure the event or condition within thirty (30) days of receiving that written objection, and (z) the Executive resigns his employment within thirty (30) days following the expiration of that cure period. View More

Good Reason. 10.4 Good Reason

Good Reason. Without Executive's consent: (i) a material diminution in Executive's title, authority or responsibilities [ except that Executive understands that Executive being asked to step down from the CFO and/or Treasurer role will in no instance constitute Good Reason]; (ii) a reduction of at least ten percent (10%) in Executive's Base Salary or Target Annual Bonus opportunity; (iii) a continuous, willful and material breach by the Company of this Agreement; or (iv) the relocation (without the... written consent of Executive) of Executive's principal place of employment by more than 50 miles from the Principal Location. 10 Notwithstanding the foregoing, (1) Good Reason shall not be deemed to exist unless notice of termination on account thereof (specifying a termination date of at least 60 days but no more than 90 days from the date of such notice) is given no later than 30 days after the time at which the event or condition purportedly giving rise to Good Reason first occurs or arises and (2) if there exists an event or condition that constitutes Good Reason, the Company shall have 30 days from the date notice of such termination is received to cure such event or condition and Executive shall cooperate in good faith with the Company's efforts to cure such condition and, if the Company does cure such event or condition, such event or condition shall not constitute Good Reason hereunder. View More

Good Reason. Means Executive's right to resign from employment with the Company after providing written notice to the Company within sixty (60) days after one or more of the following events occurs without Executive's consent provided such event remains uncured thirty (30) days after Executive delivers to the Company of written notice thereof and Executive's resignation is effective not later than thirty (30) days after the expiration of such thirty (30) day cure period: (i) a material reduction in... Executive's job responsibilities or duties, provided that a change in title and responsibilities to Chief Scientific Officer or any change made solely as the result of the Company becoming a subsidiary or business unit of a larger company in a Change in Control shall not on its own give rise to Good Reason; (ii) a material diminution by the Company in Executive's Base Salary in effect immediately prior to such reduction, other than a material diminution that is proportionately applicable to other officers and key employees of the Company generally; or (iii) the forced relocation of the principal place of business at which Executive performs services for the Company that increases Executive's one way commute by fifty (50) miles or more. View More

Good Reason. Shall mean the occurrence of any of the following events or conditions without the Executive's written consent: (i) a material diminution in the Executive's authority, duties, responsibilities or reporting structure; (ii) a material diminution in the Executive's annual base compensation opportunity (i.e., base salary and target bonus percentage); (iii) relocation of the Executive's principal workplace with the Company by greater than twenty five (25) miles; or (iv) the Board (or any of its... committees) does not nominate the Executive for election to the Board at the annual meeting of the Company's stockholders, provided that in the case of (i), (ii), (iii) and (iv) above, if such event or condition is curable, (A) the Executive has provided the Company written notice at least ninety (90) days following the initial occurrence of any such event or condition, (B) the Company fails to cure such event within thirty (30) days thereafter; and (C) the Executive terminates his or her employment for Good Reason within thirty (30) days following the end of such cure period. View More

Good Reason. A termination of employment by Executive due to the occurrence of one (1) or more of the following events which are not corrected within thirty (30) days after receipt of written notice from Executive to the Board: (i) A material adverse change in Executive's position or responsibilities with the Bank; (ii) Assignment to Executive of any duties or responsibilities which are materially inconsistent with the position or responsibilities of Executive with the Bank; (iii) A material reduction in... Executive's Base Salary, other than a 10% or less reduction in Executive's Base Salary implemented in connection with similar reductions in the base salaries of at least 50% of the Bank's similarly situated executives; (iv) The requiring of Executive to relocate his or her principal business office to any place outside a thirty (30) mile radius from Executive's current place of employment in Wichita, Kansas (reasonable required travel on Equity Group business will not constitute a relocation of Executive's principal business office); or (v) A material breach of any provision of this Agreement which is not timely corrected by Parent or the Bank, as applicable, upon thirty (30) days prior written notice from Executive; provided, however, that Executive must provide notice to the Board within ninety (90) days of obtaining knowledge of any of the events listed above and Executive must terminate his or her employment no later 90 days from the date of the occurrence of any of the foregoing events in order for such termination to be deemed a termination for Good Reason. View More

Good Reason. Shall mean the Employee's voluntary Termination of employment for one or more of the following reasons: (i) a material adverse change in the nature, scope or status of the Employee's position, authorities or duties from those in effect in accordance with Section 3, as of the Effective Date or, if greater and if during a Covered Period, immediately prior to the Covered Period; (ii) a material reduction in the Employee's Annual Base Salary, bonus opportunity, or material reduction to the... Employee's aggregate benefits, or other compensation plans in effect as of the Effective Date or, if greater and if during a Covered Period, immediately prior to the Covered Period; (iii) relocation of the Employee's primary place of employment of more than thirty-five (35) miles from the Employee's primary place of employment as of the Effective Date, or if applicable, immediately prior to the Covered Period, or a requirement that the Employee engage in travel that is materially greater than that required as of the Effective Date, or if applicable, prior to the Covered Period; (iv) failure by an acquirer to assume this Agreement at the time of the Change of Control; or (v) a material breach by the Bank, or its successor, of this Agreement. Notwithstanding the foregoing, prior to the Employee's voluntary termination for Good Reason, the Employee must give the Bank written notice of the existence of any condition set forth in clauses (i) – (v) above within 90 days of the initial existence of such condition and the Bank shall have 30 days from the date of such notice in which to cure the condition giving rise to Good Reason. If during such 30-day period the Bank cures the condition giving rise to Good Reason, then no benefits shall be due under Section 6 of this Agreement with respect to such occurrence. If during such 30-day period the Bank fails or refuses to cure the condition giving rise to Good Reason, then the Employee shall be entitled to benefits under Section 6 of this Agreement upon such Termination; provided such Termination occurs within twenty‐four (24) months of the initial existence of such condition. View More

Good Reason. That one or more of the following has occurred without the Executive's written consent: (i) a material negative change in the nature or scope of the Executive's responsibilities, duties or authority as set forth in Section 1; (ii) a material reduction in the Executive's Base Salary, excluding any reduction up to 10% that is applied across the senior management group; (iii) Executive's required re-location to a worksite location which is more than fifty (50) miles from Executive's then current... principal worksite without Executive's consent (such consent not to be unreasonably withheld), or (iv) the Employer's material breach of this Agreement (excluding any delay of payment required or permitted under Code Section 409A); provided that, in any such case, the Executive provides written notice to the Employer that the event giving rise to such claim of Good Reason has occurred within thirty (30) days after the occurrence of such event, and such Good Reason remains uncured thirty (30) days after the Executive has provided such written notice; provided further that any resignation of the Executive's employment for "Good Reason" occurs no later than thirty (30) days following the expiration of such cure period View More

Good Reason. Shall exist if (i) the Company, without Your written consent (a) materially reduces Your authority, duties, or responsibilities from those applicable to You as of the Effective Date (including, following a Change in Control, any failure of the parent corporation of any controlled group of corporations that includes the Company, if the Company is not such parent corporation, to offer You a position with such parent corporation or a subsidiary thereof involving the same or substantially... equivalent duties as Your then-current position with the Company), (b) materially reduces Your Base Salary or target annual cash bonus (excluding any reduction as part of an across-the-board reduction in base salaries and target annual bonuses of all Company executive officers so long as the percentage reduction in Your Base Salary and target annual cash bonus is not greater than the percentage reduction applicable to other executive officers, for the same period as the reduction in other executive officer's reduction in salary and target annual cash bonus and, in the event such reduction is later mitigated for other executive officers, Your Base Salary and target annual cash bonus is then increased by the same percentage applicable to other executive officers), or (c) requires You to relocate to a place more than 50 miles from Wilmington, North Carolina to perform Your duties; (ii) You provide written notice to the Company of such action within ninety (90) days of the occurrence thereof and provide the Company with thirty (30) days to remedy such action from the notice date (the "Cure Period"); (iii) the Company fails to remedy such action within the Cure Period; and (iv) You elect to resign within thirty (30) days of the expiration of the Cure Period. View More

Good Reason. Shall be defined as (i) a change by the Company of the Executive's principal place of work to a location either (x) more than 75 miles from Princeton, New Jersey or (y) north of the territorial boundary of New York City, in either case, without the consent of the Executive; (ii) any material reduction by the Company of the Executive's Base Salary; (iii) a material adverse diminution of the Executive's duties, responsibilities or authority without the Executive's consent; provided, however, that... any diminution resulting from the termination of this Agreement (including any diminution occurring during any Notice Period) shall not provide Executive with a basis for Good Reason; or (iv) breach of a material term by the Company of (A) this Agreement (including any representation made under this Agreement) or (B) any other material written agreement between the Executive and the Company. Notwithstanding the foregoing, no Good Reason shall exist unless the Executive (l) has given the Company written notice of the occurrence of such Good Reason event within 30 days after the initial existence of such event; (2) the Company has failed to cure such Good Reason event within 30 days of receiving such notice from the Executive; and (3) the Executive's resignation of employment is effective within 30 days after the end of such 30-day cure period. If the Company cures the Good Reason event during such cure period, Good Reason shall.be deemed not to have occurred. View More