Good Reason

Good Reason. If, without Employee’s express written consent any of the following ‎events or actions occurs, provided that no finding of Good Reason shall be effective unless and until Employee has provided the Company, within sixty (60) calendar days of becoming aware of the facts and ‎circumstances underlying the finding of Good Reason, with written notice thereof stating with specificity ‎the facts and circumstances underlying the finding of Good Reason and, if the basis for such finding of ‎Good Reason... is capable of being cured by the Company, providing the Company with an opportunity to ‎cure the same within thirty (30) calendar days after receipt of such notice: (i) the Company ‎materially reduces the nature, scope or level of Employee’s responsibilities from the nature, scope or level of such responsibilities prior to the Change in Control (or prior to the Period Pending a Change in Control); (ii) the Company requires ‎Employee to move Employee’s principal business office more than fifty (50) miles from Employee’s principal business office at the time of this Agreement; provided, however, that if Employee’s principal business office is not located at the Company’s then current corporate headquarters, and the Company requires Employee to move Employee’s principal business office to such corporate headquarters, such action shall not constitute “Good Reason” under this subsection (ii); ‎‎(iii) the Company reduces Employee’s Annual Salary or annual bonus or long-term incentive opportunity below that in ‎effect as of the date of this Agreement (or as of the Change in Control, if greater); or (iv) the Company breaches in any material respect its obligations hereunder.‎ View More

Good Reason. Means any of (i) a material reduction in Executive’s compensation under Section 5 hereof or benefits under Section 7 hereof, (ii) a material reduction in the Executive’s title or responsibilities, (iii) a relocation of Executive’s principal office so that Executive’s one-way commute distance from Executive’s residence is increased by more than forty (40) miles or (iv) failure of the Bank’s successor to assume and perform this Agreement as contemplated by Section 14(a) hereof.

Good Reason. To resign from his employment pursuant to Section 4(a)(v) in the event that any of the following actions are taken by the Company without Executive’s express written consent: (i) a material reduction of the Executive’s job duties, responsibilities or authority; (ii) a reduction in the Executive’s Annual Base Salary or Target Bonus, (iii) the Executive being required to work solely or substantially at a location more than 30 miles from Webster, Texas or Sealy, Texas; (iv) any material breach by... the Company of any term or provision of this Agreement, or (v) any requirement that the Executive report to someone other than the Board; provided, that any such event shall not constitute Good Reason unless and until the Executive shall have provided the Company with written notice thereof no later than thirty (30) days following the initial occurrence of such event and the Company shall have failed to fully remedy such event within fifteen (15) days of receipt of such notice, and the Executive shall have terminated the Executive’s employment with the Company promptly following the expiration of such remedial period. View More

Good Reason. Shall have the same meaning as the same or similar terms (such as Constructive Termination) in any written employment agreement between the Participant and CHCT or Subsidiary. In the absence of such a written agreement, “Good Reason” shall mean voluntary termination of employment by the Participant because the terms of employment are modified so that the position is not substantially equivalent to the position held immediately prior to the time of the Change in Control. A position is... “substantially equivalent” if it is the same or better than the position to which it is being compared. A position is not substantially equivalent unless (i) the cash compensation offered is the same or higher than that earned immediately prior to the Change in Control, (ii) deferred compensation, incentive and equity compensation, and health and welfare benefits are, in the aggregate, similar to those provided immediately prior to the Change in Control, (iii) the duties are similar to the duties performed prior to the Change in Control; and (iv) the position does not require the Participant to relocate or to commute more than 35 miles each way to the place of employment. The Participant’s right to voluntarily terminate employment for “Good Reason” expires 180 days after beginning employment in the position that is not “substantially equivalent” to the Participant’s prior position. View More

Good Reason. Means a material negative change to the employment relationship between Executive and the Corporation because: (A) Executive is removed from Executive’s position as Chief Financial Officer of the Corporation; or (B) the authority, duties or responsibilities of Executive’s principal positions is materially diminished; or (C) Executive’s base compensation is materially reduced, or (D) the authority, duties or responsibilities of the supervisor to whom Executive is required to report is materially... diminished, which includes a requirement that Executive report to anyone other than the Chief Executive Officer or directly to the Corporation’s or Bank’s Board of Directors; or (E) any requirement of the Corporation that Executive be based anywhere other than in Ottawa County or Kent County, Michigan, or any substantial increase in the business travel required of Executive; or (F) any material breach by the Corporation or any successor of its obligations to Executive under this Agreement. Executive may not terminate employment for “Good Reason” unless: (i) Executive notifies the Board in writing, within 90 days after Executive becomes aware of the act or omission constituting Good Reason that the act or omission in question constitutes Good Reason and explaining why Executive considers it to constitute Good Reason; (ii) the Corporation fails, within 30 days after notice from Executive under (i) above, to revoke the action or correct the omission and make Executive whole; and (iii) Executive gives notice of termination within 90 days after expiration of the 30-day period under (ii) above. View More

Good Reason. To terminate Executive’s employment hereunder after the occurrence of one or more of the following conditions without Executive’s consent: (i) any material adverse change by the Company in the Annual Base Salary, position, duties, responsibilities, authority, title or reporting obligations, or the assignment of duties to Executive by the Company that are materially inconsistent with Executive’s position; (ii) a relocation of Executive’s principal business location by more than fifty (50) miles... from its then current location; or (iii) any other material breach by the Company of this Agreement or any other agreement with Executive. Notwithstanding the foregoing, no termination for Good Reason will be effective unless: (A) Executive provides the Company with at least thirty (30) days prior written notice of his intent to resign for Good Reason (which notice must be provided within sixty (60) days following the occurrence of the event(s) purported to constitute Good Reason); and (B) the Company has not remedied the alleged violation(s) (if curable) within the thirty (30)-day period; in which event Executive’s resignation shall become effective on the thirtieth (30th) day following the Company’s receipt of written notice View More

Good Reason. Good Reason will mean Executive's voluntary termination, within thirty (30) days following the expiration of any Company cure period (discussed below) following the occurrence of one or more of the following, without Executive's consent: -9- (i) a material reduction of Executive's title, duties, authority or responsibilities, relative to Employee's title, duties, authority or responsibilities as in effect immediately prior to such reduction; provided, however, that continued... employment following the Change of Control with substantially the same responsibility with respect to the Company's business and operations will not constitute "Good Reason" (for example, Executive will not have been removed from Executive's position if Executive is employed by the Company and Executive has substantially the same responsibilities with respect to the business of the Company as Executive had immediately prior to the Change of Control, whether Executive's title is revised to reflect Executive's placement within the overall corporate hierarchy and whether Executive provides services to a subsidiary, affiliate, business unit or otherwise); (ii) a material reduction by the Company of Executive's annual base salary as in effect on the Effective Date (or, if lower, as in effect immediately prior to the reduction), except to the extent the base salaries of all other senior executives of the Company are similarly reduced; (iii) the failure of the Company to obtain assumption of this Agreement by any successor; (iv) the removal of Executive from the Company's Board of Directors by the Company for any reason other than for Cause or the failure of the Company to nominate Executive to serve as a member of the Company's Board of Directors so long as Executive is serving as the Company's Chief Executive Officer (it being acknowledged that a failure of the Company's stockholders to reelect Executive to the Company's Board of Directors, and the removal of Executive from the Company's Board of Directors as a result of such a failure to be reelected, shall not trigger Executive's right to resign for Good Reason under any of the Good Reason clauses); (v) a material change in the geographic location of Executive's principal workplace; provided, that a relocation of less than thirty (30) miles from Brisbane, California will not be considered a material change in geographic location; or (vi) any other action or inaction by the Company which constitutes a material breach of this Agreement or any other written agreement between the Company and Executive. Executive may not resign for Good Reason without first providing the Company with written notice within ninety (90) days of the existence of the condition 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. For purposes of the "Good Reason" definition, the term "Company" will be interpreted to include any subsidiary, parent, affiliate or successor thereto, if applicable. View More

Good Reason. Any of the following: (i) Executive's then current base salary is reduced; (ii) Executive's work or reporting responsibilities are materially diminished, or (iii) Executive is relocated to a work location more than thirty (30) miles from the Executive's then current work location.

Good Reason. The occurrence of any of the following conditions that are not cured by the Company within thirty (30) days after the Company's receipt of written notice from the Executive specifying the conditions in reasonable detail (the "Notice"): (i) any material breach by the Company of this Agreement; (ii) the demotion of the Executive such that the Executive no longer serves in the position specified in Section 2(a)(i) below or a material reduction in the Executive's current duties and authority in the... position specified in Section 2(a)(i) below, in each case, without his consent; (iii) the written demand by the Company for the Executive to relocate or commute more than 40 miles from Northborough, Massachusetts without his consent; or (iv) a material reduction by the Company in the Executive's Base Salary without his consent. The Notice must be given to the Company within ninety (90) days following the occurrence of the conditions constituting Good Reason. For purposes hereof, whether or not the Executive has Good Reason to terminate his employment by the Company pursuant to subparagraphs (i) through (iv) above will be determined by the Company in its reasonable, good faith discretion, based upon the facts known to the Company at the relevant time. Any termination by the Executive of his employment with the Company that does not meet the criteria set forth in this definition (determined as set forth in the immediately preceding sentence) shall be deemed to be without Good Reason for purposes of this Agreement View More

Good Reason. Marchisello shall have Good Reason to terminate his employment upon the occurrence of any of the following events: (1) any material adverse change in his job titles, duties, responsibilities, perquisites granted hereunder, or authority without his consent; (2) if, after a Change of Control, either the principal duties of Marchisello are required to be performed at a location other than the Greensboro, North Carolina metropolitan area without his consent; (3) a material breach of this Employment... Agreement by the Company, including without limitation, the failure to pay compensation or benefits when due hereunder if such failure is not cured within 30 days after delivery to the Company of Marchisello’s written demand for payment thereof; or (4) if Marchisello elects to terminate his employment by written notice to the Company within the 180 day period following a Change of Control View More