Good Reason

Good Reason. Employee's resignation for "Good Reason" means Employee's resignation following the occurrence of any of the following events or conditions without Employee's written consent: (i) a material diminution in Employee's authority, duties or responsibilities; (ii) a material diminution in Employee's base compensation, except in connection with a general reduction in the base compensation of the Company's or any successor's or affiliate's personnel with similar status and responsibilities; (iii) a... material change in the geographic location at which Employee must perform his or her duties (and the Company and Employee agree that any requirement that Employee be based at any place outside a 50-mile radius of his or her place of employment as of the Effective Date, except for reasonably required travel on the Company's or any successor's or affiliate's business that is not materially greater than such travel requirements prior to the Effective Date, shall be considered a material change); or (iv) any other action or inaction that constitutes a material breach by the Company or any successor or affiliate of its obligations to Employee under this Agreement. 3 Notwithstanding the foregoing, Good Reason shall only exist if Employee shall have provided the Company with written notice within ninety (90) days of the initial occurrence of any of the foregoing events or conditions, and the Company or any successor or affiliate fails to eliminate the conditions constituting Good Reason within thirty (30) days after receipt of written notice of such event or condition from Employee. Employee's termination by reason of resignation from employment with the Company for Good Reason shall be treated as involuntary. Employee's resignation from employment with the Company for "Good Reason" must occur within twelve (12) months following the initial occurrence of one of the foregoing events or conditions. View More

Good Reason. The occurrence of any of the following conditions without the Executive's consent, which condition continues after notice by the Executive to the Company and a reasonable opportunity to cure such condition: (i) a decrease in the Executive's base salary, (ii) relocation of the Executive's work place to a location more than 50 miles from the Executive's business location at the time of the Change of Control, or (iii) the Executive's assignment to a position where the duties of the position are... outside his area of professional competence. View More

Good Reason. (i) the Company's failure to perform or observe any of the material terms or provisions of this Agreement, and the continued failure of the Company to cure such default within 30 days after written demand for performance has been given to the Company by the Executive, which demand shall describe specifically the nature of such alleged failure to perform or observe such material terms or provisions; (ii) a material reduction in the scope of the Executive's responsibilities and duties; or (iii)... in the absence of a written agreement between Company and Executive, a material reduction in Executive's base pay or incentive compensation View More

Good Reason. Shall mean any of the following:(a) a reduction by the Bank in the Employee's base salary other than under the conditions specified in Section 4; or(b) the relocation of the Employee's principal office assignment to a location more than fifty (50) miles from its location on the date hereof; (c) any material breach of this Agreement by the Bank;(d) a material diminution in the Employee's authority, duties, or responsibilities as an Employee of the Bank; or(e) FOR GENE MCFERRIN ONLY: [Employee]... no longer has, or is prevented from fulfilling the responsibilities of, the title and position of [EMPLOYEE TITLE].For purposes of this Agreement, Good Reason shall not be deemed to exist unless the Employee's termination of employment for Good Reason occurs within two (2) years following the initial existence of one of the conditions specified in clauses (a) through (e) above, the Employee provide the Bank with written notice of the existence of such condition within ninety (90) days after the initial existence of the condition, and the Bank fails to remedy the condition within thirty (30) days after the receipt of such notice by the Bank.Notwithstanding the foregoing, Good Reason will not exist if the Employee voluntarily agrees in writing to any of the changes listed above giving rise to Good Reason. View More

Good Reason. Shall mean (i) the material diminution in Employee's authority, duties or responsibilities; (ii) the relocation of Employee to a location more than thirty (30) miles from his employment location at the Effective Date; (iii) a material diminution in the Employee's annual base salary as in effect immediately prior to such diminution, other than in connection with a general diminution in Company compensation levels and in amounts commensurate with the percentage diminutions of other Company... employees of comparable seniority and responsibility; or (iv) any other action or inaction which constitutes a material breach by the Company or any of its Affiliates of any agreement under which the Employee provides services to the Company or any of its Affiliates. No violation described in clauses (i) through (iv) above shall constitute Good Reason unless the Employee has given written notice to the Company specifying the applicable clause and related facts giving rise to such violation within ninety (90) days after the occurrence of such violation and the Company has not remedied such violation to the Employee's reasonable satisfaction within thirty (30) days of its receipt of such notice View More

Good Reason. (i) a reduction of more than ten percent (10%) in the sum of Executive's annual base salary and target AIP bonus from those in effect as of the date of this Agreement; (ii) Executive's mandatory relocation to an office more than fifty (50) miles from the primary location at which Executive is required to perform Executive's duties immediately prior to the date of this Agreement; or (iii) any other action or inaction that constitutes a material breach of the terms of this Agreement, including... failure of a successor company to assume or fulfill the obligations under this Agreement. In each case, Executive must provide Sears with written notice of the facts giving rise to a claim that "Good Reason" exists for purposes of this Agreement, within thirty (30) days of the initial existence of such Good Reason event, and Sears shall have a right to remedy such event within sixty (60) days after receipt of Executive's written notice ("the sixty (60) day period"). If Sears remedies the Good Reason event within the sixty (60) day period, the Good Reason event (and Executive's right to receive any benefit under this Agreement on account of termination of employment for Good Reason) shall cease to exist. If Sears does not remedy the Good Reason event within the sixty (60) day period, and Executive does not incur a termination of employment within thirty (30) days following the earlier of: (y) the date Sears notifies Executive that it does not intend to remedy the Good Reason or does not agree that there has been a Good Reason event, or (z) the expiration of the sixty (60) day period, the Good Reason event (or any claim of Good Reason) shall cease to exist. Notwithstanding the foregoing, if Executive fails to provide written notice to Sears of the facts giving rise to a claim of Good Reason within thirty (30) days of the initial existence of such Good Reason event, the Good Reason event (and Executive's right to receive any benefit under this Agreement on account of termination of employment for Good Reason) shall cease to exist as of the thirty-first (31st) day following the later of its occurrence or Executive's knowledge thereof. View More

Good Reason. The occurrence, without the Grantee's express written consent, of any one of the following: (i) the assignment to the Grantee of any duties inconsistent with the Grantee's status as an executive officer of the Company or of a Subsidiary or a substantial adverse alteration in the nature or status of the Grantee's responsibilities from those in effect immediately prior to the Change in Control; (ii) a reduction by the Company in the Grantee's annual base salary to any amount less than the... Grantee's annual base salary as in effect immediately prior to the Change in Control; (iii) the relocation of the principal executive offices of the Company or of a Subsidiary, as the case may be, to a location more than 35 miles from the location of such offices immediately prior to the Change in Control or the Company's requiring the Grantee to be based anywhere other than the principal executive offices of the Company or of a Subsidiary as the case may be, except for required business travel to an extent substantially consistent with the Grantee's business travel obligations immediately prior to the Change in Control; (iv) the failure by the Company to pay to the Grantee any portion of the Grantee's current compensation, or to pay to the Grantee any deferred compensation under any deferred compensation program of the Company, within five days after the date the compensation is due or to pay or reimburse the Grantee for any expenses incurred by him for required business travel; (v) the failure by the Company to continue in effect any compensation plan in which the Grantee participates immediately prior to the Change in Control that is material to the Grantee's total compensation, including but not limited to, stock option, restricted stock, stock appreciation right, incentive compensation, bonus, and other plans, unless an equitable alternative arrangement embodied in an ongoing substitute or alternative plan has been made, or the failure by the Company to continue the Grantee's participation therein (or in a substitute or alternative plan) on a basis not materially less favorable, both in terms of the amount of compensation provided and the level of the Grantee's participation relative to other participants, than existed immediately prior to the Change in Control; or (vi) the failure by the Company to continue to provide the Grantee with benefits substantially similar to those enjoyed by the Grantee under any of the Company's pension, profit-sharing, life insurance, medical, health and accident, disability, or other employee benefit plans in which the Grantee was participating immediately prior to the Change in Control; the failure by the Company to continue to provide the Grantee any material fringe benefit or perquisite enjoyed by the Grantee immediately prior to the Change in Control; or the failure by the Company to provide the Grantee with the number of paid vacation days to which the Grantee is entitled in accordance with the Company's normal vacation policy in effect immediately prior to the Change in Control. View More

Good Reason. For purposes of this Agreement, "Good Reason" means the occurrence of any of the following, without Executive's express written consent: (i) Until the Transition Date, the failure of the Board to appoint Executive to the office of Chief Executive Officer of the Company, as the successor to the Company's current CEO, if and when the Company's current CEO resigns, is terminated or otherwise ceases to hold such office, provided that Executive must remain employed with the Company for a period of... six (6) months after the date which Executive is notified that Executive will not be appointed as the Company's next Chief Executive Officer before any such "Good Reason" shall be deemed to exist under this Agreement; (ii) A significant reduction of Executive's duties, position, or responsibilities, relative to Executive's duties, position or responsibilities in effect immediately prior to such reduction; provided, however that the appointment of any other individual to serve as the Company's Chief Operating Officer prior to the Transition Date shall not be considered Good Reason for the purposes of this Agreement; (iii) A material reduction in the kind or level of employee benefits to which Executive is entitled immediately prior to such reduction with the result that Executive's overall benefits package is significantly reduced. Notwithstanding the foregoing, a one-time reduction that also is applied to substantially all other executive officers of the Company and that reduces the level of employee benefits by a percentage reduction of 10% or less will not constitute Good Reason; (iv) A reduction in Executive's Base Salary, Target Annual Incentive, or Annual Award as in effect immediately prior to such reduction. Notwithstanding the foregoing, a one-time reduction that also is applied to substantially all other executive officers of the Company and which one-time reduction reduces the Base Salary, Target Annual Incentive, or Annual Award by a percentage reduction of 10% or less in the aggregate will not constitute Good Reason; (v) The relocation of Executive to a facility or location more than twenty-five (25) miles from his current place of employment; or (vi) The failure of the Company to obtain the assumption of the Agreement by a successor. View More

Good Reason. (i) mutual written agreement by the Employee and the Board of Directors of the Company that Good Reason exists; (ii) the Employee being required by the Company to relocate such that such Employee's daily commute shall exceed 60 miles without the written consent of the Employee; (iii) any material breach by the Company or any successor thereto of any agreement to which the Employee and the Company are parties, which breach is not cured within thirty days of written notice thereof; or (iv)... demotion of the Employee to a position with responsibilities substantially less than such Employee's current position without the prior consent of the Employee; provided, however, that nothing shall require the Employee to hold the same title or same functional role within an entity resulting from a Corporate Transaction so long as the Employee's responsibilities are not substantially diminished. View More

Good Reason. Exist upon (i) a material diminution in the Executive's base compensation; (ii) a requirement that the Executive's principal place of providing services to the Company change by more than 30 miles, other than in a direction that reduces the Executive's daily commuting distance; (iii) any material breach by the Company or any successor thereto of the Employment Agreement; or (iv) a material diminution in the Executive's authority, duties, or responsibilities, provided, however, that nothing... shall require the Executive to hold the same title or same functional role within an entity resulting from a Corporate Transaction so long as the Executive's responsibilities are not substantially diminished. Notwithstanding the occurrence of any of the foregoing events or circumstances, a resignation shall not be deemed to constitute resignation for Good Reason unless (x) the Executive gives the Company a written notice of the purported Good Reason (no more than 90 days after the initial existence of such event or circumstance), (y) such event or circumstance has not been fully corrected (and the Executive has not been reasonably compensated for any losses or damages resulting therefrom) within 30 days following the Company's receipt of such notice of termination, and (z) the resignation becomes effective not more than 60 days following the date of notice. View More