Good Reason

Good Reason. Shall mean (i) any reduction of Executive's salary, (ii) any reduction or elimination of any other compensation or benefit plan, which reduction or elimination is not of general application to substantially all employees of the Bank or such employees of any successor entity or of any entity in control of the Bank, (iii) any changes in Executive's authority or duties substantially inconsistent with Executive's position, or (iv) a relocation or transfer of Executive's current business office that... would require Executive to commute on a regular basis more than 60 miles each way from his current business office at the Bank on the date of this Agreement, unless Executive consents to the relocation or transfer. View More

Good Reason. For all purposes under this Agreement, "Good Reason" shall mean (i) a material diminution in the Executive's authority, duties or responsibilities; (ii) a material reduction in his or her level of compensation (including base salary and target bonus) other than pursuant to a Company-wide reduction of compensation where the reduction affects the other executive officers and Executive's reduction is substantially equal, on a percentage basis, to the reduction of the other executive officers;... (iii) a relocation of Executive's place of employment by more than 30 miles, provided and only if such change, reduction or relocation is effected by the Company without Executive's consent; or (iv) a material breach of this Agreement or the Executive's offer letter by the Company or the failure of any successor to the Company to assume this Agreement or the offer letter pursuant to the terms of Section 5(a) of this Agreement. For the Executive to receive the benefits under this Agreement as a result of a voluntary resignation under this subsection (c), all of the following requirements must be satisfied: (1) the Executive must provide notice to the Company of his or her intent to assert Good Reason within 120 days of the initial existence of one or more of the conditions set forth in subclauses (i) through (iv); (2) the Company will have 30 days from the date of such notice to remedy the condition and, if it does so, the Executive may withdraw his or her resignation or may resign with no benefits; and (3) any termination of employment under this provision must occur within eighteen (18) months of the initial existence of one or more of the conditions set forth in subclauses (i) through (iv). View More

Good Reason. That within thirty days prior to the Executive's providing the notice to the Company required under Section 6.b.ii of this Agreement that any of the following has occurred: i. a material change in the scope of the Executive's assigned duties and responsibilities or the assignment of duties or responsibilities that are inconsistent with the Executive's level or position; or ii. a reduction by the Company in the Executive's base salary as set forth herein as may be increased from time to time or... a reduction by the Company in the Executive's incentive compensation; or iii. a change in the Executive's principal office to a location outside of a 35 mile radius from the Company's offices in Herndon, Virginia; or iv. the failure by the Company to continue to provide the Executive with benefits substantially similar to those specified in Section 5 of this Agreement. v. a termination of employment by the Executive for any reason during the 90-day period immediately following a Change of Control as "Change of Control" is defined in the 2008 Employee Long-Term Incentive Plan. vi. Any other material breach of this Agreement by the Company that is not cured within 30 days of the Executive providing the Company written notice of such breach. View More

Good Reason. Means, with respect to any Participant, (a) "good reason" as defined in an employment agreement applicable to such Participant, or (b) in the case of a Participant who does not have an employment agreement that defines "good reason", a failure by the Company to pay material compensation due and payable to the Participant in connection with his employment.

Good Reason. Means the resignation of a Participant following the occurrence of (A) a material reduction in the scope of the Participant's authorities, duties or responsibilities; (B) a material reduction in the Participant's salary and benefits (other than benefits under programs that apply to all similarly situated employees or employees of the Company in general); or (C) a change in the principal work location of the Participant of more than 100 miles from its current location.

Good Reason. (i) the occurrence, without Executive's written consent, of a breach of any material provision of this Agreement by Employer; or (ii) a significant reduction in the authorities, duties, responsibilities, compensation and/or title of Executive as set forth in this Agreement. Executive shall give Employer written notice within the guidelines of Section 409A of the Internal Revenue Code of 1986, as amended (the "IRC") of an intent to terminate this Agreement for "Good Reason" as defined in this... Agreement, and (except as set forth above) provide Employer with thirty (30) business days after receipt of such written notice from Executive to remedy the alleged Good Reason. View More

Good Reason. Executive has complied with the "Good Reason Process" (hereinafter defined) following the occurrence of any of the following events: (a) a material diminution in the Executive's responsibilities, authority or duties; (b) a material diminution in the Executive's Base Salary except for across-the-board salary reductions based on the Company's financial performance similarly affecting all or substantially all senior management employees of the Company; (c) a material change in the geographic... location at which the Executive provides services to the Company, provided that such change shall be more than thirty (30) miles from such location; or (d) the material breach of this Agreement by the Company. View More

Good Reason. And shall be deemed to exist if, without the prior express written consent of the Executive, (i) the Executive suffers a demotion in his title or position as it existed on the date of this Agreement; (ii) the Executive suffers a material reduction in his duties, responsibilities or effective authority associated with his titles and positions; (iii) the Executive's target annual cash compensation (Annual Base Salary plus target bonus percentage) or aggregate benefits are decreased by the... Company; (iv) the Company fails to obtain assumption of this Agreement by an acquiror; or (v) the Executive's primary office location is moved to a location more than 50 miles from its location as of the date hereof. For purposes of this Agreement, any action or inaction shall constitute Good Reason only for the 90 day period from the date on which such action or inaction first occurred. The Executive's continued employment shall not constitute consent to, or a waiver of rights with respect to, any act or failure to act constituting Good Reason hereunder. View More

Good Reason. As defined in an employment agreement or change in control agreement between the Company or its subsidiaries and the Participant or, if not defined therein or if there is no such agreement, "Good Reason" means (i) a substantial diminution in Participant's position or duties; adverse change in reporting lines, or assignment of duties materially inconsistent with his position (other than in connection with an increase in responsibility or a promotion), (ii) any reduction in Participant's base... salary or annual bonus opportunity or (iii) failure of the Company to pay compensation or benefits when due, in each case which is not cured within 30 days following the Company's receipt of written notice from Participant describing the event constituting Good Reason. View More

Good Reason. For purposes of this Agreement, 'Good Reason' is defined as the occurrence of any of the following without Employee's express prior written consent: (i) a significant change of or to Employee's duties, position, responsibilities, title or reporting relationship (other than pursuant to a promotion); (ii) a substantial reduction, unless such reduction is nondiscriminatory as to Employee, of the facilities and perquisites available to Employee; (iii) a reduction by the Company of Employee's base... salary or a reduction or other material change to Employee's incentive bonus inconsistent with the provisions of Section 5(b) below; (iv) a material reduction by the Company in the kind or level of employee benefits to which Employee is entitled; (v) the relocation of Employee to a facility or a business location more than twenty-five (25) miles from the location of the Company's headquarters as of the Effective Date; (vi) any purported termination of Employee other than for Cause; (vii) a material breach of this Agreement by the Company; or (viii) a change in the composition of the Board occurring within a two-year period, as a result of which fewer than a majority of the directors are Incumbent Directors. View More