Good Reason

Good Reason. Shall mean the occurrence of any of the following: i. The Company's failure to elect or reelect or to appoint or reappoint Executive to offices, titles or positions carrying comparable authority, responsibilities, dignity and importance to that of Executive's offices and positions as of October 27, 2010; 1 ii. Material change by the Company in Executive's function, duties or responsibilities (including reporting responsibilities) which would cause Executive's position with the Company to become... of less dignity, responsibility and importance than those associated with his functions, duties or responsibilities as of October 27, 2010; or iii. Other material breach of the Offer Letter by the Company, which breach is not cured within fifteen (15) days after written notice thereof is received by the Company. View More

Good Reason. The occurrence of any of the following without the Executive's written consent, unless within 30 days of the Executive's written notice of termination of employment for Good Reason, the Company cures any such occurrence: (i) a material reduction in the Executive's duties, authorities and responsibilities; (ii) the Company's material breach of this Agreement; (iii) a material reduction in the Executive's Base Salary, except for across-the-board reductions generally applicable to all senior... executives; or (iv) a material relocation of the Executive's principal place of work, which for purposes of this Agreement means a relocation of more than 50 miles from the location as of the Effective Date. Any occurrence of Good Reason shall be deemed to be waived by the Executive unless the Executive provides the Company written notice of termination of employment for Good Reason within 90 days of the event giving rise to Good Reason View More

Good Reason. As defined in the Participant's applicable employment or severance agreement with the Company if such an agreement exists and contains a definition of Good Reason, or, if no such agreement exists or such agreement does not contain a definition of Good Reason, then Good Reason means the occurrence of any of the following events or conditions without the Participant's written consent: (i) a material diminution in the Participant's authority, duties or responsibilities; (ii) a... material diminution in the Participant's base salary or target annual bonus level; and (iii) the Participant being required to relocate his or her principal place of employment with the Company, the Partnership or any Subsidiary (as applicable) more than 50 miles from his or her principal place of employment immediately prior to the occurrence of the event constituting Good Reason. A termination of employment by the Participant shall not be deemed to be for Good Reason unless (A) the Participant gives the Company written notice describing the event or events which are the basis for such termination within sixty (60) days after the event or events occur, (B) such grounds for termination (if susceptible to correction) are not corrected by the Company within thirty (30) days of the Company's receipt of such notice ("Correction Period"), and (C) the Participant terminates his or her employment no later than thirty (30) days following the Correction Period. View More

Good Reason. The term 'Good Reason' shall mean: (i)a reduction of 10% or more in the Executive's base salary (either upon one reduction or during a series of reductions over a period of time), provided, that such reduction neither comprises a part of a general reduction for the Executive's then-current peers as a group (determined as of the date immediately before the date on which the Executive becomes subject to any such reduction) nor results from a deferral of the Executive's base salary; E-9 (ii)a... material diminution in the Executive's authority (including, but not limited to, the budget over which the Executive retains authority), duties, or responsibilities within the Company; (iii)a material change in the geographic location at which the Executive must perform services for the Company more than fifty (50) miles; or(iv)any other action or inaction that constitutes a material breach by the Company of this Agreement.For purposes of this Agreement, in order for a termination of employment by the Executive to be considered to be on account of Good Reason, the following conditions must be met by the Executive:(i)the Executive provides written notice to the Company of the existence of the condition(s) described in this subparagraph (d) potentially constituting Good Reason within 90 days of the initial existence of such condition(s), and (ii)the Company fails to remedy the conditions which the Executive outlines in his written notice within 30 days of such notice, and (iii)the Executive actually terminates employment with the Company within six months of providing the notice described in this subparagraph (d). View More

Good Reason. For Executive's resignation of his or her employment shall exist following the occurrence of any of the following without Executive's 6. written consent: (i) a material reduction in job duties, responsibilities, title or authority inconsistent with the Executive's position with the Company; provided, however, that any such reduction or change (including a change in title) after a Change in Control will not constitute Good Reason if Executive retains reasonably comparable duties, position and... responsibilities with respect to the Company's business within the successor entity following a Change of Control; (ii) a material reduction of Executive's then current base salary, representing a reduction of more than 10% of the Executive's then current base salary; provided, that an across-the-board reduction in the salary level of all executive officers of the Company by the same percentage amount as part of a general salary level reduction implemented prior to a Change in Control shall not constitute such a material salary reduction; (iii) the relocation of Executive's principal place of employment to a place that increases Executive's one-way commute by more than 35 miles as compared to Executive's then current principal place of employment immediately prior to such relocation; (iv) any material breach by the Company of this Agreement or any other written agreement between the Company and the Executive; or (v) the failure by any successor to the Company to assume this Agreement or any obligations under this Agreement; provided, that the Executive gives written notice to the Company of the event forming the basis of the termination for Good Reason within 60 days after the date on which the Company gives written notice to the Executive of the Company's affirmative decision to take an action set forth in clause (i), (ii), (iii), (iv) or (v) above, the Company fails to cure such basis for the Good Reason resignation within 30 days after receipt of Executive's written notice and Executive terminates his or her employment within 30 days following the expiration of the cure period. View More

Good Reason. The Executive shall have "Good Reason" for termination of employment: (i) other than in connection with a Change in Control of the Company, in the event of: (A) any material violation by the Employer of any provision of any employment or similar agreement between the Employer and the Executive and failure to cure such violation within ten (10) days after demand by the Executive; (B) other than for Cause, any reduction by the Employer in the Executive's base salary then in effect or in the... Executive's bonus potential (as historically and consistently applied) that is not consistent with the manner in which the Employer has established such bonus potential as part of its past practice (but excluding any change in such items that applies to substantially all other comparable level executives of the Bank who are entitled thereto); or (C) other than for Cause, any material adverse change, without the prior consent of the Executive, in his conditions of employment with the Employer from such conditions of employment in effect as of the date of this Agreement, including any material reduction in the nature or scope of the Executive's title or responsibilities as in effect immediately after the date of this Agreement. Notwithstanding anything to the contrary herein, the Executive's resignation shall not be considered to be for Good Reason unless the Executive provides written notice to the Employer of the condition constituting Good Reason within ninety (90) days of the initial existence of such condition, and the Employer fails to remedy such condition within thirty (30) days after receipt of such notice from the Executive. (ii) in connection with a Change in Control of the Company, in the event of: (A) any breach of this Agreement by the Employer, including specifically any breach by the Employer of the agreements contained in Section 3, Section 4, Section 5, or Section 6, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith that the Employer remedies promptly after receipt of notice thereof given by the Executive; (B) any reduction in the Executive's base salary, percentage of base salary available as incentive compensation or bonus opportunity or benefits, in each case relative to those most favorable to the Executive in effect at any time during the 180-day period prior to the Change in Control of the Company or, to the extent more favorable to the Executive, those in effect at any time during the Employment Period; (C) the removal of the Executive from, or any failure to reelect or reappoint the Executive to, any of the positions held with the Employer on the date of the Change in Control of the Company or any other positions with the Employer to which the Executive shall thereafter be elected, appointed or assigned, except in the event that such removal or failure to reelect or reappoint relates to the termination by the Employer of the Executive's employment for Cause or by reason of disability pursuant to Section 12; 4 (D) a good faith determination by the Executive that there has been a material adverse change, without the Executive's written consent, in the Executive's working conditions or status with the Employer relative to the most favorable working conditions or status in effect during the 180-day period prior to the Change in Control of the Company, or, to the extent more favorable to the Executive, those in effect at any time during the Employment Period, including but not limited to (1) a significant change in the nature or scope of the Executive's authority, powers, functions, duties or responsibilities, or (2) a significant reduction in the level of support services, staff, secretarial and other assistance, office space and accoutrements, but in each case excluding for this purpose an isolated, insubstantial and inadvertent event not occurring in bad faith that the Employer remedies within ten (10) days after receipt of notice thereof given by the Executive; (E) the relocation of the Executive's principal place of employment to a location more than 50 miles from the Executive's principal place of employment on the date 180 days prior to the Change in Control of the Company; (F) the Employer requires the Executive to travel on Employer business 20% in excess of the average number of days per month the Executive was required to travel during the 180-day period prior to the Change in Control of the Company; or (G) failure by the Employer to obtain the Agreement referred to in Section 17(a) as provided therein. View More

Good Reason. Any of the following occurring without Executive's consent: (i) a material diminution in Executive's position, authority, duties or responsibilities from those which Executive held immediately prior to the Closing Date of the Change in Control; (ii) requiring Executive to be based at any office which is a material change from the geographic location of the office at which Executive was employed immediately prior to the Change in Control; provided, however, that any such relocation request shall... not be considered a material change if such relocation is within a thirty-five (35) mile radius of the office at which Executive was based immediately prior to the Closing Date of a Change in Control; (iii) a material diminution in the budget over which Executive retains authority; (iv) a material diminution in Executive's annual base salary; or (v) any other action or inaction that constitutes a material breach by the Company of any agreement, including this Agreement, pursuant to which Executive performs services for the Company. Notwithstanding the preceding, however, none of such actions shall constitute "Good Reason" unless (1) Executive provides the Company notice of the existence of such condition within ninety (90) days of the initial existence thereof specifically identifying the acts or omissions constituting the grounds for Good Reason and a period of at least thirty (30) days following such notice within which to remedy such condition and (2) Executive's termination occurs within the two-year period following the initial existence of such condition View More

Good Reason. For purposes of this Agreement, resignation for "Good Reason" means Executive's resignation due to the occurrence of any of the following conditions which occurs without Executive's written consent, provided that the requirements regarding advance notice and an opportunity to cure set forth below are satisfied: (i) A material adverse change to Executive's authority, duties or responsibilities that, taken as a whole, results in a diminution in Executive's function as the Company's General... Counsel; (ii) A 10% or more reduction in Executive's then-current base salary or a 10% or more reduction in Executive's base compensation (including base salary and bonus); (iii) The Company conditions Executive's continued service with the Company on the relocation of Executive's principal work location to a location that is more than twenty-five (25) miles from Palo Alto, California (or Executive's then current principal work location) and such relocation results in an increase in Executive's one-way commuting distance from his home by twenty-five (25) miles or more; (iv) The failure of the Company to obtain the assumption of this Agreement by any successor to the Company; (v) Any material breach or material violation of a material provision of this Agreement by the Company (or any successor to the Company); or (vi) Any act or set of facts or circumstances which would under California case law or statute constitute a constructive termination of Executive. In order for Executive to resign for Good Reason, Executive must provide written notice to the Company of the existence of the Good Reason condition within ninety (90) days of the initial existence of such Good Reason condition. Upon receipt of such notice, the Company will have thirty (30) days during which it may remedy the Good Reason condition and not be required to provide the severance payments and benefits described herein as a result of such proposed resignation. If the Good Reason condition is not remedied within such thirty (30) day cure period, Executive may resign based on the Good Reason condition specified in the notice effective no later than ninety (90) days following the expiration of the thirty (30) day cure period. View More

Good Reason. Means, without Executive's written consent, (i) a material diminution of Executive's annual Base Salary, target Annual Bonus, target annual equity-based compensation opportunity, or other annual incentive compensation opportunities, in each case, as in effect on the Effective Date and as may be increased from time to time; (ii) a material reduction in Executive's authority, duties or responsibilities; (iii) a requirement that Executive report to anyone other than the Board; (iv) Executive being... required to relocate Executive's principal place of employment with the Company more than fifty (50) miles from Executive's principal place of employment as of the Effective Date, it being understood that Executive may be required to travel frequently in connection with Executive's position as set forth herein and that prolonged periods away from Executive's principal residence shall not constitute Good Reason; or (v) failure of any successor to the Company following a Change in Control to assume this Agreement and the obligations hereunder. A termination of employment by Executive shall not be deemed to be for Good Reason unless (A) Executive gives the Company written notice describing the event or events which are the basis for such termination within sixty (60) calendar days after the event or events occur, (B) such grounds for termination (if susceptible to correction) are not corrected by the Company within thirty (30) calendar days of the Company's receipt of such notice ("Correction Period"), and (C) Executive terminates Executive's employment no later than thirty (30) calendar days following the Correction Period. View More

Good Reason. Shall mean, without Executive's written consent, (i) a reduction of more than ten percent (10%) in the sum of Executive's annual base salary and target bonus under Company's Annual Incentive Plan; (ii) Executive's mandatory relocation to an office more than fifty (50) miles from the primary location at which Executive was previously required to perform Executive's duties; 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 Company 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 Company shall have the right to remedy such event within sixty (60) days after receipt of Executive's written notice. "Good Reason" shall cease to exist, and may not form the basis for claiming any compensation or benefits under this Agreement, if any of the following occurs: i. Executive fails to provide the above-referenced written notice of the Good Reason event within thirty (30) days of its occurrence; ii. Company remedies the Good Reason event within the above-referenced sixty (60) day remediation period; or iii. Executive fails to resign within ninety (90) days of Executive's written notice of the Good Reason event. View More