Good Reason

Good Reason. Means any of the following: (a) a material diminution of the Executive's authority, duties or responsibilities as described in Section 3(a) of this Agreement; (b) a reduction in the Executive's Base Salary; (c) the Company's requiring the Executive to be based at any office or location not in the Chicago, Illinois London, England metropolitan area without the Executive's consent; or (d) the Company's material breach of this Agreement unless remedied by the Company promptly after receipt of... written notice thereof given by the Executive. View More

Good Reason. Shall mean the occurrence, without Executive's express written consent, of: (i) a reduction in Executive's Annual Base Salary unless the annual base salaries of all other executive officers are proportionately decreased; (ii) failure to include Executive in any annual bonus or long-term incentive plan established by the Company for the Company's executive officers; (iii) a change in Executive's principal place of employment to a location more than fifty (50) miles from Executive's principal... place of employment without the consent of Executive; (iii) (iv) any willful breach by the Company of any material provision of this Agreement; or (iv) (v) a significant reduction in the then-effective responsibilities of the chief financial officer and treasurer; Executive Vice President, Business Development; provided that Executive gives written notice to the Company of the existence of such a condition within ninety (90) days of the initial existence of the condition, the Company has at least thirty (30) days from the date when such notice is provided to cure the condition without being required to make payments due to termination by the Company for Good Reason, and the Executive actually terminates Executive's employment for Good Reason within six (6) months of the initial occurrence of any of the conditions in (i) — (iv), – (v), above. View More

Good Reason. Means, with respect to a Participant and in the absence of a Restricted Stock Unit Deferred Cash Award Agreement or Participant Agreement otherwise defining Good Reason, without the Participant's consent, (i) a material diminution in the Participant's employment duties, responsibilities, or authority, or the assignment to the Participant of duties that are materially inconsistent with his or her position; (ii) a material reduction in the Participant's base salary or target annual bonus or... incentive compensation opportunity; or (iii) a relocation of the Participant's principal place of employment to a location more than thirty-five (35) miles farther from his or her principal residence than the location at which the Participant was employed immediately preceding such change. In no event will a Participant have the right to terminate his or her employment for Good Reason unless (x) such Participant provides written notice to the Company within ninety (90) days after the initial occurrence of the event or condition that gives such Participant the right to terminate his or her employment for Good Reason and (y) the Company has not cured such Participant's right to terminate his or her employment for Good Reason within thirty (30) days of the receipt of such written notice by the Company. In the event that there is a Restricted Stock Unit Deferred Cash Award Agreement or Participant Agreement defining Good Reason, "Good Reason" shall have the meaning provided in such agreement, and a Termination by the Participant for Good Reason hereunder shall not be deemed to have occurred unless all applicable notice and cure periods in such Restricted Stock Unit Deferred Cash Award Agreement or Participant Agreement are complied with. View More

Good Reason. The same definition of Good Reason, or any substantially similar term, in the Participant's employment agreement with the Company, if any, that is in effect at the time the determination is being made. If the Participant does not have an employment agreement with the Company at that time, or there is no definition of Good Reason, or any substantially similar term, in the Participant's employment agreement at that time, or the Committee determines, in its sole and absolute discretion, that the... right to any payment or benefit under this Wrap-Around Plan that is subject to Section 409A of the Code pursuant to a termination Termination of Continuous Service Employment by a Participant for Good Reason would not be treated as a right to a payment or benefit pursuant to an involuntary separation from service for purposes of Section 409A (as defined in Section 15(a) of the Code this Wrap-Around Plan) if the definition of Good Reason, or any substantially similar term, in the Participant's employment agreement at that time is applied to the Participant's termination Termination of Continuous Service, Employment, then Good Reason means the occurrence of any of the following in the absence of Justifiable Cause by the Company: (i) a material diminution in the Participant's base salary, unless such material diminution in the Participant's base salary is made pursuant to a reduction in base salary that affects all similarly situated employees in a similar manner and is made at least six months prior to a Change in Control, in which case such material diminution in the Participant's base salary shall not constitute Good 2 Reason; (ii) a material change in the geographic location at which the Participant must perform his or her job functions to which the Participant does not agree; or (iii) solely in the case of a Section 16 Officer, a material diminution in the Participant's authority, duties, or responsibilities. For purposes of this Wrap-Around Plan, Good Reason shall not be deemed to exist unless the termination Termination of Continuous Service Employment by a Participant for Good Reason occurs within 180 days following the initial existence of one of the conditions specified in clauses (i) through (iii) above, the Participant provides the Company with written notice of the existence of such condition within 90 days after the initial existence of the condition, and the Company fails to remedy the condition within 30 days after its receipt of such notice. notice View More

Good Reason. For termination of the Participant's employment for purposes of Section 6 means means: (a) if the Participant is a party to an employment agreement with the Company immediately prior to such termination, and "good reason" 'good reason' is defined therein, then "Good Reason" 'Good Reason' shall have the meaning set forth in such employment agreement, or (b) if the Participant is not party to an employment agreement with the Company immediately prior to such termination and/or the Participant's... employment agreement does not define "Good Reason": 'Good Reason': (i) a substantial adverse change, not consented to by the Participant, in the nature or scope of the Participant's responsibilities, authorities, powers, functions, or duties; (ii) a breach by the Company of any of its material obligations hereunder; or (iii) a material change in the geographic location at which the Participant must perform his or her services. Unless otherwise provided in an employment agreement to which the Participant is a party immediately prior to such termination, to constitute "good 'good reason termination," termination,' the Participant must: (1) provide written notice to the Company within 90 days of the initial existence of the event constituting "Good Reason;" 'Good Reason;' (2) may not terminate his or her employment unless the Company fails to remedy the event constituting "Good Reason" 'Good Reason' within 30 days after such notice has been given; and (3) the Participant must terminate employment with the Company no later than 30 days after the end of the 30-day period in which the Company fails to remedy the event constituting "Good Reason" 'Good Reason' View More

Good Reason. For termination of the Participant's employment for purposes of Section 6 means means: (a) if the Participant is a party to an employment agreement with the Company immediately prior to such termination, and "good reason" 'good reason' is defined therein, then "Good Reason" 'Good Reason' shall have the meaning set forth in such employment agreement, or (b) if the Participant is not party to an employment agreement with the Company immediately prior to such termination and/or the Participant's... employment agreement does not define "Good Reason": 'Good Reason': (i) a substantial adverse change, not consented to by the Participant, in the nature or scope of the Participant's responsibilities, authorities, powers, functions, or duties; (ii) a breach by the Company of any of its material obligations hereunder; or (iii) a material change in the geographic location at which the Participant must perform his or her services. Unless otherwise provided in an employment agreement to which the Participant is a party immediately prior to such termination, to constitute "good 'good reason termination," termination,' the Participant must: (1) provide written notice to the Company within 90 days of the initial existence of the event constituting "Good Reason;" 'Good Reason;' (2) may not terminate his or her employment unless the Company fails to remedy the event constituting "Good Reason" 'Good Reason' within 30 days after such notice has been given; and (3) the Participant must terminate employment with the Company no later than 30 days after the end of the 30-day period in which the Company fails to remedy the event constituting "Good Reason" 'Good Reason' View More

Good Reason. The occurrence of any of the following events (each, a "Good Reason Condition") followed by the Good Reason Process, as defined below: (i) a material adverse change in the Employee's position, title position and/or responsibilities; responsibilities such that the Employee no longer holds a position with responsibilities appropriate for an individual of the Employee's skills, knowledge and experience; or (ii) a material reduction in the Employee's (A) annual base salary as in effect on the date... hereof or as the same may be increased from time to time hereafter, except for across-the-board reductions of annual base salary similarly affecting all executive officers of the Bank or (B) bonus structure as set forth in Exhibit A; Bank; or (iii) the removal of the Employee from eligibility for any short-term incentive plan for members of the Bank's management team for which other members of the Bank's management team remain eligible or the application to the Employee of adverse changes in such plan's terms that are not applied generally to other management-level participants; provided that "adverse changes in such plan's terms" shall not be construed to include changes in bonus targets or good faith determinations of bonus amounts; or (iv) the relocation of the Bank's offices at which the Employee is principally employed (the "Current Offices") to any other location more than 25 miles of driving distance from the Current Offices, or the requirement by the Bank for the Employee to be based more than 25 miles of driving distance away from the Current Offices, except for required travel on the Bank's business to an extent substantially consistent with the Employee's business travel obligations. Notwithstanding the foregoing, a suspension of any or all of Employee's duties or responsibilities by the Bank during an investigation that is initiated pursuant to a direction by the Board shall not constitute the occurrence of a material adverse change for purposes of clause (i); provided that Employee's base salary and fringe benefit entitlements continue during the period of such suspension. The "Good Reason Process" shall mean that (i) the Employee reasonably determines in good faith that a Good Reason Condition has occurred; (ii) the Employee gives the Bank written notice of the first occurrence of the Good Reason Condition within 30 days of the first occurrence of such condition; (C) the Employee cooperates in good faith with the Bank's efforts for a period of not less than 30 days following such notice (the "Cure Period") to remedy the Good Reason Condition; (D) notwithstanding such efforts, the Good Reason Condition continues to exist; and (E) the Employee terminates employment by giving written notice no later than 30 days after the expiration of the Cure Period. If the Bank cures the Good Reason Condition during the Cure Period, Good Reason shall be deemed not to have occurred. View More

Good Reason. If, without Executive's 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 the Executive 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 shall materially reduce the nature, scope or level of Executive's 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), or shall fail to provide Executive Employee with adequate office facilities and support services to perform such responsibilities. (ii) The Company shall require Executive Employee to move Executive's Employee's principal business office more than 25 miles from Executive's Employee's principal business office at the time of this Agreement, or assign to Executive Employee duties that would reasonably require such move; provided, however, that if Executive's Employee's principal business office is not located at the Company's then current corporate headquarters, and the Company requires Executive Employee to move Executive's Employee's principal business office to such corporate headquarters, or assigns to Executive Employee duties that would reasonably require such move, such actions shall not constitute "Good Reason" under this subsection (ii). (iii) The Company shall require Executive, Employee, or assign duties to Executive Employee which would reasonably require Executive, Employee, to increase, by more than twenty-four, the number of normal working days (determined at the time of this Agreement) that Executive Employee spends away from Executive's Employee's principal business office during any consecutive twelve-month period. (iv) The Company shall reduce Executive's Employee's Annual Salary below that in effect as of the date of this Agreement (or as of the Change in Control, if greater), (v) The Company shall materially reduce or fail to continue in effect any cash or stock-based incentive or bonus plan, retirement plan, welfare benefit plan, or other benefit plan, program or arrangement, unless the aggregate value (as computed by an independent employee benefits consultant selected by the Company) of all such incentive, bonus, retirement and benefit plans, programs and arrangements provided to Executive Employee is not materially less than their aggregate value as of the date of this Agreement (or as of the Change in Control, if greater). (vi) If the Board of Directors fails to act in good faith with respect to the Company's obligations hereunder, or the Company breaches its obligations hereunder. View More

Good Reason. Means the occurrence of any of the following events during Executive's employment under this Agreement: (a) any material reduction in Base Salary or target Performance Bonus(es); (b) any reduction in Executive's duties (including title, responsibilities and/or authorities), provided, that that the Board may elect to separate the Chairman and Chief Executive Officer roles if they deem such separation is in the best interests of the stockholders without such separation constituting Good Reason; authorities); (c) requiring Executive to report to anyone other than the Board or employees Chief Executive Officer of Company or any subsidiary of Company that reported to Executive to report directly to the Board; Company; (d) any requirement that the Executive relocate without appropriate relocation compensation and consideration, including not requiring Executive to maintain two households, consideration of family circumstances, and providing a relocation package consistent with Company's industry, the Executive's position and taking into consideration Executive's specific housing situation. View More

Good Reason. Means what the term is expressly Unless otherwise defined to mean in a then-effective written agreement (including an Agreement) between a Participant and the Company or any Affiliate, or in the absence of such then-effective agreement or definition, means the existence of one or more of the following conditions without the Participant's written consent, so long as the Participant provided written notice to the Company of the existence of the condition not later than 90 days after the initial... existence of the condition, condition and the condition has not been remedied by the Company within 30 days after its receipt of such notice, and the Participant terminates the Participant's employment within 180 days of the initial existence of the condition: notice: (i) any material, adverse change in the Participant's duties, responsibilities, or authority; (ii) a material reduction in the Participant's base salary or bonus opportunity that is not part of a general reduction applicable to employees in the same classification or grade as the Participant; opportunity; or (iii) a geographical relocation of the Participant's principal office location by more than 50 miles, provided that (A) if the Participant's principal place of Services is the Participant's personal residence, this clause (iii) shall not apply and (B) neither the Participant's relocation to remote work or back to the office from remote work will be considered a relocation of such employee's principal location of Services for purposes of this definition. miles View More

Good Reason. Your termination of your employment by reason resignation due to any of the following events which occurs without your written consent, provided that the requirements regarding advance notice and an opportunity to cure set forth below are satisfied: (i) a material diminution of your duties and responsibilities (such as title, authority, responsibilities, duties, base pay or bonus, (ii) a material change in the loss of oversight responsibility for research & development, marketing or sales... components of the Company's operations such that your overall responsibilities are reduced), the reduction of your overall compensation other than as a part of a general reduction for all executive officers, or the transfer of your principal place of business geographic location at which you must perform services for the Company more than 50 miles from the Company's current Redwood City, California location, of at least 35 miles, (iii) a material reduction in the right to participate in the benefit programs in which you were previously participating, (iv) a material breach by the Company of an employment agreement between you and the Company or (v) a failure of the Company to have a successor assume its obligations under an employment agreement between you and the Company (each, (each of (i), (ii), (iii), (iv) and (v) a "Good Reason Condition"). In order for you to resign for Good Reason, you must provide written notice to the Company of the existence of the Good Reason Condition within 90 days of the initial existence of such Good Reason Condition. Upon receipt of such notice of the Good Reason Condition, the Company will be provided with a period of 30 days during which it may remedy the Good Reason Condition and not be required to provide for the payments and benefits described herein as a result of such proposed resignation due to the Good Reason Condition specified in the notice. If the Good Reason Condition is not remedied within the period specified in the preceding sentence, you may resign based on the Good Reason Condition specified in the notice of termination effective no later than 180 days following the initial existence of such Good Reason Condition. View More