Good Reason

Good Reason. Shall mean the occurrence, without the Employee's written consent, of any of the following events, but if and only if (x) the Employee has given written notice to the Board within sixty (60) days after the occurrence of the events constituting the basis for Good Reason, (y) the Company has not reasonably corrected the events by the thirtieth (30th) day after receipt of such notice, and (z) the Employee voluntarily resigns from all positions the Employee holds with the Company and the Employee's... separation from service (within the meaning of Section 409A) is effective within thirty (30) after the last day of the Company's thirty (30) cure period (that is, within 120 days after the occurrence): (i) a material reduction or other material adverse change in the Employee's job duties, responsibilities, authority or requirements, including the removal of such job duties, responsibilities, authority or requirements; (ii) a material diminution in the Employee's Base Compensation; (iii) the Company requiring the Employee to move the Employee's principal work location to a location that increases the Employee's one-way commute by more than 50 miles; or (iv) the failure of the Company to obtain the assumption, in all material respects, of this Agreement by any successors to the Company. View More

Good Reason. Shall mean (i) a change in the Participant's position with the Company or a Subsidiary employing Participant that materially reduces the Participant's authority, duties or responsibilities or the level of management to which he or she reports, (ii) a material diminution in the Participant's base compensation (and Participant and the Company agree that a diminution of ten percent (10%) or more will be deemed to be material for purposes of this Program), or (iii) a relocation of the Participant's... place of employment by more than fifty (50) miles, provided that such change, reduction or relocation is effected by the Company or a Subsidiary employing Participant without the Participant's consent. A Participant must provide written notice to the Company of the occurrence of any of the foregoing events or conditions without the Participant's written consent within ninety (90) days of the occurrence of such event. The Company shall have a period of thirty (30) days to cure such event or condition after receipt of written notice of such event from the Participant. Participant's termination by reason of resignation for Good Reason must occur within six months following the initial existence of the act or failure to act constituting Good Reason. Notwithstanding the foregoing, if Participant is a party to a written employment or consulting agreement with the Company or a Subsidiary employing Participant in which the term "good reason" is defined, then "Good Reason" shall be as such term is defined in the applicable written employment or consulting agreement. View More

Good Reason. Shall include (i) failure to pay or provide, or a material reduction in, your compensation or benefits, or (ii) a material reduction in your responsibilities within the Company (or any Related Company)

Good Reason. The occurrence of any of the following events following a Change in Control: (i) the assignment to the Participant of duties materially inconsistent with the Participant's position and title as in effect immediately prior to the Change in Control, or a material diminution in such position, title or duties; (ii) a material reduction in the Participant's annual base salary from that in effect immediately prior to the Change in Control; or (iii) relocation of the Participant's primary workplace,... as in effect immediately prior to the Change in Control, resulting in a material increase in the Participant's commute to and from the Participant's primary residence (for this purpose an increase in the Participant's commute by 40 miles or more shall be deemed material). In order to invoke a termination for Good Reason, the Participant shall provide written notice to the Company of the existence of one or more of the conditions described in clauses (i) through (iii) within 90 days following the initial existence of such condition or conditions, and the Company shall have 30 days following receipt of such written notice (the "Cure Period") during which it may remedy the condition. In the event that the Company fails to remedy the condition constituting Good Reason during the Cure Period, the Participant must terminate employment, if at all, within 90 days following the Cure Period in order for such termination to constitute a termination for Good Reason. The Participant's mental or physical incapacity following the occurrence of an event described above in clauses (i) through (iii) shall not affect the Participant's ability to terminate employment for Good Reason View More

Good Reason. Means: (i) the relocation of the Executive's principal office, without his/her prior consent, to a location more than thirty (30) miles from its location on the day prior to the Change in Control; (ii) failure of the Company to continue the Executive in the position held immediately prior to the Change in Control; or (iii) material and substantial diminution in the nature or scope of the Executive's responsibilities, duties or authority; however, the Company's failure to continue the... Executive's appointment or election as a director or officer of any of its Affiliates and any diminution of the business of the Company or any of its Affiliates, including without limitation the sale or transfer of any or all of the assets of the Company or any of its Affiliates, shall not constitute "Good Reason". Notwithstanding anything in this Agreement to the contrary, termination of employment by the Executive shall not be considered to be for "Good Reason" unless (i) the Executive provides notice to the Company of the condition claimed to be "Good Reason" within 30 days following the initial existence of such condition, (ii) the Company fails to remedy such condition within 30 days following its receipt of such notice from the Executive, and (iii) the Executive, in fact, terminates employment with the Company within 90 days of the initial existence of such condition. View More

Good Reason. Shall mean without Executive's express written consent any of the following: (i) 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, or the removal of Executive from such position, duties or responsibilities; (ii) any action or inaction that constitutes a material breach by the Company or any successor to the Company of its obligations to Executive under this... Agreement or any other agreement between Executive and the Company, or (iii) a relocation of Executive's worksite by more than 25 miles. Provided, however, that before a termination for Good Reason pursuant to Section 1(e) is effective, Executive will provide the Company with written notice of the particular circumstances constituting the basis for his termination with Good Reason within ninety (90) following the initial occurrence thereof and will provide the Company with thirty (30) calendar days to cure these particular circumstances (the "Company's Cure Period"). Failing such cure, Executive's termination of employment for Good Reason shall be effective on the day immediately following the expiration of the Company's Cure Period. View More

Good Reason. The existence of any of the following conditions preceding a termination of employment initiated by the Executive: (a) a material diminution in the powers, responsibilities or duties of the Executive hereunder; (b) a material breach of the terms of this Agreement by the Employer; (c) a change in the location of the principal office of the Executive more than 20 miles from its existing location, which the Employer and Executive hereby agree to be a material change in the location at which the... Executive provides services under this Agreement; provided, however, that any change in connection with a relocation of First Mariner Bank or the Bank contemplated by the Merger Agreement shall not be the basis for Good Reason; (d) a material reduction in the Executive's Base Salary, as defined in Section 4.1(a) hereof, other than an across-the-board reduction for all senior executives; or (e) the Employer's election not to extend the Agreement, as described in Section 3.1; provided, however, that no termination of employment that is triggered by any conduct or event described in this Section 1.15 shall constitute a termination of employment for Good Reason unless (i) the termination occurs within one year following the initial existence of one or more of the conditions set forth above, and (ii) the Executive has first provided the Employer with the opportunity to cure the event or conduct by giving the Employer a written notice within 90 days of the initial existence of one or more of the conditions set forth above describing in sufficient detail the Executive's belief that a Good Reason exists, the Employer fails to cure the condition prior to the expiration of a 30-day cure period, beginning with the date such notice is received by the Employer, and Executive terminates employment within 30 days following the expiration of the cure period. For the avoidance of doubt, neither the Merger nor any organizational changes or changes in Executive's role in connection therewith shall give rise to Good Reason View More

Good Reason. (a) a material reduction (without the Executive's express written consent) in Executive's Position; (b) a reduction (without the Executive's express written consent) in the Executive's Base Salary; provided, however, a reduction in the Executive's Base Salary of not more than twenty-five percent (25%) applied at the same time as the same percentage reduction is applied to the base salaries of all other senior executives shall not be deemed "Good Reason"; (c) a reduction in the Executive's... target annual bonus percentage set forth on Exhibit A; (d) the requirement that the Executive relocate without the Executive's express written consent) to an employment location that is more than 50 miles from the Principal Office; or (e) the Company's material breach (without Executive's express written consent) of this Agreement; provided, that Executive has provided the Company written notice of the material breach and the Company has not cured such breach within fifteen (15) days following the date Executive provides such notice. View More

Good Reason. That you have complied with the "Good Reason Process" (hereinafter defined) following the occurrence of any of the following events in connection with a Change in Control: (i) a material diminution in your responsibilities, authority or duties; (ii) a material diminution in your 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; (iii) your principal work... location is moved to a principal work location that is located more than fifty (50) miles from the work location at which you were principally working as of the effective date of the Change in Control; or (iv) the material breach of this Agreement by the Company View More

Good Reason. The occurrence of any of the following with respect to the Employee: (i) material diminution of authority, duties or responsibilities (or authorities, duties or responsibilities of the supervisor to whom the Employee reports); (ii) diminution in base salary or incentive compensation opportunities; (iii) the relocation of the Employee's principal place of employment by more than 50 miles (unless the new place of employment is closer to the individual's primary residence); and (iv) the material... breach of any agreement between the Company or any of its Affiliates and the Employee. Notwithstanding the foregoing, Good Reason will not exist unless (A) the Employee gives Notice of Termination to the Company or its applicable Affiliate of the Employee's termination of employment within 30 days after the occurrence of the circumstances constituting Good Reason, and the Company or its applicable Affiliate has failed within 30 days after receipt of such notice (the "Cure Period") to cure the circumstances constituting Good Reason, and (B) the Employee's "separation from service" (within the meaning of section 409A of the Code) occurs no later than the day that is 30 days following the last day of the Cure Period (assuming no cure has occurred). View More