Good Reason

Good Reason. A refusal by the Company to nominate Executive for election as a director

Good Reason. To resign or otherwise terminate her engagement with the Company pursuant to Section 4(a)(v) in the event that any of the following actions are taken by the Company without her consent: (i) if upon or following a Change in Control, a diminution in the Executive's Annual Base Salary or Target Annual Bonus opportunity; (ii) if prior to a Change in Control, a diminution in (A) the Executive's Annual Base Salary, other than an across the board cumulative reduction of no more than 15% that applies... in a similar manner to all similarly-situated members of the senior management of the Company or (B) the Executive's Target Annual Bonus opportunity (other than a reduction that occurs as a result of a reduction described in the foregoing clause (A)); (iii) the Company's material breach of any of the material terms of any material agreement between the Executive and the Company; or (iv) a non-temporary relocation of the Executive's primary work location by the Company to a location that is more than 35 miles from the Executive's principal place of service as of the date hereof (which the parties acknowledge is Seoul, South Korea and/or Cheongju, South Korea) and that increases the Executive's one-way commute to work by more than 35 miles. The Executive will not have Good Reason to terminate her engagement and receive payments or benefits under Section 5(b) unless the Executive provides the Board and the CEO with written notice of the circumstances the Executive believes constitute Good Reason within 30 days after the occurrence of such circumstances. If the Company does not cure within 15 days after receipt of such written notice, then the Executive may terminate her engagement for Good Reason at any time within 90 days after the expiration of such cure period. If the Executive terminates her engagement prior to the expiration of the 15-day cure period or more than 90 days after the expiration of the cure period, the Executive will not be treated as having terminated her engagement for Good Reason View More

Good Reason. For purposes of this letter, 'Good Reason' shall mean your termination of your own employment because of any of the following: (i) the Company's breach of any one or more of the material provisions of this Agreement; (ii) a material reduction by the Company of your annual base salary, unless you consent to such reduction or unless such reduction is applied equally, as a percentage of base salary, to all senior executives of the Company; (iii) a relocation of the Company's location such that... your one-way commute as of the Effective Date increases by more than 35 miles; or (iv) a material adverse change in your duties, authority, or responsibilities relative to your duties, authority, or responsibilities in effect immediately prior to such reduction (other than a change in title and provided that a change in title, reporting lines or position in connection with a Change of Control (as defined herein) will not, in itself, be deemed to be a change in duties, authority or responsibility); provided, however, that any such termination by you shall only be deemed for Good Reason pursuant to this definition if: (1) you give the Company written notice of your intent to terminate for Good Reason within ninety (90) days following the first occurrence of the condition(s) that you believe constitute(s) Good Reason, which notice shall describe such condition(s); (2) the Company fails to remedy such condition(s) within thirty (30) days following receipt of the written notice (the 'Cure Period'); and (3) you voluntarily terminate your employment within thirty (30) days following the end of the Cure Period. View More

Good Reason. With respect to an Executive: (i) the assignment to the Executive of any duties inconsistent in any material respect with the Executive's position (including offices and reporting requirements), authority, duties or responsibilities, as in effect immediately prior to the occurrence of the Change in Control or the Date of Termination, whichever is greater, or any other action by the Company which results in a material diminution in such position, authority, duties or responsibilities, excluding... for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive; (ii) any failure by the Company to substantially comply with, or any reduction by the Company in, any of the material provisions of Executive's compensation plans, programs, agreements or arrangements as in effect immediately prior to the Change in Control, including, without limitation, any material reduction in base salary, cash incentive compensation target bonus opportunity, equity compensation opportunity in the aggregate, or employee benefits and perquisites in the aggregate, other than an isolated, insubstantial and inadvertent failure or reduction not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive; (iii) the Company's requiring the Executive to be based at any office or location other than that in effect immediately prior to the Change in Control or any office or location not requiring Executive's commute to increase by more than 35 miles from his or her commute immediately prior to the Change in Control; (iv) any purported termination by the Company of the Executive's employment otherwise than as expressly permitted by the Plan; or (v) any material failure by the Company to comply with and satisfy Section 9(c) of the Plan. View More

Good Reason. Means the occurrence of any of the following, without your written consent: (i) a reduction in your Base Salary; (ii) a reduction your Target Bonus; (iii) (A) a material, adverse change in, or any action by the Board or any member thereof which are inconsistent with, your title, position, authority, duties, responsibilities or reporting relationships set forth by Section 1, or (B) your removal from the Board (including as a result of the failure of the Board to nominate you for election or of... the shareholders of the Company to elect you to the Board); (iv) a relocation of your principal office location by more than thirty-five (35) miles from its then-current location; or (v) a material breach by the Company of a material provision of this Agreement. You cannot terminate your employment for Good Reason unless you have provided written notice to the Company of the existence of the circumstances providing grounds for termination for Good Reason within ninety (90) days of the initial existence of such grounds and the Company has had at least thirty (30) days from the date on which such notice is provided to cure such circumstances. View More

Good Reason. Employee terminating Employee's employment upon the uncured occurrence of any of the following events without Employee's prior written approval (i) Employer in any material respect reduces Employee's status or authority or (ii) Employee is required to relocate Employee's principal place of business more than 50 miles from The Colony, Texas.

Good Reason. The occurrence, without Executive's written consent, of any of the following: (i) a material diminution in Executive's base salary, (ii) a material diminution in Executive's job responsibilities, duties or authorities. Notwithstanding the foregoing, Executive shall not be deemed to have "Good Reason" unless: (x) the condition giving rise to such resignation continues more than thirty (30) days following Executive's providing to the Company a written notice detailing such condition, (y) such... written notice is provided to the Company within ninety (90) days of the initial occurrence of such condition and (z) Executive's resignation is effective within thirty (30) days following the expiration of the Company cure period pursuant to subclause (x). View More

Good Reason. That the Covered Executive has complied with the "Good Reason Process" following the occurrence of any of the following events: (i) a material diminution in the Covered Executive's position, responsibilities, authority or duties; (ii) a material diminution in the Covered 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 employee of the Company; (iii) the relocation... of the Company office at which the Covered Executive is principally employed to a location more than 50 miles from such office; or (iv) the failure of any successor to the Company to assume and agree to be bound by the terms and conditions of this Plan with respect to the applicable Covered Executive. For purposes of Section 2(k)(i), a change in the reporting relationship or a change in a title will not, by itself, be sufficient to constitute a material diminution of responsibilities, authority or duty View More

Good Reason. "Good Reason," subject to compliance with the provisions of Section 4(F), shall mean the existence of one or more of the following conditions, in the good faith judgment of Employee, which arises in connection with or within twelve (12) months after the effective time of a Change in Control Event absent the express consent of Employee: (i) a reduction in Employee's base compensation below the sum of 90% of the Employee's Base Salary as of the date of this Agreement; (ii) a material reduction in... the Employee's position such that the Employee is no longer considered an officer-level employee of either a bank or bank holding company; or (iii) a change in the geographic location at which Employee must perform services over 120 miles from the location at which Employee was serving immediately prior to the Change in Control Event. To avoid any confusion under this Section 3(I)(ii), the Employee, who currently holds a senior executive position with either or both Parkway and the Bank has no right to insist on the same position at the same level with the Employer after a Change in Control Event. Employee will have no right to claim a Good Cause termination under Section 3(I)(ii), if Employee is retained after the Change in Control Event but is demoted and given a lower-level officer position (e.g., CFO to Controller, or CLO to Regional Market Manager) so long as the base salary for the new position remains at or above the guaranteed amount in Section 3(I)(i). If however, in connection with the change in position and status, the Employer also imposes either a reduction in the Employee's guaranteed base salary or requires a material geographic relocation, then Good Cause may be declared to exist under Sections 14(I)(i) and/or (iii). View More

Good Reason. The occurrence of any of the following without the consent of Executive: (i) a material diminution in Executive's title, duties or responsibilities; (ii) a requirement that Executive relocate Executive's principal place of work to a location that increases his one-way commute by more than 40 miles from its location on the date of this Agreement; (iii) a reduction in Executive's Base Salary or annual bonus target percentage, unless such reduction applies across the board to other senior... executives; (iv) a material breach by Whiting of any provisions of this Agreement, or (v) the removal of Executive from the Board by Whiting (other than for Cause or as a result of his death, disability or voluntary resignation) or the failure to re-nominate Executive to serve on the Board. Notwithstanding the foregoing, Executive will not be deemed to have Good Reason unless (x) Executive first provides Whiting with written notice of the condition giving rise to Good Reason within 30 days of its initial occurrence and (y) Whiting fails to cure such condition within 30 days after receiving such written notice. View More