Good Reason

Good Reason. Without Executive's prior written consent, (A) a material diminution in Executive's authority, duties or responsibilities as set forth in Section 3(a), (B) a change in the Company's reporting structure whereby Executive is no longer reporting to the Company's Board of Directors, (C) a material reduction by the Company in Executive's annual base compensation as set forth in Section 4(a) (in which event, the Executive's annual base compensation in effect prior to such reduction shall be treated,... for purposes of calculating amounts payable under Sections 6 and 7, as the annual base compensation in effect immediately prior to termination), (D) any material breach of this Agreement by the Company, and (E) a relocation of Executive to an office that is more than 35 miles from the latest location of Executive's office prior to the date of a Change in Control. View More

Good Reason. Means Optionee's termination of his or her employment as a result of (i) any material diminution in Optionee's authority, duties or responsibilities or (ii) a relocation of Optionee's principal office to a location that is in excess of fifty (50) miles from its location as of the Date of Grant. Notwithstanding the foregoing, no termination of employment by Optionee shall constitute a termination for Good Reason unless (A) Optionee gives the Company or any Subsidiary employing Optionee notice of... the existence of an event described in clause (i) or (ii) above within sixty (60) days following the occurrence thereof, (B) the Company or any Subsidiary employing Optionee does not remedy such event within thirty (30) days of receiving the notice described in the preceding clause (A), and (C) Optionee terminates employment within five (5) days of the end of the cure period specified in clause (B), above. View More

Good Reason. For Employee's resignation of his/her employment will exist following the occurrence of any of the following without Employee's consent: (A) a material reduction or change in job duties, responsibilities or authority inconsistent with Employee's position with the Company and Employee's prior duties, responsibilities or authority; (B) a reduction of Employee's then current base salary by more than 10 percent (10%); or (C) a relocation of the principal place for performance of Employee's duties... to the Company to a location more than twenty-five (25) miles from the Company's then current location; provided that Employee gives written notice to the Company of the event forming the basis of the Good Reason resignation within sixty (60) days of the date the Company gives written notice to Employee of its affirmative decision to take an action set forth in (A), (B) or (C) above, the Company fails to cure such basis for the Good Reason resignation within thirty (30) days after receipt of Employee's written notice and Employee terminates employment within one hundred twenty (120) days following the date on which Employee received notice from the Company of the event forming the basis for the Good Reason resignation . View More

Good Reason. (i) the assignment by the successor to the Employee of any duties inconsistent with the Employee's position with the successor (including status, offices, titles and reporting requirements), authority, duties or responsibilities, or any other action by the successor which results in a 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 successor... promptly after receipt of notice thereof given by the Employee; (ii) the successor's requiring the Employee to be based at any office or location other than one within thirty (30) miles of the Company, as set forth in Section 3(b) hereof; or (iii) any failure by the Company to comply with and satisfy Section 3(g)(iii) of this Agreement. (iv) For purposes of this Agreement, "Good Reason" shall be interpreted in a manner, and limited to the extent necessary, so that it will not cause adverse tax consequences for either party with respect to Code Section 409A, as amended, and any successor statutes, regulation and guidance thereto. View More

Good Reason. Shall have the meaning set forth in the employment agreement between the Optionee and the Company dated as of [DATE].

Good Reason. Any of the following events as authorized, ordered, or otherwise caused by the Bank and/or any successor following a Change in Control Event: (A) a material reduction in a Participant's duties or authority; (B) a material adverse change in a Participant's overall working environment; (C) a failure by the Bank and/or any successor thereto to comply with any of the material provisions of a Participant's Employment Agreement with the Bank; (D) the Bank's requiring a Participant to be based at any... office or location that is located more than thirty-five miles from the office or location in which the Participant was employed immediately prior to the Change in Control Event; or (E) a Participant is directed by the Board of Directors or an officer of the Bank or any affiliated company to engage in conduct that is unethical or illegal. View More

Good Reason. Within the two year period following a Change in Control, (i) a material diminution in a Participant's duties and responsibilities other than a change in such Participant's duties and responsibilities that results from becoming part of a larger organization following a Change in Control, (ii) a decrease in a Participant's base salary, bonus opportunity or benefits other than a decrease in benefits that applies to all employees of the Company or its Affiliates otherwise eligible to participate... in the affected plan, or (iii) a relocation of a Participant's primary work location more than 50 miles from the work location immediately prior to the Change in Control, without written consent; provided that, within fifteen days following the occurrence of any of the events set forth herein, the Participant shall have delivered written notice to the Company of his intention to terminate his employment for Good Reason, which notice specifies in reasonable detail the circumstances claimed to give rise to the Participant's right to terminate his employment for Good Reason, and the Company shall not have cured such circumstances within fifteen days following the Company's receipt of such notice View More

Good Reason. Shall mean, without the express written consent of Executive, the occurrence of any of the following events unless such events are fully corrected within 30 days following written notification by Executive to the Company that he intends to terminate his employment hereunder for one of the reasons set forth below: (i) a material breach by the Company of any provision of this Agreement, including, but not limited to, the assignment to Executive of any duties inconsistent with Executive's position... in the Company or a material adverse alteration in the nature or status of Executive's responsibilities; (ii) the Company's requiring the Executive to be based anywhere other than the metropolitan area where he currently works and resides; and (iii) the occurrence of a Change in Control as defined below. For purposes of this Agreement a Change in Control shall mean an event as a result of which: (i) any person (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (the Exchange Act)), is or becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act, except that a person shall be deemed to have beneficial ownership of all securities that such person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 50% of the total voting power of the voting stock of the Company; (ii) the Company consolidates with, or merges with or into another corporation or sells, assigns, conveys, transfers, leases or otherwise disposes of all or substantially all of its assets to any person, or any corporation consolidates with, or merges with or into, the Company, in any such event pursuant to a transaction in which the outstanding voting stock of the Company is changed into or exchanged for cash, securities or other property, other than any such transaction where (A) the outstanding voting stock of the Company is changed into or exchanged for (i) voting stock of the surviving or transferee corporation or (ii) cash, securities (whether or not including voting stock) or other property, and (B) the holders of the voting stock of the Company immediately prior to such transaction own, directly or indirectly, not less than 50% of the voting power of the voting stock of the surviving corporation immediately after such transaction; or (iii) during any period of two consecutive years, individuals who at the beginning of such period constituted the Board of the Company (together with any new directors whose election by such Board or whose nomination for election by the stockholders of the Company was approved by a vote of 66-2/3% of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board of the Company then in office; or (iv) the Company is liquidated or dissolved or adopts a plan of liquidation, provided, however, that a Change in Control shall not include any going private or leveraged buy-out transaction which is sponsored by Executive or in which Executive acquires an equity interest materially in excess of his equity interest in the Company immediately prior to such transaction (each of the events described in (i), (ii), (iii) or (iv) above, except as provided otherwise by the preceding clause being referred to herein as a Change in Control). In the event of a sale of the assets or stock of the Company, the Executive shall have the option of electing to terminate his employment due to a Change in Control and receive such severance benefits or electing to remain employed under the terms of this Agreement, but not both. Executive's right to terminate his employment for Good Cause due to any Change in Control must be exercised within sixty (60) days after receiving written notice or his receiving actual knowledge of such Good Cause. View More

Good Reason. For purposes of this Agreement, "Good Reason" shall mean the occurrence, following a Change in Control of the Company, of any of the following circumstances, unless (A) you have expressly consented thereto in writing or (B) in the case of subparagraphs (i), (v), (vi) or (vii) below, all such circumstances shall have been fully corrected prior to the "Date of Termination" specified in the "Notice of Termination" (as defined in Subsections 5(e) and 5(d), respectively) given in connection with... such circumstances: View More

Good Reason. (i) any diminution or adverse change in the Executive's titles; (ii) reduction in the Executive's Base Salary or Target Bonus; ( iii) a requirement that the Executive report to someone other than the Employer's Chief Executive Officer; (iv) a material diminution in the Executive's authority, responsibilities or duties or material interference with the Executive's carrying out his duties; (v) the assignment of duties inconsistent with the Executive's position or status with the Employer as of... the date hereof; (vi) a relocation by the Company of the Executive's primary place of employment specified in Section 4 to a location more than 25 miles further from the Executive's primary residence than the current location of the Executive's primary place of employment; (vii) any other material breach of the terms of this Agreement or any other agreement that breach is not cured within ten days after the Executive's delivery of a written notice of such breach to the Employer; (viii) any purported termination of the Executive's employment by the Employer that is not effected in accordance with the applicable provisions of this Agreement; (ix) the failure of the Employer to obtain the assumption in writing of its obligations under this Agreement by any successor to all or substantially all of the assets of the Employer within 15 days after a merger, consolidation, sale or similar transaction; or (x) the delivery of a notice of Non-Renewal by the Employer. In order to invoke a termination for Good Reason, the Executive must terminate his employment, if at all, within 60 days of the occurrence of any event of "Good Reason". View More