Good Reason

Good Reason. Unless otherwise consented to in writing by the Executive: (i) the material reduction of the Executive's authority, duties and responsibilities, or the assignment to the Executive of duties materially inconsistent with the Executive's position or positions with the Company; (ii) a reduction in the annual salary of the Executive, or a reduction in the target annual cash bonus or target annual equity award applicable to the Executive (except for a material reduction in target annual cash bonus... or target annual equity award that is part of a Company program to reduce "general and administrative" expenses due to business conditions which reduction is applied to other senior officers generally; provided that such reduction is before the occurrence of a Change in Control); (iii) the relocation of the Executive's office to more than 30 miles from Denver, Colorado; or (iv) any material breach by the Company of any provision of this Agreement. Notwithstanding the foregoing, (i) Good Reason (A) shall not be deemed to exist unless the Executive gives to the Company a written notice identifying the event or condition purportedly giving rise to Good Reason expressly referencing this Agreement within 45 days after the time at which the event or condition first occurs or arises (or, if later, was discovered or should have been discovered by the Executive) and (B) shall not be deemed to exist at any time at which there exists an event or condition which could serve as the basis of a termination of the Executive's employment for Cause; and (ii) if there exists (without regard to the following clause (ii)(A)) an event or condition that constitutes Good Reason, (A) the Company shall have 45 days from the date notice of Good Reason is given to cure such event or condition and, if the Company does so, such event or condition shall not constitute Good Reason hereunder; and (B) if the Company does not cure such event or condition within such 45-day period, the Executive shall have one business day thereafter to give the Company notice of termination of employment on account thereof (specifying a termination date no later than 10 days from the date of such notice of termination). View More

Good Reason. Has the meaning assigned to the term "Constructive Termination" in the employment agreement signed between Optionee and the Company dated May 31, 2011.

Good Reason. The occurrence of any of the following events or conditions: (i) (A) a change in the Employee's status, title, position or responsibilities (including reporting responsibilities) which represents an adverse change from the Employee's status, title, position or responsibilities as in effect at any time within ninety (90) days preceding the date of a Change in Control or at any time thereafter; (B) the assignment to the Employee of any duties or responsibilities which are inconsistent with the... Employee's status, title, position or responsibilities as in effect at any time within ninety (90) days preceding the date of a Change in Control or at any time thereafter; or (C) any removal of the Employee from or failure to reappoint or reelect the Employee to any of such offices or positions (unless such removal or failure to reappoint or reelect is (1) in connection with the termination of the Employee's employment for Cause, (2) as a result of the Employee's Disability or death, or (3) by the Employee other than as a result of termination for Good Reason); (ii) a reduction in the Employee's annual base compensation; or (iii) the Company's requiring the Employee to relocate to any place outside a fifty (50) mile radius of the Employee's current work site, excluding in any event reasonably required travel on the business of the Company or its affiliates. Notwithstanding the foregoing, in no event shall Good Reason be satisfied solely because the Employee retains the same position held prior to the Change in Control but in a distinct legal entity or business unit of a larger entity following the Change in Control View More

Good Reason. Any of the following, without the Executive's written consent: (i) a material diminution in the Executive's Annual Base Salary in effect as of the date of the Change in Control; or (ii) a material diminution in the Executive's authority, duties, or responsibilities as of the date of the Change in Control; provided, however, that a termination by the Executive shall not constitute termination for Good Reason unless the Executive shall first have delivered to the Company written notice setting... forth with specificity the occurrence deemed to give rise to a right to terminate for Good Reason (which notice must be given no later than sixty (60) days after the initial occurrence of such event). Good Reason shall not include the Executive's death or Disability. The Executive's employment must be terminated by the Executive for Good Reason within ninety (90) days after the occurrence of an event of Good Reason. A resignation by the Executive for Good Reason effectively constitutes an involuntary separation from service within the meaning of Section 409A of the Code and Treas. Reg. Section 1.409A-1(n)(2). View More

Good Reason. Means, after the Effective Date, one of the following has occurred without the Participant's written consent: (A) any material reduction in the Participant's base salary rate or compensation opportunities (including the Participant's bonus opportunity), (B) any material and adverse change in the Participant's position, title, or reporting lines or any change in the Participant's job duties, authority, or responsibilities to those of lesser status, or (C) a relocation of the Participant's... primary work location that would increase the Participant's one-way commute by more than 30 miles. To claim Good Reason, a Participant must give the Company written notice of the termination, setting forth the conduct of the Company that constitutes Good Reason, within 30 days of the first date on which the Participant has knowledge of such conduct. The Participant must further provide the Company at least 30 days following the date on which such notice is provided to cure such conduct. Failing such cure, a termination of employment by the Participant for Good Reason shall be effective on the day following the expiration of such cure period. View More

Good Reason. The term "Good Reason" shall have the meaning set forth in the Stock Option Agreement.

Good Reason. Means the Executive's resignation from employment with the Company Group within ninety (90) days following the cure period (discussed below) of the Company (or its successor or affiliate, as applicable) in connection with any of the following events without the Executive's written consent: (a) a material reduction in the Executive's annual base salary; (b) a material reduction in the Executive's authority, duties or responsibilities (provided that such material reduction will not be deemed to... occur if the Executive is provided with a comparable position (i.e., a position of equal or greater organizational level, authority, duties and responsibilities), and provided further, that a reduction in authority, duties or responsibilities solely by virtue of the Company being acquired and made part of a larger 5entity will not constitute a material reduction under this clause (b)); (c) a change by more than sixty (60) miles in the geographic location of the Executive's principal place of work. The Executive will not resign for Good Reason without first providing the Company (or its successor or affiliate, as applicable) with written notice within ninety (90) days following the initial existence of the acts or omissions constituting the grounds for Good Reason and a reasonable cure period of not less than thirty (30) days following the date of such notice, during which such grounds have not been cured. View More

Good Reason. Means, without Executive's express written consent, (i) a material reduction in the Base Salary, then in effect, except a material diminution generally affecting the members of the Company's management, (ii) a material reduction in job title, position or responsibility or (iii) a material breach of any term or condition contained in this Agreement, or (iv) a relocation of Executive's principal worksite that is not in Singapore. However, none of the foregoing events or conditions will constitute... "Good Reason" unless (i) Executive provides Company with written notice of the existence of Good Reason within ninety (90) days following the occurrence thereof, (ii) Company does not reverse or otherwise cure the event or condition within thirty (30) days of receiving that written notice, and (iii) Executive resigns Executive's employment within thirty (30) days following the expiration of that cure period. View More

Good Reason. Shall mean if, during the term of Executive's employment under this Agreement, and without Executive's consent, the following occurs: (i) any breach of the material terms of this Agreement by the Bank; (ii) any material and adverse change in the reporting relationship(s), authority, duties or responsibilities of Executive; (iii) any assignment of duties that are materially and adversely inconsistent with Executive's position or that are materially and adversely inconsistent with Executive's... authority, duties or responsibilities described in this Agreement; (iv) the relocation of Executive without Executive's consent to any principal place of employment that is a material change from the main office of the Bank as the Bank may from time to time designate; provided, however, this subsection (iv) shall not apply in the case of business travel which requires Executive to relocate temporarily for periods of ninety (90) days or less; or (v) any material and adverse change in Executive's Base Salary or annual bonus opportunity. Notwithstanding the foregoing, no event shall constitute Good Reason unless Executive notifies the Board in writing regarding the existence of the condition(s) constituting Good Reason no later than thirty (30) days after Executive knows of the condition(s), the Bank does not cure said condition within thirty (30) days after receipt of Executive's written notice and, in the event the Bank does not cure said condition, Executive terminates his employment within thirty (30) days after the period for curing said condition has expired. View More

Good Reason. An Eligible Executive's resignation due to the occurrence of any of the following events, unless such Eligible Executive consents to the applicable event: (i) a material diminution in authority, duties, or responsibilities of such Eligible Executive, as compared to the authority, duties, or responsibilities of such individual upon becoming an Eligible Executive; (ii) the requirement that such Eligible Executive relocate his or her principal place of employment by more than fifty (50) miles from... such Eligible Executive's principal place of employment immediately before the Effective Date; or (iii) a reduction of the sum of the Eligible Executive's Base Salary and target annual bonus opportunity by more than ten percent (10%) compared to the rates in effect immediately before the Effective Date; provided, that a general reduction in base salaries and/or target annual bonus opportunities that applies to similarly situated executives shall not constitute Good Reason under this Plan. Notwithstanding the foregoing, any assertion by the Eligible Executive of a resignation for Good Reason will not be effective unless and until the following conditions are met: (A) the Eligible Executive must provide written notice to the Company (in accordance with Section 14(f) hereof) of the existence of the circumstances underlying the Good Reason event within thirty (30) days of the initial existence of such grounds, (B) the Employer fails to cure such circumstances within thirty (30) days of receiving such notice, and (C) the Eligible Executive actually terminates his or her employment no later than ninety (90) days after the first occurrence of the circumstances underlying the Good Reason event if such circumstances are not cured by the Employer in accordance with the foregoing. View More