Good Reason

Good Reason. The occurrence of one of the following: (i) a material diminution or other material adverse change in Executive's office, duties, salary, benefits or responsibilities; (ii) a material breach by the Employer of this Agreement; or (iii) a requirement by the Employer that Executive's principal place of work be moved to a location more than fifty (50) miles away from its then current location. Good Reason shall not exist hereunder unless Executive first provides sixty (60) days prior written notice... to the Board which notice alleges the occurrence of one of the aforementioned events in specific detail. Notwithstanding the foregoing, however, Executive shall not have the ability to terminate this Agreement if the facts alleged in such written notice have been cured prior to the expiration of such sixty (60) day notice period. View More

Good Reason. Means, without Executive's express written consent, the occurrence of any of the following events after a Change in Control: (i) a material diminution in Executive's authority, duties, or responsibilities; provided, however, Good Reason shall not be deemed to occur upon a change in duties or responsibilities (other than reporting responsibilities) that is solely and directly a result of the Company no longer being a publicly traded entity that does not involve another event described in this... Subsection (l); (ii) a material breach by the Company or an Affiliate of the Company of this Agreement or an employment agreement to which the Executive and the Company or an Affiliate of the Company are parties; (iii) a material reduction by the Company in Executive's rate of annual Base Salary, as in effect immediately prior to such Change in Control or as the same may be increased from time to time thereafter (with a reduction or series of reductions exceeding 5% of Base Salary being deemed material); 4 (iv) any requirement of the Company that Executive (A) be based anywhere more than thirty-five (35) miles from the office where Executive is based at the time of the Change in Control, if such relocation increases Executive's commute by more than twenty (20) miles, or (B) travel on Company business to an extent materially greater than the travel obligations of Executive immediately prior to such Change in Control; (v) the failure of the Company to obtain the assumption and, if applicable, guarantee, agreement from any successor (and parent corporation) as contemplated in Section 9(b). Notwithstanding the preceding, an event described above shall not be considered an event of Good Reason, unless the Executive provides notice to the Company of the existence of such event of Good Reason within ninety (90) days after its first occurrence and the Company fails to cure such event within thirty (30) days after receiving Executive's notice. Executive's right to Terminate Employment for Good Reason shall not be affected by Executive's incapacity due to mental or physical illness, and Executive's continued employment shall not constitute consent to, or a waiver of rights with respect to, any event or condition constituting Good Reason; provided, however, that Executive must Terminate Employment within ninety (90) days following the end of the thirty (30) day cure period specified above, or such event shall not constitute a termination for Good Reason under this Agreement. Notwithstanding any other provision of this Agreement to the contrary, Termination of Employment by Executive for any reason during the thirty (30)-day period beginning one (1) year after the date of a Change in Control shall constitute a Termination of Employment for Good Reason. View More

Good Reason. Exist with respect to an Officer if and only if, without the Officer's express written consent: (1) there is a significantly adverse change in the nature or the scope of the Officer's authority or in his or her overall working environment; (2) the Officer is assigned duties materially inconsistent with his or her present duties, responsibilities and status; (3) there is a reduction in the sum of the Officer's rate of base salary and target bonus; or (4) the Employer changes by fifty-five (55)... miles or more the principal location in which the Officer is required to perform services; provided, however, that, before the Officer may resign for any Good Reason event, the Officer must first provide written notice to the Employer identifying such Good Reason event within ninety (90) days after the occurrence of such event and the Employer shall have failed to cure such event within thirty (30) days after receipt of such written notice. View More

Good Reason. Shall mean the occurrence of any of the following before the termination of the Program without the Key Employee's consent: (i) a material diminution in a Key Employee's title, responsibilities and duties as normally-associated with the position held with the Company or its subsidiaries as of the Effective Date; (ii) a reduction in a Key Employee's base salary; (iii) a change in reporting structure so that a Key Employee who reports to the Board or President of the Company no longer does so; or... (iv) the relocation of a Key Employee's principal place of employment to a location more than fifty (50) miles from his principal place of employment with the Company on the Effective Date. Anything herein to the contrary notwithstanding, a Key Employee shall not be entitled to resign for Good Reason unless the Key Employee gives the Company written notice of the event constituting "Good Reason" within sixty (60) days of the occurrence of such event and the Company fails to cure such event within thirty (30) days after receipt of such notice. View More

Good Reason. The voluntary separation from service by a Grantee after a Corporate Transaction, Change in Control, or a Related Entity Disposition when the following conditions are satisfied: (i) the separation from service occurs no later than two (2) years following the initial existence (which may begin prior to the Corporate Transaction, Change in Control, or Related Entity Disposition) of one or more of the following conditions arising without the Grantee's consent: (A) A material diminution in the... Grantee's base compensation; (B) A material diminution in the Grantee's authority, duties, or responsibilities; (C) A material diminution in the authority, duties, or responsibilities of the supervisor to whom the Grantee is required to report, including a requirement that the Grantee report to a corporate officer or employee instead of reporting directly to the Company's board of directors; (D) A material diminution in the budget over which the Grantee retains authority; (E) A material change in the geographical location at which the Grantee performs services; or (F) Any other action or inaction that constitutes a material breach by the Company or Related Entity of the employment agreement or other agreement under which the Grantee provides services. (ii) The Grantee must provide written notice to the Board of the existence of the condition described in subparagraph (i) above within ninety (90) days of the initial existence of the condition, and upon the Board's receipt of the written notice the Company or Related Entity has thirty (30) days to cure the condition View More

Good Reason. (a) The Executive has experienced a demotion in title with the Company or has experienced a substantial and material reduction in duties or responsibilities with the Company that is not in connection with a succession plan approved by the Company's Board of Directors; provided, that the Executive occupying the same position with a company that is not a publicly-held company subject to the 1934 Act shall constitute a material reduction in responsibilities unless the reason the Company is no... longer a publicly-held company subject to the 1934 Act is because of a management and/or employee buyout or other similar transaction whereby, after the completion of such transaction, the Company's management, Company employee benefit plans and/or employees beneficially own(s) (as that term is defined in Rule 13d-3 under the 1934 Act), directly or indirectly, securities of the Company representing 50% or more of the total voting power represented by the Company's then outstanding voting securities; (b) The Executive has incurred a reduction in his total compensation as an employee of the Company (consisting of annual base salary and target bonus); (c) The Executive has been notified that his principal place of work as an employee of the Company will be moved to a location that is more than 30 miles from its current location; (d) Commission by the Company, or a successor thereto, of a material breach of any of the provisions of this Agreement; or (e) A successor to the Company fails to comply with Section 11.1 View More

Good Reason. Means any of the following: a) The Employee has experienced a demotion with the Company that results in a substantial and material reduction in duties or responsibilities with the Company from that in effect immediately prior to a Change in Control; b) The Employee has incurred a 10% or more reduction in total compensation as an employee of the Company (consisting of annual base salary and target bonus percentage); c) The Employee has been notified that his principal place of work as an... employee of the Company will be relocated, without his permission, by more than fifty (50) miles; or d) A successor to the Company fails to comply with Section 10.1. The Company and the Employee, upon mutual written agreement, may waive any of the foregoing provisions with respect to an event that otherwise would constitute Good Reason. View More

Good Reason. Shall have the meaning ascribed to the term in the Severance Agreement then in effect between the Grantee and the Company

Good Reason. Means the occurrence without Executive's express written consent, before or after the occurrence of a Change in Control, of any of the following: (i) The Corporation reduces Executive's base salary. (ii) The Corporation requires Executive to change the location of Executive's work office by more than 30 miles from the location of the Corporation's current principal office. (iii) The Corporation reduces Executive's responsibilities or directs Executive to report to a person of lower rank or... responsibilities. View More

Good Reason. For resignation by you of your employment shall mean the occurrence (without your express written consent) of any one of the following acts or omissions to act by FLIC or the Bank: (i) The assignment to you of any duties materially inconsistent with the nature and status of your responsibilities immediately prior to a Change of Control Event, or a substantial adverse alteration in the nature or status of your responsibilities from those in effect immediately prior to the Change of Control... Event; provided, however, that a redesignation of your title shall not in and of itself constitute Good Reason if your overall duties and status within FLIC and the Bank are not substantially adversely affected. (ii) The failure by FLIC or the Bank to pay you any portion of your current compensation, or to pay you any portion of an installment of a deferred compensation amount under any deferred compensation program, within fourteen (14) days of the date such compensation is due. View More