Good Reason

Good Reason. Any of the following: (i) The required relocation of the Executive, without the Executive's consent, to an employment location which is more than seventy-five (75) miles from the Executive's employment location on the day preceding the date of this Agreement; or (ii) Breach or violation of any material provision of this Agreement by the Company, which is not remedied within five business days following notice to the Company by the Executive.

Good Reason. The occurrence of any action which (i) removes or changes Employee's title or reduces Employee's job responsibilities or base salary; (ii) results in a significant worsening of Employee's work conditions; or (iii) moves Employee's place of employment to a location that increases Employee's commute by more than thirty (30) miles over the length of Employee's commute from Employee's place of principal residence at the time the move is requested. For purposes of this subparagraph (e), any good... faith determination by Employee that any such action has occurred shall be conclusive. Notwithstanding the foregoing, at any time during the period commencing on the Effective Date and ending on the 30th day after the first anniversary of the Effective Date, except for purposes of Paragraph 5(g), "Good Reason" shall mean any reason or no reason. View More

Good Reason. Means: (i) There has been a material diminution in the Executive's responsibilities, duties, title, reporting responsibilities within the business organization, status, role or authority which is not restored within 15 days after written notice is provided to the Corporation. (ii) Removal from, or failure to re-elect, the Executive to the position of President or Chief Executive Officer. (iii) A material breach by the Corporation of any of the material terms of this Agreement if such breach is... not substantially cured within 15 days after written notice is provided to the Corporation. View More

Good Reason. For termination by the Key Employee of the Key Employee's employment shall mean the occurrence (without the Key Employee's express written consent), after any Change in Control, of any one of the following acts by the Company or subsidiary (if applicable), or failures by the Company or subsidiary (if applicable) to act, unless such act or failure to act is corrected prior to the Date of Termination specified in the Notice of Termination given in respect thereof: (I) a material reduction in the... Key Employee's authority, duties or responsibilities, which for purposes of this Agreement shall include only the assignment to the Key Employee of any duties substantially inconsistent with the Key Employee's status as a senior Key Employee officer of the Company or subsidiary (if applicable) or a material adverse alteration in the nature or status of the Key Employee's responsibilities from those in effect immediately prior to the Change in Control; (II) a material diminution in base salary as in effect immediately prior to the Change in Control; or (III) a material change in the geographic location at which the Key Employee must perform services, which for purposes of this Agreement shall include only the relocation of the Key Employee's principal place of employment to a location more than fifty (50) miles distant from the Company's headquarters immediately prior to the Change in Control or the Company's requiring the Key Employee to be based anywhere other than such principal place of employment (or permitted relocation thereof) except for reasonably required travel on the Company's business. The Key Employee's continued employment shall not constitute consent to, or a waiver of rights with respect to, any act or failure to act constituting Good Reason hereunder, provided that the Key Employee may not assert Good Reason in respect of any act or failure to act otherwise constituting Good Reason hereunder unless asserted in a Notice of Termination given in respect thereof within ninety (90) days following the date of the first occurrence of such act or failure to act. View More

Good Reason. The occurrence of any of the following events, without Executive's consent, except in connection with the termination of Executive's employment for Disability, Cause, as a result of death or by Executive other than for Good Reason and except as provided in the last sentence of this subsection (h): (i) A change in Executive's position and responsibilities (including reporting responsibilities) that represents a substantial diminution, as reasonably determined by the Board, of Executive's... position and responsibilities as in effect immediately prior thereto; (ii) The relocation of the offices of the Company at which Executive is principally employed to a location more than 50 miles from the location of such offices immediately prior to the relocation, or the Company's requiring Executive to be based anywhere other than such offices, except for required travel on the Company's business to an extent substantially consistent with the Executive's business travel obligations at the date of this Agreement; (iii) The failure of the Company to provide Executive with aggregate compensation (Base Salary and target long-term and short-term incentive compensation) or aggregate benefits that are at least equal (in terms of benefit levels and reward opportunities) to those provided by the Company to Executive immediately before the change; provided, however, that a change in compensation or benefits for all senior executives of the Company, in which Executive is treated similarly as all other executives of a comparable responsibility level, shall not constitute Good Reason under this Agreement; or (iv) The failure of the Company to obtain from its successors the express assumption and agreement required under Section 17 hereof. Notwithstanding the foregoing, Executive shall not have Good Reason for termination if, within 60 days after the date on which Executive gives notice of his or her termination, as provided in Section 6, the Company corrects the action or failure to act that constitutes the grounds for termination for Good Reason as set forth in Executive's notice of termination View More

Good Reason. The occurrence of any of the following events, without the express written consent of the Executive: (i) the Employer's material breach of any of its obligations under this Agreement; (ii) any material adverse change in Executive's duties or authority or responsibilities (including reporting responsibilities), or the assignment of duties or responsibilities to Executive materially inconsistent with her position, (iii) Executive is no longer serving as the Chief Operations Officer of the Bank... and of the Company, (iv) reduction in Executive's total annual cash compensation opportunity (i.e., Base Salary and target annual bonus), (v) a relocation of Executive's principal place of employment to a location more than fifty (50) miles from the Employer location from which the Executive was providing services immediately prior to the relocation of the Executive's place of employment, or (vi) the failure of a successor to the Employer to assume the Employer's obligations under this Agreement, provided, that, for (i) – (vi) above, Executive has given written notice to the Employer of the condition giving rise to Good Reason within ninety (90) days after its initial occurrence and the Employer fails to cure such condition within thirty (30) days following the receipt of such written notification by the Executive to the Employer. If the Employer does not remedy this condition, the Executive's employment shall be terminated on the later of (i) the 30th day following the Executive's delivery of a Notice of Termination or (ii) the 120th day after the Change in Control. View More

Good Reason. For purposes of this Agreement, "Good Reason" shall exist upon the occurrence of any of the following, without Officer's express written consent: (i) the failure of the Company to reappoint or re-elect Officer to the Officer Position; (ii) a material reduction in Officer's Base Salary or benefits provided to Officer (other than a reduction or elimination of Officer's benefits under one or more benefit plans maintained by the Company or the Bank as part of a good faith,... overall reduction or elimination of such plans or benefits applicable to all participants in a manner that does not discriminate against Officer (except as such discrimination may be necessary to comply with applicable law)); 2 (iii) a material reduction in Officer's authority, duties or responsibilities from the position and attributes associated with the Officer Position (or any successor executive position held by Officer); (iv) a relocation of Officer's principal place of employment by more than twenty-five (25) miles from the Officer's principal place of employment as of the date of this Agreement; or (v) a material breach of this Agreement by the Company. Upon the occurrence of any of the above, Officer can terminate for Good Reason and receive a payment hereunder, subject to the following. Prior to any termination of employment for Good Reason, Officer must first provide written notice to the Board within ninety (90) days following the initial existence of the condition, describing the existence of such condition, and the Company shall thereafter have the right to remedy the condition within thirty (30) days of the date the Board received the written notice from Officer, but the Company may waive its right to cure. If the Company remedies the condition within such thirty (30) day cure period, then no Good Reason shall be deemed to exist with respect to such condition. If the Company does not remedy the condition within such thirty (30) day cure period, then Officer may deliver a notice of termination for Good Reason at any time within sixty (60) days following the expiration of such cure period. View More

Good Reason. Without the Participant's consent, (i) a material reduction in the Participant's level of responsibility and/or scope of authority, (ii) a reduction by more than 10% in Participant's base salary (other than a reduction generally applicable to Participant officers of the Company and in generally the same proportion as for the Participant), or (iii) relocation of the Participant's principal workplace by more than thirty-five (35) miles from Participant's then current place of employment. For the... purpose of clause (i), a change in responsibility shall not be deemed to occur (A) solely because Participant is part of a larger organization or (B) solely because of a change in title. For the Participant to receive the benefits under this Agreement as a result of a voluntary resignation under this subsection (e), all of the following requirements must be satisfied: (1) the Participant must provide notice to the Company of his or her intent to assert Good Reason within sixty (60) days of the initial existence of one or more of the conditions set forth in subclauses (i) through (iii); (2) the Company will have thirty (30) days (the "Company Cure Period") from the date of such notice to remedy the condition and, if it does so, the Participant may withdraw his or her resignation or may resign with no benefits; and (3) any termination of employment under this provision must occur within ten (10) days of the earlier of expiration of the Company Cure Period or written notice from the Company that it will not undertake to cure the condition set forth in subclauses (i) through (iii). Should the Company remedy the condition as set forth above and then one or more of the conditions arises again within twelve months following the occurrence of a Change in Control, the Participant may assert Good Reason again subject to all of the conditions set forth herein. View More

Good Reason. Means that the Participant's employment may be terminated by the Employee for Good Reason anytime within two years following the date of a Change in Control, when Good Reason means: (a) the assignment to the Employee of any duties inconsistent in any respect with the Employee's position (including status, offices, titles and reporting requirements), authority, duties, or responsibilities or any other action by the Company that results in a diminution in such position's, authority, duties, or... responsibilities, excluding for this purpose an isolated, insubstantial , and inadvertent action not taken in bad faith and that is remedied by the Company promptly after receipt of notice thereof given by the Employee; (b) any reduction in the Employee's base salary, annual incentive target opportunity, and/or long-term incentive target opportunity below the level at which the Employee was awarded compensation immediately prior to the Change in Control; (c) the Company's requiring that the Employee to be based at any office or location other than the location at which the Employee was based immediately preceding the Change in Control or a location other than the principal executive offices of the Company, without the Employee's written consent; or (d) any requirement for the Employee to travel on Company business to a substantially greater extent than required immediately prior to the Change in Control. View More

Good Reason. For a Grantee to terminate his or her service with the Company and its Subsidiaries means that any of the following occurs without the consent of such Grantee prior to the 12 month anniversary of an Approved Transaction:(i) any material diminution in the Grantee's base compensation;(ii) the material diminution of the Grantee's official position or authority, but excluding isolated or inadvertent action not taken in bad faith that is remedied promptly after notice; or(iii) the Company... requires the Grantee to relocate his/her principal business office to a different country View More