Good Reason

Good Reason. For purposes of this Agreement, "Good Reason" shall mean a termination by Executive, without Executive's express written consent, any of the following occurs: (i) a material reduction in Executive's Base Salary or benefits provided to Executive (other than a reduction or elimination of Executive's benefits under one or more benefit plans maintained by the Bank as part of a good faith, overall reduction or 2 elimination of such plans or benefits applicable to all participants in a... manner that does not discriminate against Executive (except as such discrimination may be necessary to comply with applicable law)); (ii) a material reduction in Executive's authority, duties or responsibilities from the position and attributes associated with the Executive Position; (iii) a relocation of Executive's principal place of employment by more than twenty-five (25) miles from the Bank's main office location as of the date of this Agreement; or (iv) a material breach of this Agreement by the Bank. Notwithstanding the foregoing, prior to any termination of employment for Good Reason, Executive 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 Bank shall thereafter have the right to remedy the condition within thirty (30) days of the date the Board received the written notice from Executive, but the Bank may waive its right to cure. If the Bank 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 Bank does not remedy the condition within such thirty (30) day cure period, then Executive 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. (i) a reduction by the Company or any of its Subsidiaries in Executive's Base Salary beyond what is permitted by Section 3(a) of the Employment Agreement or in his or her Target Bonus; (ii) a material diminution in the Executive's position with the Company, such that the Executive is required to perform duties and responsibilities following the Change in Control which would have been assigned to a position that would have been below the level of Vice President under the title structure... in effect at the Company immediately prior to the Change in Control; (iii) the relocation of Executive's principal place of employment to a geographic location greater than fifty (50) miles from the Company's headquarters immediately prior to the Change in Control, (iv) the occurrence of a Change in Control in which the acquiror does not assume the obligations of the Company or its Subsidiaries under the Employment Agreement; and (v) any material failure by the Company or any Subsidiary to pay the Executive any compensation when otherwise due under the terms of the Employment Agreement; provided, however, that Executive may resign for Good Reason only if (i) he or she has given the Company written notice of its breach within 90 days of the date that the Executive discovers such breach and (ii) the Company has not remedied such breach on or before the 30th day following the Company's receipt of such notice. View More

Good Reason. For the Executive to terminate the Executive's employment hereunder shall mean the occurrence of any of the following events without the Executive's consent; provided however, that any resignation by the Executive due to any of the following conditions shall only be deemed for Good Reason if: (i) the Executive gives the Company written notice of the intent to terminate for Good Reason within 90 days following the first occurrence of the condition(s) that the Executive believes constitutes Good... Reason, which notice shall describe such condition(s); (ii) the Company fails to remedy, if remediable, such condition(s) within 30 days following receipt of the written notice (the "Cure Period") of such condition(s) from the Executive; and (iii) Executive actually resigns his employment within the first 15 days after expiration of the Cure Period: 4.4.1 a material breach of this Agreement by the Company; 4.4.2 a material reduction by the Company of the Executive's Base Salary as initially set forth herein or as the same may be increased from time to time; 4.4.3 a material reduction in the Executive's authority, duties or responsibilities; or 4.4.4 the Company relocates the facility that is the Executive's principal place of business with the Company to a location that requires an increase in the Executive's one-way driving distance by more than 35 miles. View More

Good Reason. Means, with respect to any particular Participant, voluntary resignation of employment with the Company by such Participant within thirty (30) days of the occurrence of one or more of the following undertaken by the Company following the occurrence of a Change of Control without such Participant's consent: (i) a change in such Participant's title and reporting relationships together with the assignment to such Participant of duties or responsibilities that results in a material diminution in... Participant's primary function with the Company; (ii) a material reduction by the Company in Purchaser's annual base salary; provided, however, that Good Reason shall not be deemed to have occurred in the event of a reduction in Purchaser's annual base salary that is pursuant to a salary reduction program affecting substantially all of the employees of the Company and that does not adversely affect Purchaser to a greater extent than other similarly situated employees; or (iii) a relocation of Participant's principal business office to a location more than fifty (50) miles from the immediately preceding location, except for travel in connection with Company business. View More

Good Reason. Means the occurrence of any of the following conditions: (i) any material breach of this Agreement by the Association, including without limitation any of the following: (A) a material diminution in the Executive's base compensation, (B) a material diminution in the Executive's authority, duties or responsibilities as prescribed in Section 2, or (C) any requirement that the Executive report to a corporate officer or employee of the Association instead of reporting directly to the Chairman of... the Board and Chief Executive Officer of the Association (the "Association Board"), or (ii) any material change in the geographic location at which the Executive must perform his services under this Agreement; provided, however, that prior to any termination of employment for Good Reason, the Executive must first provide written notice to the Association within ninety (90) days of the initial existence of the condition, describing the existence of such condition, and the Association shall thereafter have the right to remedy the condition within thirty (30) days of the date the Association received the written notice from the Executive. If the Association remedies the condition within such thirty (30) cure period, then no Good Reason shall be deemed to exist with respect to such condition. If the Association does not remedy the condition within such thirty (30) day cure period, then the Executive 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. The occurrence of one or more of the following without the consent of the Participant: (a) a material reduction in the Participant's base salary or incentive compensation opportunity (other than a general reduction that affects all similarly situated Participants equally) (b) a material reduction of Participant's duties and responsibilities or an adverse change in Participant's title, or (c) a transfer of Participant's primary workplace by more than thirty-five (35) miles from the location of... Participant's current primary workplace, provided, that Participant shall first have given the Company written notice that an event or condition constituting Good Reason has occurred and specifying in reasonable detail the circumstances constituting such Good Reason within thirty (30) days after such occurrence, and the Company shall have a period of thirty (30) days after receiving such written notice to effectively cure or remedy such occurrence, and provided, further, that, that in the case of a Participant who has an employment agreement with the Company or any Subsidiary or Affiliate in which "Good Reason" is defined, "Good Reason" shall be determined in accordance with such definition. View More

Good Reason. For purposes of this Agreement, "Good Reason" means Executive's resignation within thirty (30) days following the expiration of any Company cure period (discussed below) following the occurrence of one or more of the following, without Executive's express written consent: (i) the assignment to Executive of any duties, the reduction of Executive's duties or the removal of Executive from his or her position and responsibilities, either of which must result in a material diminution of Executive's... authority, duties, or responsibilities with the Company in effect immediately prior to such assignment, unless Executive is provided with a comparable position (i.e., a position of equal or greater organizational level, duties, authority, compensation and status); (ii) A material reduction in Executive's Base Salary, unless the Company also similarly reduces the base salaries of all other similarly situated employees of the Company (and, if applicable, its successor) (for these purposes, a reduction of Executive's Base Salary by 10% or more will be considered material, provided that a reduction of less than 10% may still be material based on the facts and circumstances relating to the reduction); (iii) a material change in the geographic location of Executive's primary work facility or location; provided, however, that a relocation of less than thirty five (35) miles from Executive's then present location will not be considered a material change in geographic location; or (iv) the failure of the Company to obtain assumption of this Agreement by any successor, which shall be deemed a material breach by the Company of this Agreement. Executive will not resign for Good Reason without first providing the Company with written notice of the acts or omissions constituting the grounds for "Good Reason" within ninety (90) days of the initial existence of the grounds for "Good Reason" and a reasonable cure period of not less than thirty (30) days following the date of such notice. View More

Good Reason. For termination by the Executive of the Executive's employment shall mean the occurrence (without the Executive's express written consent) during the Term of this Agreement, of any one of the following acts by the Company, or failures by the Company to act

Good Reason. For your resignation of your employment will exist following the occurrence of any of the following without your consent: (A) a material reduction or change in job duties, responsibilities or authority inconsistent with your position with the Company and your prior duties, responsibilities or authority; (B) a reduction of your then current base salary by more than 10 percent (10%) or (C) a relocation of the principal place for performance of your duties to the Company to a location more than... twenty-five (25) miles from the Company's then current location; provided that you give 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 you 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 your written notice and you terminate employment within one hundred twenty (120) days following the date on which you received notice from the Company of the event forming the basis for the Good Reason resignation. View More

Good Reason. A) a material and adverse change in the Executive's duties or responsibilities; provided that a separation of the role of Chairman of the Board from Executive's duties or responsibilities shall not be a material and adverse change; c) a reduction in the Executive's Base Salary or target Annual Bonus percentage; or d) breach by the Company of any material provision of this Agreement; provided, that the Executive must give notice of termination for Good Reason within 60 days of the occurrence of... the first event giving rise to Good Reason. View More