Good Reason

Good Reason. With respect to the termination of this Agreement, (i) any failure to obtain a satisfactory agreement from any successor to the Company and the Partnership to assume and agree to perform the Company's and the Partnership's obligations under this Agreement; or (ii) any material breach of this Agreement by the Company, provided that (x) the Company does not cure such material breach within 60 days of receiving notice of such material breach from the Advisor, or (y) such material breach is not of... a nature that can be remedied within such period. View More

Good Reason. The occurrence of one of the following events, provided that the Covered Employee has first provided written notice to the Company within ninety (90) days following such event, the Company fails to cure such event within thirty (30) days following the delivery of such notice and the Covered Employee terminates employment within thirty (30) days after expiration of such cure period: (i) the material reduction in the Covered Employee's base salary, except for across-the-board salary reductions... based on the Company's financial performance similarly affecting all or substantially all senior management employees of the Company; (ii) a relocation of the Covered Employee's principal place of employment by more than fifty (50) miles; (iii) a material, adverse change in the Covered Employee's title, authority, duties, or responsibilities (other than temporarily while the Covered Employee is physically or mentally incapacitated or as required by applicable law); or (iv) a material adverse change in the Covered Employee's reporting structure. View More

Good Reason. The occurrence of any of the following events: (i) the Optionee's being subject to illegal harassment for which the Company is responsible; (ii) a material, comprehensive and adverse change in the Optionee's job description, responsibilities or direct support staff size; (iii) a reduction of more than 15% in the Optionee's earnings from his or her earnings in the previous fiscal year, except for across-the-board salary reductions similarly affecting all or substantially all management employees... and reductions related to the Optionee's job performance; or (iii) the relocation of the office at which the Optionee is principally employed to a location more than fifty (50) miles from such office View More

Good Reason. Shall mean any of the following: (a) during the period (1) beginning with the earliest to occur of the following three dates, as applicable: (A) twelve (12) months prior to the execution of a definitive agreement regarding a Reorganization of the Bank or (B) if a Reorganization has been mandated by federal statute, rule, regulation or directive, twelve (12) months prior to the effective date of such Reorganization or (C) twelve (12) months prior to the adoption of a plan or proposal for the... liquidation or dissolution of the Bank, and (2) ending twenty-four (24) months after the effective date of such Reorganization, (i) a material change in the Executive's status, position, job title or principal duties and responsibilities as a key employee of the Bank which does not represent a promotion from the Executive's status and position as in effect as of the date hereof ("Position"), or (ii) the assignment to the Executive of any duties or responsibilities (or removal of any duties or responsibilities), which assignment or removal is materially inconsistent with such Position, or (iii) any removal of the Executive from such Position (including, without limitation, all demotions and harassing assignments), except in connection with the termination of the Executive's employment for Cause or Disability, or as a result of the Executive's death; (b) within twenty-four (24) months after the effective date of a Reorganization of the Bank, (a) a reduction by the Bank in the Executive's base salary as in effect immediately prior to such Reorganization, or (b) the Bank's (or its successor's) failure to increase (within 12 months of the Executive's last increase in base salary) the Executive's base salary after a Reorganization of the Bank in an amount which is not less than 50% of the average percentage increase in base salary for all officers of the Bank effected in the preceding twelve (12) months; (c) within twenty-four (24) months after the effective date of a Reorganization of the Bank, (a) any failure by the Bank to continue in effect any plan or arrangement, including, without limitation, benefit and incentive plans, in which the Executive is participating immediately prior to such Reorganization (hereinafter referred to as "Plans"), unless such Plans have been replaced with similar benefits that are not materially less than the Executive's benefits under such Plans, or (b) the taking of any action by the Bank which would adversely affect the Executive's participation in or materially reduce the Executive's benefits under any such Plan or in or under fringe benefits enjoyed by the Executive immediately prior to the time of such Reorganization of the Bank; (d) any material breach by the Bank of any provisions of this Agreement or any other agreement with the Executive; or 3 (e) any failure by the Bank or its successors and assigns to obtain the assumption of this Agreement by any successor or assign of the Bank. View More

Good Reason. The occurrence of any of the following events during the Covered Termination Period: (i) (A) a material diminution in the Executive's base compensation as in effect immediately prior to the beginning of the period or as the same may be increased from time to time thereafter or (B) a material diminution in the Executive's authority, duties or responsibilities as in effect immediately prior to the beginning of the period; (ii) any material breach of this Agreement by the Bank; or (iii) any change... in the geographic location of the Bank or any successor entity to the Bank by more than fifty (50) miles. View More

Good Reason. The occurrence of any of the following conditions without your consent, provided that you have first given written notice to the Company of the existence of the condition within 90 days of its first occurrence, and the Company has failed to remedy the condition within 30 days thereafter: (i) a material reduction in the your duties, responsibilities, or authority (except in connection with the termination of your employment for Cause); (ii) a material reduction in the duties, responsibilities,... or authority of the person to whom you report; (iii) any reduction in your base salary or failure to pay you any base pay or bonus to which you are entitled; (iv) any material breach by the Company of its obligations under this Agreement or any other agreement with you; (v) requiring you to be principally based at any office or location more than 50 miles from Minneapolis, Minnesota (other than for normal travel in connection with your performance of the duties and responsibilities of your position with the Company); or (vi) the failure of the Company to assign this Agreement to a successor pursuant to Section 20(e), or failure of such successor to explicitly assume and agree to be bound by this Agreement. View More

Good Reason. Any one of the following events, without Executive's written consent, following a Change in Control: (i) the assignment to Executive of duties materially inconsistent with Executive's then-current level of authority or responsibilities, or any other action by the Company or an Affiliate that results in a material diminution in Executive's position, compensation, authority, duties or responsibilities; (ii) a breach by the Company or an Affiliate of any material term or covenant of any agreement... with Executive; (iii) a requirement that Executive be based at any office or location that is more than twenty-five (25) miles from the Executive's principal office location immediately preceding a Change in Control; or (iv) a failure by any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company or the Affiliate employing Executive to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company or an Affiliate would be required to perform it if no such succession had taken place. Executive must provide the Company or Sonabank, as applicable, written notice of any claim of Good Reason within ninety (90) days after the occurrence of any action/inaction giving rise to such claim, and the Company or its Affiliate will have ten (10) Business Days to cure such claim. View More

Good Reason. Shall mean: (i) without his express written consent, the assignment to Employee of any duties inconsistent with his title, position, duties, responsibilities and status with Employer as contemplated by Section 2, or any other action by Employer that results in a diminution of Employee's title, duties, position or reporting relationships, or any removal of Employee from, or any failures to re-elect Employee to, any of such positions, except in connection with the termination of his employment... for Cause or as a result of his Disability or death, or termination by Employee other than for Good Reason; provided, however, that insubstantial or inadvertent actions not taken in bad faith which are remedied by Employer promptly after receipt of notice thereof given by Employee shall not constitute Good Reason to terminate employment hereunder; (ii) a significant adverse change in the nature or scope of the authorities, powers, functions or duties attached to Employee's position with Employer, any reduction in Employee's base salary, or a significant reduction in the aggregate employee benefits provided to Employee without his prior written consent, unless such reduction applies equally to other similarly situated employees of Employer, in each case, which is not remedied within ten (10) calendar days after receipt by Employer of written notice from the Employee of such change or reduction, as the case may be; (iii) a determination by Employee made in good faith that he has been rendered substantially unable to carry out, or has been substantially hindered in the performance of, any of the authorities, powers, functions, responsibilities or duties attached to his position, which situation is not remedied within thirty (30) calendar days after receipt by Employer of written notice from Employee of such determination; (iv) Employer relocating its principal executive offices or requiring Employee to relocate his principal location of work to a location which is in excess of fifty (50) miles from the current location thereof, or requiring Employee to travel away from his office in the course of discharging his responsibilities or duties hereunder more than thirty (30) consecutive calendar days or an aggregate of more than one hundred twenty (120) calendar days in any consecutive three hundred sixty-five (365) calendar-day period, without in either case his prior consent; (v) failure by Employer to require any successor (whether direct or indirect, by purchase, merger consolidation or otherwise) to all or substantially all of the business and/or assets of Employer, by agreement in form and substance satisfactory to Employee, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that Employer would be required to perform it if no such succession had taken place; or (vi) any material breach of this Agreement by Employer. View More

Good Reason. Shall mean: (i) without your express written consent, your assignment to any duties inconsistent with your title, position, duties, responsibilities and status with Centennial as contemplated by Sections 1 and 2, or any other action by Centennial that results in a diminution of your title, duties, position or reporting relationships, or your removal from, or any failures to re-elect you to, any of such 6 positions, except in connection with the termination of your employment for... Cause or as a result of your Disability or death, or termination by you other than for Good Reason; provided, however, that insubstantial or inadvertent actions not taken in bad faith which are remedied by Centennial promptly after receipt of notice thereof given by you shall not constitute Good Reason to terminate employment hereunder; (ii) a significant adverse change in the nature or scope of the authorities, powers, functions or duties attached to your position with Centennial, any reduction in your base salary, or a significant reduction in the aggregate employee benefits provided to you without your prior written consent, unless such reduction applies equally to other similarly situated employees of Centennial, in each case, which is not remedied within ten (10) calendar days after receipt by Centennial of written notice from you of such change or reduction, as the case may be; (iii) a determination by you made in good faith that you have been rendered substantially unable to carry out, or have been substantially hindered in the performance of, any of the authorities, powers, functions, responsibilities or duties attached to your position, which situation is not remedied within thirty (30) calendar days after receipt by Centennial of written notice from you of such determination; (iv) Centennial relocating its principal executive offices or requiring you to relocate your principal location of work to a location which is in excess of fifty (50) miles from the current location thereof, or requiring you to travel away from your office in the course of discharging your responsibilities or duties hereunder more than thirty (30) consecutive calendar days or an aggregate of more than one hundred twenty (120) calendar days in any consecutive three hundred sixty-five (365) calendar-day period, without in either case your prior consent; (v) failure by Centennial to require any successor (whether direct or indirect, by purchase, merger consolidation or otherwise) to all or substantially all of the business and/or assets of Centennial, by agreement in form and substance satisfactory to you, to expressly assume and agree to perform this letter in the same manner and to the same extent that Centennial would be required to perform it if no such succession had taken place; or (vi) any material breach of this letter by Centennial. View More

Good Reason. The occurrence of any of the following events without the express written consent of the Contractor: (i) any material change to this Agreement; or (ii) a material breach by the Company of this Agreement. (iii) the Company's re-location of the Contractor's place of work to a distance not less than 50 miles by usual highways from the Contractor's agreed place of work at the effective date of this agreement, without mutual agreement of the Contractor and the Company.