Good Reason

Good Reason. The Company ceases to be publicly owned; or (b) Daniel G. Cohen is no longer the Chief Executive Officer of the Company.

Good Reason. Without Executive's consent,: (a) the material reduction of Executive's title, authority, duties and responsibilities or the assignment to Executive of duties materially inconsistent with Executive's position or positions with the Company; (b) a reduction in Base Salary of the Executive; or (c) the Company's material and willful breach of this Agreement.

Good Reason. Any of the following events or circumstances that occur without Executive's written consent (which has not been Cured by Company within thirty (30) days after receipt of written notification of the event or circumstance from Employee): (i) the alteration of Executive's position (except as a result of Executive's physical or mental illness or incapacity) in a way that significantly changes his status, authority, daily routine responsibilities or reporting relationships and thereby creates a... material diminution in his position; (ii) a relocation of Executive's principal base of employment to more than forty (40) miles from Woodbury, New York; (iii) a material reduction in Executive's base salary and/or target bonus opportunity in effect at the time of execution of this Severance Agreement, unless such reduction is part of a salary and/or bonus opportunity reduction program affecting senior executives of Company generally; (iv) a material reduction of Executive's aggregate employee benefits below the aggregate level available to Executive at the time of the execution of this Severance Agreement, unless any such reduction in employee benefits results from Company changing its benefit plans or arrangements applicable to other similarly situated employees of Company in addition to Executive or unless the change results from Executive failing to take appropriate steps to obtain benefits or satisfy eligibility requirements (e.g., not submitting benefit forms during open enrollment period or otherwise satisfying eligibility requirements); or (v) in the event of a Change in Control, (a) Company fails to obtain agreement from the successor to Company to either assume the Company's obligations under this Severance Agreement or enter into an agreement with Executive providing sufficient incentives for Executive to waive any rights he may have pursuant to this Severance Agreement and (b) Executive does not receive or accept an offer of employment with the successor. View More

Good Reason. That an Executive shall have made a good faith determination that one or more of the following has occurred: (i) any significant and adverse change in the Executive's duties, responsibilities and authority, as compared in each case to the corresponding circumstances in place on the Reference Date; (ii) a relocation of the Executive's principal work location as established on the Reference Date to a location that is more than 30 miles away from such location; (iii) a reduction in the... Executive's salary or bonus potential that is not in either case agreed to by the Executive, or any other significant adverse financial consequences associated with the Executive's employment as compared to the corresponding circumstances in place on the Reference Date; or (iv) a breach by any Employer of its obligations under any agreement to which the Employer and the Executive are parties that is not cured within 20 business days following the Employer's receipt of a written notice from the Executive specifying the particulars of such breach in reasonable detail View More

Good Reason. Shall mean (i) a substantial reduction of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction, without the Employee's express written consent and without good business reasons, (ii) a material reduction of the Employee's Base Salary, (iii) a material reduction in the kind or level of employee benefits to which the Employee is entitled immediately prior to such reduction, with the result that the Employee's overall... benefits package is significantly reduced, (iv) the relocation of the Employee to a facility or location more than thirty (30) miles from his or her current location, without the Employee's express written consent, or (v) the failure of the Company to obtain the assumption of this Agreement by any successor, as contemplated in Section 6(a) below. Clause (iii) above shall not apply in the event of any reduction of the amount of the bonus actually paid but shall apply in the event of a material reduction of the target bonus or bonus opportunity. A condition shall not be considered "Good Reason" unless the Employee gives the Company written notice of such condition within ninety (90) days after such condition comes into existence and the Company fails to remedy such condition within thirty (30) days after receiving the Employee's written notice. View More

Good Reason. Means Executive's termination of his employment with the Company and its Subsidiaries due to (i) any material diminution in Executive's position, authority or duties with the Company or its Subsidiaries; (ii) the Company or any of its Subsidiaries reassigning Executive to work at a location that is more than seventy-five (75) miles from his current work location or (iii) the failure of the Company and its Subsidiaries to pay Executive's compensation or bonuses or to provide benefit as agreed by... the Company or its Subsidiaries and Executive or, as to benefits, as generally made available to employees in Executive's position with the Company or its Subsidiaries, which is not cured within ten (10) days after written notice from Executive. Executive's resignation for Good Reason must be delivered within thirty (30) days after the occurrence of the event giving rise to the resignation. View More

Good Reason. With respect to the termination of this Agreement, (i) any failure to obtain a satisfactory agreement from any successor to the Company to assume and agree to perform the Company's obligations under this Agreement; or (ii) any material breach of this Agreement of any nature whatsoever by the Company; provided that such breach (a) is of a material term or condition of this Agreement and (b) the Company has not cured such breach within 30 days of written notice thereof or, in the case of any... breach that cannot be cured within 30 days by reasonable effort, has not taken all necessary action within a reasonable time period to cure such breach. View More

Good Reason. Means any act, decision or omission by the Company that: (A) materially modifies, reduces, changes, or restricts Employee's salary as in existence as of the date hereof or as of the date prior to any such change, whichever is more beneficial for Employee at the time of the act, decision, or omission by the Company; (B) materially modifies, reduces, changes, or restricts the Employee's Benefits as a whole as in 2 existence as of the date hereof or as of the date prior to any such... change, whichever are more beneficial for Employee at the time of the act, decision, or omission by the Company; (C) materially modifies, reduces, changes, or restricts the Employee's authority, duties, or responsibilities commensurate with the Employee's Position but excluding the effects of any reductions in force other than the Employee's own termination; (D) results in a Relocation Event; (E) constitutes a failure or refusal by any Company Successor to assume this Agreement; or (F) involves or results in any material failure by the Company to comply with any provision of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of written notice thereof given by the Employee. Notwithstanding the foregoing, no event shall constitute "Good Reason" unless (i) the Employee first provides written notice to the Company within ninety (90) days of the event(s) alleged to constitute good reason, with such notice specifying the grounds that are alleged to constitute good reason, and (ii) the Company fails to cure such a material breach to the reasonable satisfaction of the Employee within thirty (30) days after Company's receipt of such written notice. View More

Good Reason. And shall be deemed to exist if, (a) without the written consent of the Executive, (i) the Employers fail to appoint or reappoint the Executive as President and Chief Operating Officer of the Bank, (ii) there occurs any material change by the Employers to the Executive's function, duties or responsibilities as set forth in Section 4.1 of this Agreement, which change would cause the Executive's position with the Employers to become one of lesser responsibility, importance or scope from the... position and attributes thereof as set forth in Section 4.1 of this Agreement, (iii) there occurs any material breach of this Agreement by the Employers or (iv) the Employers fail to obtain a satisfactory agreement from any successor(s) to assume and agree to perform the Employers obligations under this Agreement, or (b) a Change in Control occurs, whether or not the Executive has consented , in writing or otherwise, to such Change in Control View More

Good Reason. The occurrence of any of the following events, except for occurrence of such an event in connection with the termination of your employment or reassignment by the Company or an Affiliate for Cause, for disability or for death, provided you have given the Company written notice within ninety (90) days of the initial existence of the Good Reason event and the Company has not cured such event within thirty (30) days of the receipt of such notice: (a) a material diminution, either prior to... or following a Change of Control, of your authority, duties or responsibilities from your authority, duties or responsibilities as of the date of this Agreement; or (b) a material diminution, either prior to or following a Change of Control, in your base compensation (specifically excluding any long-term incentive compensation for which you are eligible), excluding any reduction caused by a restructuring by management of benefits for the employees of the company as a whole that affects you in a manner comparable to other senior executives of the Company; or (c) a material change in the geographic location at which you perform your services following a Change of Control (but in no event including a relocation that does not increase the actual distance required for you to commute from your home to the new place of business by more than 10 miles). View More