Good Reason

Good Reason. Means, 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 Participant's consent: (i) the assignment, reduction or removal of Participant's duties or position, either of which results in a material diminution in Participant's authority, duties or responsibilities with the Company in effect immediately prior to such assignment, reduction or removal; (ii) a material reduction by the Company... of Participant's base salary as in effect immediately prior to such reduction; or (iii) the material change in geographic location of Participant's principal place of performing his or her duties as a Service Provider of the Company by more than fifty (50) miles. In order for an event to qualify as Good Reason, Participant must not terminate as a Service Provider 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. The occurrence, without the Executive's consent, of any of the following prior to the end of the Severance Period: (i) (A) a significant adverse change in the nature or scope of the authorities, powers, functions, responsibilities or duties attached to the position with the Company which the Executive held immediately prior to the Change of Control, or (B) a reduction in the Executive's Base Pay or opportunities for incentive compensation pursuant to any incentive compensation plan or program... established by the Company other than a reduction which is applied generally to other Executives in a similar manner, any of which is not remedied by the Company within thirty (30) calendar days after receipt by the Company of written notice from the Executive of such change or reduction; or (ii) the Company requires the Executive to have his principal location of work changed to any location that is in excess of 50 miles from the location thereof immediately prior to or after the Change of Control. Any notification to be given by the Executive in accordance with Section 3(n)(i) or 3(n)(ii) shall specifically identify the change, reduction or breach to which the notification relates and must be given by the Executive within ninety (90) days of the initial existence of the conditions giving rise to such change, reduction or breach. Failure of the Executive to timely provide notice to the Company shall be deemed to constitute the Executive's consent to such change, reduction or breach and the Executive shall thereafter waive his right to terminate for Good Reason as a result of such specific change, reduction or breach. For the Executive to be considered to have terminated for "Good Reason", the Executive must Separate from Service no later than sixty (60) days following the existence of the Good Reason. View More

Good Reason. A. there is any reduction after the Change Effective Date (as defined below) in Executive's base salary and/or bonus opportunity without Executive's express written consent; b. there is any reduction after the Change Effective Date in the scope, importance or prestige of Executive's duties, responsibilities or powers at the Company without Executive's express written consent; or c. the Company transfers Executive's primary work site to a new primary work site which is more than 30 miles... (measured along a straight line) from Executive's then current primary work site unless such new primary work site is closer (measured along a straight line) to Executive's primary residence than Executive's then current primary work site. View More

Good Reason. With respect to any Participant, action taken by Company, without the Participant's express written consent, that results in: (i) A material adverse change in Participant's authority, duties, responsibilities, or base compensation, except to the extent that such changes in base compensation are part of a generally applicable reduction in compensation of all of the Company's executives; (ii) A relocation of more than 50 miles of the office from which Participant is expected to perform their... duties; or (iii) A material breach of the terms of this Plan (iv) the failure of the Company to obtain the assumption of this Plan from any successor. In all cases, Participant must provide notice to Company of the existence of a condition described in (i), (ii) (iii) or (iv) above within thirty (30) days of the initial existence of the condition, upon the notice of which Company shall have thirty (30) days thereafter in which to remedy the condition. If the Good Reason condition is not remedied within the 30-day remedy period, Participant shall receive the severance benefit described in Section 3 only if Participant terminates employment within thirty business days following the expiration of the 30-day remedy period View More

Good Reason. Shall mean (i) any reduction of Employee's salary or any reduction or elimination of any other compensation or benefit plan, which reduction or elimination is not of general application to substantially all employees of the Bank or such employees of any successor entity or of any entity in control of the Bank, (ii) any changes in Employee's authority or duties substantially inconsistent with Employee's then office position; or (iii) any transfer to a location more than thirty miles from... Employee's then office location. View More

Good Reason. That one or more of the following are undertaken by the Corporation, its Subsidiaries or Affiliates or any successor to the Corporation without the Employee's written consent: (i) the assignment to the Employee of any duties or responsibilities that results in a material diminution in the Employee's position or function as in effect immediately prior to the effective date of a Change of Control; provided, however, that a change in the Employee's title or reporting relationships shall not... provide the basis for a voluntary termination with Good Reason; (ii) a reduction, without the Employee's written consent, by the Corporation, its Subsidiaries or Affiliates or any successor to the Corporation in the Employee's annual base salary, as in effect on the effective date of the Change of Control or as increased thereafter; (iii) any failure by the Corporation, its Subsidiaries or Affiliates or any successor to the Corporation to continue in effect (or substantially replace in the aggregate) any material benefit plan or program in which the Employee was participating immediately prior to the effective date of the Change of Control (hereinafter referred to as "Benefit Plans"), or the taking of any action by the Corporation, its Subsidiaries or Affiliates or any successor to the Corporation that would adversely affect the Employee's participation in or reduce the Employee's benefits under the Benefit Plan; provided, however, that no voluntary termination of Service with Good Reason shall be deemed to have occurred if the Corporation, its Subsidiaries or Affiliates or any successor to the Corporation provide for the Employee's participation in benefit plans and programs that, taken as a whole, are comparable to the Benefit Plans; (iv) a relocation of the Employee's business office to a location more than 50 miles from the location at which the Employee performs duties as of the effective date of the Change of Control, except for required travel by the Employee on the Corporation's, its Subsidiaries' or Affiliates' or any successor to the Corporation's business to an extent substantially consistent with the Employee's business travel obligations prior to the effective date of the Change of Control; or (v) a material breach by the Corporation, its Subsidiaries or Affiliates or any successor to the Corporation concerning the terms and conditions of the Employee's employment. View More

Good Reason. That Executive has complied with the "Good Reason Process" (hereinafter defined) following the occurrence of any of the following events: (A) a substantial diminution or other substantive adverse change, not consented to by Executive, in the nature or scope of Executive's responsibilities, authorities, powers, functions or duties; (B) any removal, during the term of this Agreement, from Executive of his titles as an officer of Parent; (C) an involuntary reduction in Executive's Base Salary... except for across-the-board reductions similarly affecting all or substantially all management employees; (D) a breach by the Company of any of its other material obligations under this Agreement and the failure of the Company to cure such breach within thirty (30) days after written notice thereof by Executive; (E) the involuntary relocation of the Company's offices at which Executive is principally employed or the involuntary relocation of the offices of Executive's primary workgroup to a location more than thirty (30) miles from such offices, or the requirement by the Company that Executive be based anywhere other than the Company's offices at such location on an extended basis, except for required travel on the Company's business to an extent substantially consistent with Executive's business travel obligations; or (F) A reduction in Executive's opportunity for annual incentive compensation below the annual incentive opportunity most recently in effect under the Company's Executive Bonus Incentive Plan prior to the Change in Control. View More

Good Reason. Shall mean any of the following actions that is effected by the Company: (a) A reduction of Employee's base salary as in effect immediately following the Effective Time; (b) A reduction of Employee's annual target bonus opportunity as in effect immediately following the Effective Time; (c) Any material reduction in the nature or scope of Employee's responsibilities as in effect immediately following the Effective Time that is not cured within 30 days after written notice thereof by Employee to... the Company; or (d) A requirement by the Company, without Employee's consent, to relocate Employee to a location that is greater than 50 miles from the location of the office in which Employee primarily performs Employee's duties of employment immediately following the Effective Time; provided that written notice of Employee's resignation for Good Reason must be delivered to the Company within 45 days after the occurrence of any such Company action in order for Employee's resignation with Good Reason to be effective hereunder. View More

Good Reason. The occurrence after a Change in Control of any of the events or conditions described in subsections (1) through (9) hereof: (1) a change in the Executive's status, title, position or responsibilities (including reporting responsibilities) which, in the Executive's reasonable judgment, represents an adverse change from his status, title, position or responsibilities as in effect at any time within one year preceding the date of a Change in Control or at any time thereafter; the assignment to... the Executive of any duties or responsibilities which, in the Executive's reasonable judgment, are inconsistent with his status, title, position or responsibilities as in effect at any time within one year preceding the date of a Change in Control or at any time thereafter; or any removal of the Executive from or failure to reappoint or reelect him to any of such offices or positions, except in connection with the termination of his employment for Disability, Cause, as a result of his death or by the Executive other than for Good Reason; (2) a reduction in the Executive's base salary or the failure of the Company to (i) pay to the Executive an annual bonus in cash at least equal to the annual bonus paid to the Executive in respect of the most recently completed fiscal year prior to the Change in Control, such bonus to be paid no later than the end of the third month of the fiscal year next following the fiscal year for which the annual bonus is awarded, unless the Executive shall elect to defer the receipt of such annual bonus, (ii) increase the Executive's base salary, annual bonus and any other incentive compensation, including performance shares and options, consistent with the Company's practice prior to the Change in Control or, if greater, as the same may be increased from time to time for other key executive officers of the Company and its affiliated companies, or (iii) pay to the Executive any compensation or benefits to which he is entitled within five days of the date due; (3) the Company's requiring the Executive to be based at any place outside a 30-mile radius from the Company's offices where he was based prior to the Change in Control, except for reasonably required travel on the Company's business which is not materially greater than such travel requirements prior to the Change in Control; (4) the failure by the Company to (A) continue in effect (without reduction in benefit level and/or reward opportunities) any material compensation or employee benefit plan (including, without limitation, long-term disability, medical, dental, life insurance, flexible spending account, pre-tax insurance premiums, vacation pay, pension and profit-sharing) in which the Executive was participating at any time within one year preceding the date of a Change in Control or at any time thereafter, unless such plans are replaced with plans that provide substantially equivalent compensation or benefits to the Executive, (B) provide the Executive with compensation and benefits, in the aggregate, at least equal (in terms of benefit levels and/or reward opportunities) to those provided for under each other employee benefit plan, program and practice in which the Executive was participating at any time within one year preceding the date of a Change in Control or at any time thereafter, or (C) permit the Executive to participate in any or all incentive, savings, retirement plans and benefit plans, fringe benefits, practices, policies and programs applicable generally to other key executives of the Company and its affiliated companies; (5) the insolvency or the filing (by any party, including the Company) of a petition for bankruptcy of the Company, which petition is not dismissed within 60 days; (6) any material breach by the Company of any provision of this Agreement; (7) any purported termination of the Executive's employment for Cause by the Company which does not comply with the terms of Section 2.2; (8) the disposition of all, or substantially all, of the assets of the Company; or (9) the failure of the Company to obtain an agreement, satisfactory to the Executive, from any Successors and Assigns to assume and agree to perform this Agreement, as contemplated in Section 6 hereof. (b) Any event or condition described in Section 2.6(a) (1) through (9) above which occurs prior to a Change in Control but which the Executive reasonably demonstrates (1) was at the request of a Third Party, or (2) otherwise arose in connection with, or in anticipation of, a Change in Control which actually occurs, shall constitute Good Reason for purposes of this Agreement notwithstanding that it occurred prior to the Change in Control. View More

Good Reason. The meaning assigned to such term in any written employment agreement between Investor and the Company or any Subsidiary or, in the absence of any such written employment agreement, shall mean if Investor resigns from employment with the Company and its Subsidiaries as a result of one or more of the following reasons: (i) the Company reduces the amount of Investor's base salary or cash bonus opportunity (it being understood that the Board shall have discretion to set the Company's and the... Investor's personal performance targets to which the cash bonus will be tied), (ii) the Company adversely changes Investor's reporting responsibilities, titles or office as in effect as of the date hereof or reduces his/her position, authority, duties, responsibilities or status materially inconsistent with the positions, authority, duties, responsibilities or status Investor then holds, (iii) any successor to the Company in a Sale of the Company does not expressly assume any material obligation of the Company to Investor under any agreement or plan pursuant to which Investor receives benefits or rights, or (iii) the Company changes Investor's place of work to a location more than 50 miles from Investor's present place of work View More