Good Reason

Good Reason. A Participant's resignation of employment from all applicable members of the Premier Group due to: (i) a material reduction of the Participant's base salary without the Participant's consent; (ii) a material reduction in the Participant's authority, duties or responsibilities without the Participant's consent, but excluding any such reductions made in good faith to conform with applicable law or accounting/public company standards; or (iii) a relocation of the Participant to a location outside... a fifty (50) mile radius of the Participant's primary office location. In all instances, a Participant must provide the Chair of the Board of Directors / Managers of the Participant's Premier Group employer (in the case of the CEO) or the CEO of the Participant's Premier Group employer (in the case of other Participants) written notice of the asserted instances constituting 'Good Reason' within ninety (90) calendar days of the initial existence of the condition(s). Further, 'Good Reason' shall not mean or include resignation by a Participant for conditions (i) – (iii) if cured or remedied by the appropriate Premier Group member(s) within thirty (30) calendar days of receiving the Participant's notice. View More

Good Reason. The occurrence of any of the following conditions, without the Executive's written consent: (a)The Company requiring the Executive to relocate to any office or location more than 50 miles (one-way) from the Executive's primary office at the time this Agreement is made.

Good Reason. Shall mean (i) a material breach by the Corporation or Successor Corporation of any of the material terms of any employment agreement then in effect between the Corporation or Successor Corporation, as the case may be, and the Participant or Participant and the expiration of any applicable notice or cure periods relating thereto, (ii) a requirement by the Corporation or Successor Corporation that the Participant, without his consent, relocate from his residence or to commute more than sixty... (60) miles from the offices of the Corporation at which he was principally employed, or (iii) a material diminution in the Participant's title, duties or responsibilities or conditions of his Business Relationship from those in effect ninety (90) days prior to the consummation of the Change of Control, or a reduction in the Participant's annual base salary in effect ninety (90) days prior to the consummation of the Change of Control (other than a reduction applicable generally to substantially all individuals with Business Relationships with the Corporation or Successor Corporation, as the case may be) View More

Good Reason. Shall have the same meaning as set forth in the [Employment][Severance] Agreement.

Good Reason. The occurrence of any of the following events or conditions, unless the Executive has expressly consented in writing thereto or unless the event is remedied by the Company within 30 days after receipt of notice thereof given by the Executive, which notice must be given, if at all, no later than 90 days following the occurrence of the applicable event: (i) a material reduction in the Executive's Base Salary (which shall be in violation of this Agreement); (ii) a demotion of the Executive from... the Position; (iii) a material reduction of the Executive's duties hereunder; provided that the Executive and the Company acknowledge that the Executive's duties will have been materially reduced if the Company ceases to be a public company, unless the Company becomes a subsidiary of another public company (the "Public Parent"), and the Executive becomes Chief Executive Officer of the Public Parent immediately following the applicable transaction); (iv) the failure of the Executive to be elected to the Board; or (v) any material breach of this Agreement by the Company. View More

Good Reason. Means any of the following which occurs without the Executive's consent after a Change in Control: (a) The material diminution of the Executive's duties, authority or responsibility, or any material change in the geographic location at which the Executive must perform services (in this case, a material change means any location more than forty 40 land-miles from the location prior to the Change in Control); 3 (b) A material breach by the Company of Sections 3 or 8.1 of this... Agreement; or (c) A material diminution in the Executive's base salary (in this case, a material diminution means a reduction of more than ten percent (10%) in the Executive's annual base salary). Notwithstanding the foregoing, no such event shall constitute "Good Reason" unless (a) the Executive shall have given written notice of such event to the Company within ninety (90) days after the initial occurrence thereof, (b) the Company shall have failed to cure the situation within thirty (30) days following the delivery of such notice (or such longer cure period as may be agreed upon by the parties), and (c) the Executive terminates employment within six (6) months after the initial notification of the event constituting Good Reason. View More

Good Reason. Shall mean (i) a material diminution in the Executive's base salary or incentive compensation opportunity, (ii) a material diminution in Executive's duties, responsibilities and authority, or (iii) a material breach by the Company of any written agreement between the Executive and the Company; provided, however, that Executive shall not be considered to have resigned for Good Reason unless the notice of resignation is given not more than ninety (90) days following the occurrence of the event or... circumstance constituting Good Reason and specifies such event or circumstance in reasonable detail, and the Company fails to cure such event or circumstance within thirty (30) days following the date of such notice. If the Company cure such event or circumstance, the Executive may withdraw his notice of resignation without prejudice, but if he fails to do so his resignation will be treated as a resignation without Good Reason. View More

Good Reason. Means, with respect to a termination by Employee of the Employee's employment with the Bank and Bancorp after a Change in Control has occurred, or following public announcement of a proposed Change in Control within the meaning of clauses (i) or (iv) of Section 1(c) and within 120 days prior to the occurrence of such Change in Control, for any of the following reasons: (i) a reduction in the Employee's Total Annual Cash Compensation in an amount equal to 15% or more of the Employee's highest... Total Annual Cash Compensation in any of the preceding three (3) calendar years, unless such reduction is part of a general, non-discriminatory reduction in Base Salary and/or Bonus applicable to all similarly situated officers; (ii) a material reduction in Employee's authority, duties or responsibilities from the position and attributes associated with the Employee's position and title; (iii) a relocation of Employee's principal place of employment by more than seventy-five (75) miles from the Bank's main office location as of the Effective Date; or (iv) failure by the Bank or Bancorp to comply with Section 16 of this Agreement. View More

Good Reason. The occurrence of any of the following without your consent: (i) if upon or following a Change in Control, a diminution in your Base Salary, Target Annual Bonus, grant date value of your annual equity grant (compared with the grant date value of the last annual equity grant you received prior to the Change in Control and, for the avoidance of doubt, excluding any special, nonrecurring or one-time grants) or, if your primary residence is not then located in the United States, the Expatriate... Benefits; (ii) if prior to a Change in Control, a diminution in your Base Salary, Target Annual Bonus or, if your primary residence is not then located in the United States, the Expatriate Benefits, other than a diminution of no more than 10% that applies in a similar manner to all members of the senior management of the Company; (iii) the Company's material breach of any of the material terms of any material agreement between you and the Company or any of its subsidiaries or affiliates (it being understood that failure to timely pay your Base Salary or Target Annual Bonus or, if your primary residence is not then located in the United States, provide the Expatriate Benefits, shall be deemed such a breach); (iv) the relocation of your principal place of employment as of the date hereof by a distance of more than thirty five (35) miles or (v) a material diminution of your title, duties or responsibilities; provided, that no diminution of your title, duties or responsibilities shall be deemed to occur if, following a Change in Control, the equity of the Company (or its successor) is no longer publicly traded but you otherwise retain your title, duties or responsibilities relative to the Company (or its successor). You will not have Good Reason to terminate your employment and receive the Severance Benefit under this Agreement unless you provide the Board with written notice of the circumstances you believe constitutes Good Reason within thirty (30) days after the occurrence of such circumstances. If the Company does not cure within fifteen (15) days after receipt of such written notice, then you may terminate your employment for Good Reason within ninety (90) days after the expiration of such cure period. If you terminate your employment prior to the expiration of the fifteen (15) day cure period or more than ninety (90) days after the expiration of the cure period, you will not be treated as having terminated your employment for Good Reason. View More

Good Reason. A termination of employment by the Executive effected by a written notice given within ninety (90) days after the occurrence of the Good Reason event. For purposes of this Agreement, "Good Reason" shall mean the occurrence of any of the following events without the Executive's express written consent which event is not cured within ten (10) days after written notice thereof from the Executive to the Company.