Good Reason

Good Reason. If the Company or its Successor fails, within ten (10) business days of receipt by Company or its Successor of written notice thereof from Employee, to correct, cease or alter any action or omission whereby: (i) the Employee is subjected to a material diminution of duties or responsibilities and such new duties or responsibilities are inconsistent with Employee's job title; (ii) the Employee is required to relocate from, or to maintain Employee's principal office outside of, a fifty (50) mile... radius of Employee's principal office location as of the date of the Change of Control; (iii) the Employee's base salary is decreased by the Company or its Successor; (iv) the Employee is excluded from participation in any employee benefit or short-term incentive plan or program offered to comparable executives or Employee's benefits under such plans or programs are materially reduced without regard to either the Employee's performance or the Company's (or its Successor's) performance; (v) the insolvency or the filing (by any party, including the Company or any of its Successors) of a petition for bankruptcy of the Company or any of its Successors, which petition is not dismissed within thirty (30) days; (vi) the Company or its Successor fails to reimburse Employee within a reasonable period of time for reasonable business expenses of $5,000 or more properly incurred in accordance with the Company's or Successor's policies, procedures or practices; or (vii) the Successor, or any subsequent Successors, fails or refuses to expressly assume in writing this Agreement and all of the obligations of the Company hereunder. View More

Good Reason. Termination of Participant's employment for "good reason" as defined in any employment or severance agreement the Participant may have with the Company or a Subsidiary or, if no such agreement exists, unless otherwise provided in a particular Award Agreement, "good reason" means (A) a material reduction of the Participant's authority or responsibilities, (B) the assignment to the Participant of duties materially inconsistent with the Participant's position with the Company or a Subsidiary; (C)... a reduction in Participant's annual salary or an alteration of the formula by which the Participant's annual bonus is calculated that is likely to lead to a reduction in the Participant's annual compensation; or (D) the relocation of the Participant's office by more than 100 miles, except, in each case, to the extent consented to by the Participant in writing View More

Good Reason. The occurrence of any of the following events or conditions: (i) a change in the Executive's status, title, position or responsibilities (including reporting responsibilities) which represents a substantial reduction of the status, title, position or responsibilities as in effect immediately prior thereto, the assignment to the Executive of any duties or responsibilities that are inconsistent with such status, title, position or responsibilities, or any removal of the Executive from or failure... to reappoint or reelect the Executive to any of such positions, except in connection with the termination of the Executive's services for Cause, due to the Executive's Disability or death, or by the Executive voluntarily resignation without Good Reason, (ii) a material reduction in the Executive's annual Base Salary, (iii) a change in the geographic location at which the Executive must perform services (without the consent of the Executive) to a location more than fifty (50) miles from the location at which the Executive normally performs such services as of the Effective Date, except for reasonably required business travel that is not materially greater than such travel requirements prior to the Effective Date, (iv) any material breach by the Company of any provision of this Agreement, or (v) any purported termination of the Executive's employment for Cause by the Company that does not otherwise comply with the terms of this Agreement. In the case of the Executive's allegation of Good Reason, (A) the Executive shall provide notice to the Board of the event alleged to constitute Good Reason within ninety (90) days of the occurrence of such event, and (B) the Company shall have the opportunity to remedy the alleged Good Reason event within thirty (30) days from receipt of notice of such allegation. View More

Good Reason. Means, without the Executive's consent: (i) A material diminution in the Executive's Base Salary other than as a result of a general across-the-board salary reductions applicable to all similarly situated executives); (ii) A material diminution in the Executive's authority, duties, or responsibilities (other than temporarily while the Executive is physically or mentally incapacitated or as required by applicable law); (iii) A requirement that the Executive report to any person or entity other... than the Supervisor; (iv) A material diminution in the budget over which the Executive retains authority; (v) A requirement that the Executive be principally based at any office or location more than 25 miles from the Executive's current office in San Jose, CA or the Executive's principal place of business (provided that to the extent the distance is over 25 miles, the Executive and the Company will engage in good faith discussions over terms of a possible relocation by the Executive); or (vi) Any other action or inaction that constitutes a material breach by the Company of this Agreement; provided, however, that the foregoing conditions will constitute Good Reason only if (A) the Executive provides written notice to the Company within 30 days of the initial existence of the condition(s) constituting Good Reason and (B) the Company fails to cure such condition(s) within 30 days after receipt from the Executive of such notice (and upon such remedy Good Reason will be deemed to not exist). View More

Good Reason. One or more of the following events: (A) any material diminution by the Company of the authority, duties or responsibilities of the Executive; (B) any material reduction in the Executive's base salary, which, for purposes of this Agreement, means a reduction in base salary of ten (10) percent or more that does not apply generally to all similarly situated officers of the Company; (C) any material change in the geographic location at which the Executive must perform his duties to the Company,... which, for purposes of this Agreement, means the permanent relocation of the Executive's principal place of employment to any office or location which is located more than one hundred (100) miles from the location where the Executive is based immediately prior to the change in location; or (D) any action or inaction that constitutes a material breach by the Company of this Agreement, including without limitation, any failure of the Company to obtain an agreement from any successor of the Company to perform this Agreement in accordance with Section 13 hereof. The Executive must provide a written Notice of Termination (as defined below) with respect to a termination for Good Reason to the Company within ninety (90) days after the event constituting Good Reason has occurred. The Company shall have a period of thirty (30) days in which it may correct the act, or the failure to act, that gave rise to the Good Reason event as set forth in the Executive's Notice of Termination. If the Company does not correct the act, or the failure to act, the Executive must terminate employment for Good Reason within thirty (30) days after the end of the cure period, in order for the termination to be considered a Good Reason termination. Notwithstanding the foregoing, in no event will the Executive have Good Reason for termination if an event described in (A) occurs in connective with the Executive's inability to perform his or her duties on account of illness or short-term or long-term disability. View More

Good Reason. Means, except to the extent defined in any other agreement between the Participant and the Company without Participant's consent, (i) a substantial and material diminution in Participant's duties or responsibilities; (ii) a material reduction in base salary; or (iii) a relocation of the Participant's principal work location to a location that is more than 50 miles from the prior location. Participant may terminate Participant's status as Service Provider with Good Reason by providing the... Company thirty (30) days' written notice setting forth in reasonable specificity the event that constitutes Good Reason, which written notice, to be effective, must be provided to the Company within ninety (90) days of the occurrence of such event. During such thirty (30)-day notice period, the Company shall have a cure right (if curable), and if not cured within such period, Participant's termination will be effective upon the expiration of such cure period. View More

Good Reason. Shall mean the occurrence of any of the following events unless, (i) such event occurs with the Executive's express prior written consent, (ii) the event is an isolated, insubstantial or inadvertent action or failure to act which was not in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive, (iii) the event occurs in connection with the termination of the Executive's employment for Cause, disability or death or (iv) the event occurs in... connection with the Executive's voluntary Termination of employment or other than due to the occurrence of one of the following events: (A) the assignment to the Executive of any duties which are inconsistent with, or are a diminution of, the Executive's positions, duty, title, office, responsibility and status with the Company, including without limitation, any diminution of the Executive's position or responsibility in the decision or management processes of the Company, or any removal of the Executive from, or any failure to reelect the Executive to, any of such positions; 6 (B) a reduction in the Executive's rate of base salary as in effect on a Change of Control or as the same may be increased from time to time during the term of this Agreement, other than a reduction which is a reduction generally applicable to all senior officers or executives of the Company and its Affiliates, including, without limitation, the Company's Affiliates and successors after a Change of Control; (C) any failure either to continue in effect any material benefit or incentive plan or arrangement (including, without limitation, a plan meeting the applicable provisions of Section 401(a) of the Code, group life insurance plan, medical, dental, accident and disability plans) in which the Executive is participating or eligible to participate on the date of a Change of Control or to substitute and continue other plans providing the Executive with substantially similar benefits (all of the foregoing is hereinafter referred to as "Benefit Plans"), or the taking of any action which would substantially and adversely affect the Executive's participation in or materially reduce the Executive's benefits or compensation under any such Benefit Plan or deprive the Executive of any material fringe benefit enjoyed by the Executive on the date of a Change of Control other than a change in benefit that is generally applicable to all senior officers or executives of the Company and its Affiliates, including, without limitation, the Company's Affiliates and successors after a Change of Control; (D) a relocation of more than 50 miles from the location of the principal executive offices of the Company, or the relocation of the Executive's principal place of employment for the Company of more than 50 miles, to any place other than the location at which the Executive performed his duties on the date of a Change of Control; or (E) any failure by any successor or assignee of the Company to continue this Agreement in full force and effect. If the Executive does not notify the Company and incurs the Termination within 120 days of the date the Executive knew or should have reasonably known of the event giving rise to Good Reason, the Executive shall be deemed to have waived the Executive's right to a Termination based upon such event or the continuing effect or occurrence of such event. View More

Good Reason. Termination by Executive of Executive's employment for "Good Reason" shall mean termination by Executive following a Change in Control based on: (i) the failure to elect or reelect or to appoint or reappoint Executive to the Executive Position, unless consented to by Executive; (ii) a substantial adverse and material change in Executive's function, duties, or responsibilities; (iii) a substantial and material reduction in Annual Compensation or benefits of Executive from those being provided... immediately prior to the Change in Control (except for any reduction that is part of an employee-wide reduction in pay or benefits); (iv) a liquidation or dissolution of the Bank; (v) material breach of this Agreement by the Bank; or (vi) a relocation of Executives principal place of employment more than twenty five (25) miles from its location immediately prior to the Change in Control. Upon the occurrence of any event described in clauses (i) through (vi) above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation within a reasonable time not to exceed ninety (90) days after the initial event giving rise to said right to elect; provided, however, that the Bank has thirty (30) days to remedy any event described in clauses (i) through (vi) above, but the Bank may waive such cure period and make an immediate payment hereunder. View More

Good Reason. The occurrence of any of the events or conditions described in subsections (a) through (e) below, and further Executive Officer's right to terminate Executive Officer's employment pursuant for Good Reason shall not be affected by Executive Officer's incapacity due to physical or mental illness. Executive Officer must determine whether to invoke the right to terminate employment pursuant to any condition for Good Cause within ninety (90) days of the initial existence of such condition and the... Company shall be given a period of thirty (30) days during which it may remedy such condition. (a) a change in Executive Officer's status or responsibilities which represents a material and adverse change from Executive Officer's status or responsibilities, or the assignment to Executive Officer of any duties or responsibilities which are materially inconsistent with Executive Officer's status or responsibilities (in either case without sole regard to any change in title or the Company's status as a public or private entity); (b) a reduction in Executive Officer's base salary to a level below that in effect at any time previously (except to the extent such reduction is not due to a Change in Control and is part of a comprehensive reduction in salary applicable to employees of the Company generally so long as the reduction applicable to Executive Officer is comparable to the reduction applied to other senior executives of the Company); (c) the Company's requiring Executive Officer to be based at any place outside a 50-mile radius from Executive Officer's job location or residence without Executive Officer's written consent, except for travel that is reasonably necessary in connection with the Company's business; (d) 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 sixty (60) days; (e) the failure of the Company to obtain an agreement, satisfactory to Executive Officer, from any Successors and Assigns (as hereinafter defined) to assume and agree to perform this Agreement, as contemplated in Section 13 hereof View More

Good Reason. Has the meaning defined in any employment or severance agreement between the Company, or an Affiliate and the Participant then in effect or, if none, as defined under the severance policy applicable to the Participant at the time of separation.