Good Reason

Good Reason. Any one or more of the following events and where the initial existence of such event occurred on or after a Change in Control. This "Good Reason" definition and process is intended to comply with the safe harbor provided under Treasury Regulation Section 1.409A-1(n)(2)(ii) and shall be interpreted accordingly. (i) You have incurred a material diminution in your responsibilities, duties or authority; (ii) You have incurred a material diminution in your Base Salary; or (iii) A relocation of the... Company's principal place of business where you are assigned to work outside of the San Diego metropolitan area without your written consent. View More

Good Reason. The occurrence (without your consent) of any one or more of the following conditions: (A) a material diminution by the Company in your rate of Base Salary; (B) a material diminution by the Company in your authority, duties, or responsibilities; (C) a material change in the geographic location of your principal office with the Company (for this purpose, in no event shall a relocation of such office to a new location that is not more than fifty (50) miles from the current location of the... Company's executive offices constitute a "material change"); or (D) a material breach by the Company of this Agreement. View More

Good Reason. For termination by the Executive of the Executive's employment shall mean the occurrence (without the Executive's express written consent which specifically references this Agreement) after any Change in Control of any one of the following acts by the Company, or failures by the Company to act, unless such act or failure to act is corrected prior to the Date of Termination specified in the Notice of Termination given in respect thereof: (i) a material reduction in the Executive's annual base... salary as in effect immediately prior to the Change in Control (exclusive of any across the board reduction similarly affecting all or substantially all similarly situated employees determined without regard to whether or not an otherwise similarly situated employee's employment was with the Company prior to the Change in Control), (ii) a material reduction in the Executive's target annual bonus as in effect immediately prior to the Change in Control (exclusive of any across the board reduction similarly affecting all or substantially all similarly situated employees determined without regard to whether or not an otherwise similarly situated employee's employment was with the Company prior to the Change in Control), or (iii) a material diminution in the Executive's positions (including status, offices, titles and reporting relationships), authority, duties or responsibilities from those in effect immediately before the Change in Control. The Executive's continued employment shall not constitute consent to, or a waiver of rights with respect to, any act or failure to act constituting Good Reason hereunder. View More

Good Reason. Means the occurrence of any of the events or conditions described in clauses (a) through (f) hereof, without Executive's prior written consent: (a)(i) any material adverse change in Executive's authority, duties or responsibilities (including reporting responsibilities and lines), including the failure of Executive to continue to serve as Chief Executive Officer of a public company, in each case except in connection with the termination of Executive's employment for Disability, Cause, as a... result of Executive's death or by Executive other than for Good Reason; (b) a material reduction in Executive's Base Salary; (c) the imposition of a requirement that Executive be based (i) at any place outside a 50-mile radius from Executive's principal place of employment immediately prior to the Change in Control or (ii) at any location other than the Company's corporate headquarters, except, in each case, for reasonably required travel on Company business which is not materially greater in frequency or duration than prior to the Change in Control; (d) any material breach by the Company of any provision of this Agreement, including the failure of the Company to obtain an agreement, reasonably satisfactory to Executive from any Successor to assume and agree to perform this Agreement pursuant to Section 22. Notwithstanding anything to the contrary in this Agreement, no termination will be deemed to be for Good Reason hereunder unless (i) Executive provides written notice to the Company identifying the applicable event or condition within 90 days of the occurrence of the event or the initial existence of the condition, (ii) the Company fails to remedy the event or condition within a period of 30 days following such notice, and (iii) Executive terminates his employment as a result of such failure to cure within 30 days after the end of the cure period. View More

Good Reason. The existence of one or more of the following conditions arising after the Effective Date without the consent of Executive, as determined in a manner consistent with Treasury Regulation § 1.409A-1(n)(2)(ii): (i) a material reduction in Executive's Base Salary or (ii) a permanent relocation of Executive's principal place of employment to a location that is more than 25 miles from the location where he performed services for the Company immediately prior to the relocation, provided such... relocation is a material change in geographic location at which Executive must provide services for purposes of Code Section 409A and the regulations thereunder. View More

Good Reason. The occurrence of any of the following events or conditions without Executive's written consent: (i) a material diminution in Executive's authority, duties or responsibilities, other than as a result of a Change in Control where Executive remains in a position with the Company or its successor (or any other entity that owns substantially all of the Company's business after such sale) that is substantially equivalent in duties, rank, reporting structure and authority with Executive's position... prior to such sale, solely as such duties, rank, reporting structure and authority relate to the Company's business; (ii) a material diminution in Executive's base salary or target annual bonus level; (iii) a material change in the geographic location at which Executive must perform his or her duties, which shall not include a relocation of Executive's principal place of employment to any location within a fifty (50) mile radius of the location from which Executive served the Company immediately prior to the relocation; or (iv) the failure of the Company to obtain an agreement from any successor to the Company or the Parent to assume and agree to perform this Agreement, as contemplated in Section 12(a) of this Agreement. Executive must provide written notice to the Company of the occurrence of any of the foregoing events or conditions within ninety (90) days of the occurrence of such event or the date upon which Executive reasonably became aware that such an event or condition had occurred. The Company or any successor or affiliate shall have a period of thirty (30) days to cure such event or condition after receipt of written notice of such event from Executive. Any voluntary termination for Good Reason following such thirty (30) day cure period must occur no later than the date that is six (6) months following the date notice was provided by Executive. Executive's voluntary Separation from Service by reason of resignation from employment with the Company for Good Reason shall be treated as involuntary. View More

Good Reason. Shall mean any of the following: As used herein, "Good Reason" means the occurrence of any of the following circumstances, without Employee express consent: (i) a material reduction of Employee title or authority (including, but not limited to, after a transaction in which the Company is acquired, a requirement that you serve in a role other than Chief Operating Officer of the acquiring entity); (ii) a material reduction in Employee salary or benefits (other than a reduction that generally... applies to the officers at Employee level in the Company or, as applicable, the surviving corporation at that time); (iii) a change of the principal non-temporary location in which you are required to perform your services to any location exceeding 75 miles from Vista, California; (iv) any material breach of this Employment agreement by the Company which is not cured within 30 days after written notice by Employee to the Board; (v) a Disability as defined below; (vi) the Board unreasonably withholds approval of any of Employee proposed senior management hires; (vii) Death of Employee occurring in the initial two year period. "Disability" for purposes of this section shall mean Employee incapacity due to physical or mental illness, during which Employee shall have been substantially unable to perform duties hereunder for an entire period in excess of one hundred twenty (120) days in any 12-month period despite any reasonable accommodation available from the Company. Employee shall provide the Company with notice in writing within 30 days of the occurrence of any of the foregoing grounds setting forth in detail those grounds upon which notice is based. In no event shall a resignation be considered to be with Good Reason unless the resignation occurs after, but within 40 days after, the first date on which a resignation associated with such instance of asserted Good Reason would have in fact qualified as a resignation with Good Reason. View More

Good Reason. The occurrence of one or more of the following conditions, without your consent and without remedy by the Company as described herein: (i) a material reduction in your compensation, including but not limited to your level of base salary and annual bonus opportunity, other than reductions approved by the Board that are applicable to all employees of the Company, (ii) a material, non-voluntary, reduction of your authority, duties, position, title, or responsibilities or a material, adverse change... in your reporting structure or (iii) a reduction in the kind or level of your benefits to which you were entitled immediately prior to such reduction, other than reductions approved by the Board that are applicable to all employees of the Company. View More

Good Reason. Any of the following:(a) a reduction by the Bank in the Executive's base salary; or(b) a material change in the geographic location of the Executive's principal office assignment; (c) a material breach of this Agreement by the Bank; (d) a material diminution in the Executive's authority, duties, or responsibilities as an Executive of the Bank; or(e) the Executive is prevented, by factors outside of the Executive's control, from (i) fulfilling his responsibilities as President and... CEO of the Bank, (ii) achieving progress in improving the profitability of the Bank, or (iii) achieving the strategic goals and objectives established by the Board, such acts of prevention being defined as a material breach of this Agreement by the Bank; provided, however, that "prevention" does not include the Board's lawful authority to exercise control over the affairs of the Bank.For purposes of this Agreement, Good Reason shall not be deemed to exist unless the Executive's termination of employment for Good Reason occurs within two (2) years following the initial existence of one of the conditions specified in clauses (a) through (e) above, the Executive provides the Board with written notice of the existence of such condition within ninety (90) days after the initial existence of the condition, and the Board fails to remedy the condition within thirty (30) days after the receipt of such notice by the Board.Notwithstanding the foregoing, Good Reason will not exist if the Executive voluntarily agrees in writing to any of the changes listed above as constituting Good Reason View More

Good Reason. (i) a material diminution of Executive's responsibilities or duties (provided, however, that the acquisition of the Company and subsequent conversion of the Company to a division or unit of the acquiring company will not by itself be deemed to be a diminution of Executive's responsibilities or duties); (ii) material reduction in the level of Executive's base salary (and any such reduction will be ignored in determining Executive's base salary for purposes of calculating the amount of severance... pay); (iii) relocation of the office at which Executive is principally based to a location that is more than fifty (50) miles from the location at which Executive performed his or her duties immediately prior to the effective date of a Change in Control; (iv) failure of a Successor in a Change in Control to assume this Agreement; or (v) the Company's material breach of any written agreement between Executive and the Company. Notwithstanding the foregoing, any actions taken by the Company to accommodate a disability of Executive or pursuant to the Family and Medical Leave Act shall not be a Good Reason for purposes of this Agreement. Additionally, before Executive may terminate employment for a Good Reason, Executive must notify the Company in writing within thirty (30) days after the initial occurrence of the event, condition or conduct giving rise to Good Reason, the Company must fail to remedy or cure the alleged Good Reason within the thirty (30) day period after receipt of such notice if capable of being cured within such thirty-day period, and, if the Company does not cure the Good Reason (or it is incapable of being cured within such thirty-day period), then Executive must terminate employment by no later than thirty (30) days after the expiration of the last day of the cure period (or, if the event condition or conduct is not capable of being cured within such thirty-day period, within thirty (30) days after initial notice to the Company of the violation). Transferring Executive's employment to a Successor is not itself Good Reason to terminate employment under this Agreement, provided, however, that subparagraphs (i) through (v) above shall continue to apply to Executive's employment by the Successor. This definition is intended to constitute a "substantial risk of forfeiture" as defined under Treasury Regulation 1.409A-1(d). References to the Company in this Agreement shall be deemed to include any affiliate of the Company, or the acquiring, surviving or successor entity in a Change in Control (as defined below) or their affiliates (collectively, "Successor"), as applicable. View More