Good Reason

Good Reason. Means the occurrence of any of the following events without the Executive's prior written consent, unless within 30 days after the Executive gives written notice of such event, the Company cures any such event: (i) the Company's material breach of this Agreement; (ii) a material diminution in the Executive's responsibilities or authorities, or a material adverse change in his position or title; (iii) a material reduction in the Executive's Base Salary, or Target Bonus that is in violation of... Section 4(a) or 4(b)(i), respectively; or (iv) relocation of the Executive's principal place of work by more than 50 miles without the Executive's consent; provided, however, that relocation of the Executive's principal place of work to a new Company corporate headquarters in the vicinity of the San Francisco Bay Area shall not constitute Good Reason. Any occurrence of a Good Reason event shall be deemed to be waived by the Executive unless he gives the Company written notice of such event within 90 days after it occurs and he terminates his employment hereunder within one year after such event occurs. View More

Good Reason. Means, without the Executive's express consent: (i) a material diminution in the Executive's authority, duties, or responsibilities (other than any such diminution resulting from the Executive's incapacity due to physical or mental illness) excluding for this purpose an isolated, insubstantial or inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive; (ii) a material reduction in the Executive's Annual Base... Salary (other than a reduction in the Executive's Annual Base Salary as a result of the Executive's failure to comply with the Company's stock ownership guidelines, if applicable); (iii) the Company's requiring the Executive to be based at any office or location more than seventy five (75) miles from the location where the Executive was employed immediately preceding the date hereof (other than as a result of a change in the Company's corporate headquarters) or the Company's requiring the Executive to travel on Company business to a substantially greater extent than required to properly discharge his or her duties; or (iv) any failure by the Company to comply with and satisfy Section 7(c) of this Agreement. The Executive shall provide written notice to the Company of any event or condition upon which the Executive intends to rely as the basis for a Good Reason termination of employment within 90 days of the occurrence of such event or condition in accordance with Section 11(b) of the Agreement. The Executive shall be deemed for all purposes of this Agreement to have expressly consented to any such event or condition if he or she does not provide such notice within 90 days of the occurrence of such event or condition. The Company shall have 90 days following the receipt of such notice to remedy the event or condition and, if so remedied, any termination of Executive's employment hereunder on the basis of the circumstances described in such notice shall not be considered a Good Reason termination of employment View More

Good Reason. The term 'Good Reason' shall mean any action by the Company which results in: (i) A material diminution of Executive's position or Executive's authority, duties or responsibilities; (ii) Any reduction in Executive's annual base salary; or (iii) A change by the Company in the location at which Executive performs his principal duties for the Company to a new location that is outside a radius of 50 miles from Executive's principal residence and outside a radius of 50 miles from the location at... which Executive previously performed his principal duties for the Company; provided, that, the foregoing events shall not be deemed to constitute Good Reason unless Executive shall have notified the Board in writing of the occurrence of such event(s) within five (5) business days of the initial existence of the condition and the Board shall have failed to have cured or remedied such event(s) within five (5) business days of its receipt of such written notice or which breach the Company shall have failed to begin to attempt to cure during said five (5) business-day period if the breach is not curable during the five (5) business-day period. If the event is not cured during the five (5) business-day period (or the Company shall have failed to begin to attempt to cure the event during such five (5) business-day period), Executive's employment shall terminate on the thirtieth (30th) calendar day following the date of Executive's notice to the Board of the event constituting Good Reason, unless the Board and Executive agree in writing to an extension of Executive's termination date. View More

Good Reason. The occurrence of any one or more of the following events: (i) the Company or its successor relocates Executive's principal place of employment by more than one hundred (100) miles; (ii) a reduction in Executive's base salary by 25% or more from the base salary in effect on the date of this Agreement; or (iii) Executive's position and duties are materially and adversely changed, resulting in a position of materially less responsibility, and Executive's title does not include "vice president" or... a more senior position; provided, that a change in Executive's title alone will not constitute "Good Reason" unless there is also a material and adverse change in Executive's position and duties. Notwithstanding the foregoing, Executive's termination shall not constitute a termination for "Good Reason" as a result of any event in (i)-(iii) above unless (1) Executive first provides the Company or its successor with written notice thereof within twenty (20) days after the occurrence of such event, (2) to the extent correctable, the Company or its successor fails to cure the circumstance or event so identified within thirty (30) days after receipt of such notice, and (3) the effective date of Executive's termination for Good Reason occurs no later than twenty (20) days after the expiration of the Company's cure period. View More

Good Reason. After any Change in Control, any one of the following acts by the Company, or failures by the Company to act, if You notify the Company that such act or failure to act has occurred within 90 days of the initial occurrence of such act or failure to act, and if such act or failure to act is not corrected within 30 days after You so notify the Company: (i)the assignment to You of any duties materially inconsistent with Your position as an employee of the Company, or a material adverse alteration... in the nature or status of Your responsibilities from those in effect immediately prior to a Change in Control; (ii)a reduction by You in your annual base salary as in effect on the date hereof or as the same may be increased from time to time, by five percent (5%) or more or by $20,000 or more; or (iii)the relocation of Your principal place of employment to a location more than 50 miles from Your principal place of employment immediately prior to a Change in Control, provided that such relocation increases Your round trip commuting time by 25% or more, or the Company's requiring You to be based anywhere other than such principal place of employment (or permitted relocation thereof) except for required travel on the Company's business to an extent substantially consistent with Your present business travel obligations. View More

Good Reason. The same meaning defined in the Employment Agreement

Good Reason. (i) a reduction by the Bank or the Holding Company in the employee's Pay, as in effect immediately prior to a Change of Control, or (ii) the failure of the Bank or Holding Company to maintain the employee's principal place of employment within 50 miles, as in effect immediately prior to a Change of Control.

Good Reason. What the term is expressly defined to mean in a then-effective written agreement (including, but not limited to the Employment Agreement) between Grantee and the Company or any Affiliate or, in the absence of any such then-effective agreement or definition, means any of the following: (a) a material and adverse change in Grantee's duties, title or position, provided, however, that a change in the Company's status as a publicly held corporation filing reports with the Securities and Exchange... Commission shall not be deemed to constitute Good Reason hereunder; (b) a reduction in the Grantee's base salary, provided, however, that Good Reason shall not exist in the event that Grantee's base salary is reduced no more than 15% in connection with an across-the-board salary reduction by the Company similarly affecting all senior executives of the Company; or (c) a material breach by the Company of its obligations 3 under the Employment Agreement or any successor thereto. Good Reason shall not exist unless Grantee shall provide notice of the existence of the Good Reason condition within ninety (90) days of the date Grantee learns of the condition. The Company shall have a period of thirty (30) days during which it may remedy the condition, and in case of full remedy such condition shall not be deemed to constitute Good Reason hereunder. View More

Good Reason. For purposes of this agreement, "Good Reason" shall mean the Executive's resignation as a result of a material reduction in the Executive's responsibilities from those set forth in this Agreement; provided, however, that no such event shall constitute Good Reason unless (A) the Executive first gives the Company written notice of his intention to resign his employment for Good Reason and the grounds for such resignation, (B) such grounds for resignation (if susceptible to correction) are not... corrected by the Company within thirty (30) days of its receipt of such notice and (C) the Executive actually resigns his employment with the Company within thirty (30) days following the expiration of the thirty (30) day cure period. View More

Good Reason. The Optionee voluntarily terminating his or her employment, following a Change in Control, after the occurrence of any of the following circumstances (in each case, after notice by the Optionee to employer of the circumstance, and failure by the employer to cure and eliminate such circumstance within 15 calendar days of such notice: (i) a requirement that the Optionee work principally from a location that is more than fifty (50) miles from his or her principal place of employment immediately... prior to such Change in Control, or (ii) a ten percent or greater reduction in Optionee's Total Compensation from the amount of such Total Compensation immediately prior to such Change in Control View More