Good Reason

Good Reason. Termination by you of your employment with the Company based on any of the following events: (i) you are assigned a different title or position or different responsibilities, duties or reporting requirements that results in a material decrease in your level of responsibilities or status, in each case except in connection with the termination of your employment for Cause or Disability or as a result of your death or by you other than for Good Reason; (ii) a reduction in your annual base salary;... (iii) the Company's requiring you to relocate your personal residence, or to change your base office location more than fifty (50) miles from the current location, absent agreement with you, except for required travel on the Company's business to an extent substantially consistent with the business travel obligations which you undertook as of the date of this Agreement; or (iv) a material breach by the Company of any provision in this Agreement. Notwithstanding any provision in this Agreement to the contrary, you may terminate your employment for Good Reason only if (1) within ninety (90) days after the first occurrence of the circumstances giving rise to Good Reason, you give written notice to the Company of your belief that Good Reason exists and of your intention to terminate your employment for Good Reason, (2) within thirty (30) days of such notice from you the circumstances giving rise to Good Reason are not fully corrected, and (3) such termination occurs no later than one hundred eighty (180) days following the first occurrence of the circumstances giving rise to Good Reason. View More

Good Reason. Means Grantee's resignation within 90 days after: (i) a reduction in Grantee's base salary of 10% or more (unless the reduction is applicable to all similarly situated employees); (ii) a reduction in Grantee's annual short-term bonus target of 10% or more (unless the reduction is applicable to all similarly situated employees); (iii) a significant diminution in Grantee's job responsibilities, duties or authority; (iv) a change in the geographic location of Grantee's primary reporting location... of more than 50 miles; and/or (v) any other action or inaction that constitutes a material breach by the Company of this Agreement. A termination by Grantee shall not constitute termination for Good Reason unless Grantee first delivers to the General Counsel of the Company written notice: (i) stating that Grantee intends to resign for Good Reason pursuant to this Agreement; and (ii) setting forth with specificity the occurrence deemed to give rise to a right to terminate for Good Reason (which notice must be given no later than 90 days after the initial occurrence of such event). The Company shall have a reasonable period of time (not less than 30 days) to take action to correct, rescind or substantially reverse the occurrence supporting termination for Good Reason as identified by Grantee. Failure by the Company to act or respond to the written notice shall not be deemed to be an admission that Good Reason exists. View More

Good Reason. (s) Executive shall have "Good Reason" to terminate Executive's employment hereunder within 90 days after the occurrence of one or more of the following conditions without Executive's written consent: (i) Executive is removed from the office of Chief Executive Officer of the Company or as a member of the Board; (ii) a material diminution in Executive's Annual Base Salary, as described herein; or (iii) a change in the geographic location at which Executive must perform Executive's services... hereunder to a location more than 50 miles from Dallas or Houston, Texas; and which, in the case of any of the foregoing, continues beyond 30 days after Executive has provided Company written notice that Executive believes in good faith that such condition giving rise to such claim of Good Reason has occurred. View More

Good Reason. The occurrence of any of the following conditions, without the Executive's written consent: (a)Any act, set of facts or omissions with respect to the Executive that would, as a matter of applicable law, constitute a constructive termination of the Executive.

Good Reason. The Executive's resignation from his position(s) with the Bank within six (6) months after the occurrence, without the Executive's prior written consent, of any of the following actions by the Bank, which action is not remedied within thirty (30) calendar days after receipt by the Bank of written notice from the Executive: (i) a diminution in Executive's base compensation; (ii) a material diminution in Executive's authority, duties, or responsibilities; (iii) the relocation of Executive's... principal place of work to a location more than twenty (20) miles from Executive's current principal place of work at the Effective Date of this Agreement; or (iv) a material breach by the Bank of this Agreement or any other agreement under which Executive provides services to the Bank. View More

Good Reason. Unless otherwise consented to by the Covered Employee: (i) the material reduction of the Covered Employee's authority, duties and responsibilities, or the assignment to the Covered Employee of duties materially inconsistent with the Covered Employee's position or positions with the Company; (ii) a reduction in the Covered Employee's then current annual salary; or (iii) the relocation of the Covered Employee's office to more than thirty-five (35) miles from the principal offices of the Company.... Notwithstanding the foregoing, (x) Good Reason (A) shall not be deemed to exist unless the Covered Employee provides to the Company a notice of termination on account thereof (specifying a termination date not less than thirty (30) days and not more than sixty (60) days after the giving of such notice) no later than thirty (30) days after the time at which the event or condition purportedly giving rise to Good Reason first occurs or arises, and (B) shall not be deemed to exist at any time at which there exists an event or condition which could serve as the basis of a termination of the Covered Employee's employment for Cause; and (y) if there exists (without regard to this clause (y)) an event or condition that constitutes Good Reason, the Company shall have thirty (30) days from the date such notice of termination is given to cure such event or condition and, if the Company does so, such event or condition shall not constitute Good Reason hereunder. View More

Good Reason. The occurrence of one of the following events, without the Executive's prior written consent, provided such event is not corrected within 15 days following the Board of Director's receipt of written or electronic notice of such event: (i) a material diminution in the Executive's duties or responsibilities or any material demotion from the Executive's current position at the REIT, including, without limitation: (A) if the Executive is the CEO, either discontinuing his direct reporting to the... Board of Directors or a committee thereof or discontinuing the direct reporting to the CEO by each of the senior executives responsible for finance, legal, acquisition and operations or (B) if the Executive is not the CEO, discontinuing the Executive reporting directly to the CEO or (C) if the Executive is the Chief Accounting Officer, discontinuing the Executive's reporting directly to the Chief Financial Officer or to the Chief Executive Officer; (ii) if the Executive is a member of the Board of Directors, the failure of the REIT or its affiliates to nominate the Executive as a Director of the REIT; (iii) a requirement that the Executive work principally from a location outside the 50 mile radius from the REIT's address, except for required travel on the REIT's business to the extent substantially consistent with the Executive's business travel obligations on the date hereof; (iv) failure to pay the Executive any compensation, benefits or to honor any indemnification agreement to which the Executive is entitled within 30 days of the date due; or (v) the occurrence of any of the following events or conditions in the year immediately following a Change in Control: (A) a reduction in the Executive's annual base salary or annual bonus opportunity as in effect immediately prior to the Change in Control; (B) the failure of the REIT to obtain an agreement, reasonably satisfactory to the Executive, from any successor or assign of the REIT to assume and agree to adopt this Agreement for a period of at least two years from the Change in Control. View More

Good Reason. Without the specific written consent of the Eligible Employee, any of the following: (1) A material and adverse change in the Eligible Employee's status or position(s) as an officer or management employee of the Employer as in effect immediately prior to the Change in Control, including, without limitation, any adverse change in his status or position as an employee of the Employer as a result of a material diminution in his duties or responsibilities or the assignment to him of any duties or... responsibilities which are materially inconsistent with such status or position(s) (other than any isolated and inadvertent failure by the Employer that is cured promptly upon his giving notice), or any removal of the Eligible Employee from or any failure to reappoint or reelect him to such position(s) (except in connection with the Eligible Employee's Severance other than for Good Reason). (2) A 10% or greater reduction in the Eligible Employee's aggregate base salary and targeted bonus from the aggregate base salary and targeted bonus that was in effective immediately prior to the occurrence of a Change in Control, but disregarding any reduction in targeted bonus which occurs in accordance with the terms of any written bonus program as it reads immediately prior to the occurrence of a Change in Control. (3) The failure by the Employer or any successor to continue in effect any employee benefit plan (excluding any equity compensation plan) in which the Eligible Employee is participating at the time of the Change in Control (or plans providing the Eligible Employee with similar benefits that are not materially reduced in the aggregate) other than as a result of the normal expiration of any such plan in accordance with its terms as in effect at the time of the Change in Control; or the taking of any action, or the failure to act, by the Employer or any successor which would adversely affect the Eligible Employee's continued participation in any of such plans on at least as favorable a basis to him as is the case on the date of the Change in Control or which would materially reduce his benefits under any of such plans. (4) The Employer's requiring the Eligible Employee to be based at an office that is both more than 50 miles from where his office is located immediately prior to the Change in Control and further from his then current residence, except for required travel on the Employer's business to an extent substantially consistent with the business travel obligations which the Eligible Employee undertook on behalf of the Employer prior to the Change in Control View More

Good Reason. Means any nonconsensual (i) material reduction in your authority, duties or responsibilities as in effect immediately prior to the Change of Control, (ii) reduction of more than 20% in (A) the rate of your annual base salary as in effect immediately prior to the Change of Control or (B) the amount of the annual bonus paid to you after the Change of Control with respect to an Applicable Fiscal Year when compared to the amount of the annual bonus paid to you by the Affiliated Group members (on a... collective basis) prior to the Change of Control with respect to the last full fiscal year of the Company ending prior to the Change of Control; provided, however, that if you were employed by the Affiliated Group members, collectively, for less than the full period of such last fiscal year, the bonus paid to you for such partial year shall be annualized for this purpose; provided, further, that if the annual bonus for any Applicable Fiscal Year is not paid to you within 90 days of the end of such Applicable Fiscal Year, then such failure shall be deemed a more than 20% reduction for purposes of determining Good Reason and deemed to have occurred within one year after the Change of Control, or (iii) change in your primary office location of more than 50 miles from its location on the date immediately prior to the Change of Control. View More

Good Reason. A resignation of employment by Employee within twenty (20) calendar days following the occurrence of any one or more of the following events without the Employee's written consent, other than the result of the hiring of a new President and Chief Executive Officer: (i) any material diminution in Employee's position, responsibilities or title; (ii) any diminution in Employee's base compensation, other than 3 when made on the same or substantially similar basis for all senior executives of the... Company, as determined by the Board or any duly authorized Committee of the Board, after considering Employee's input, or (iii) the Company's material breach of Articles 1 or 3 of that certain Employment Agreement, by and between Employee and the Company and made effective as of the date hereof, which breach has not been cured as provided below in this Section 9(d). Employee shall have Good Reason to terminate his employment if (i) within fifteen (15) calendar days following Executive's determination that a Good Reason exists, he notifies the Company (Attention: General Counsel) in writing that he has determined a Good Reason exists and specifies in reasonable detail the event creating Good Reason, and (ii) following receipt of such notice, the Company fails to remedy such event within twenty (20) calendar days. If either condition is not met, Employee shall not have a Good Reason to terminate his employment. View More