Good Reason

Good Reason. (c) "Good Reason" shall mean any one (1) or more of the following events occurring during the two-year period following the date of a Change of Control:(i) your annual base salary is materially reduced below the amount in effect on the date of the Change of Control; (ii) your Target Bonus is materially reduced below the Target Bonus as it existed on the date of the Change of Control; 10 (iii) your duties and responsibilities are materially and adversely diminished in comparison... to the duties and responsibilities that you had on the date of the Change of Control other than in a general reduction of the number or scope of personnel for which you are responsible for supervising which reduction occurs in connection with a restructuring or recapitalization of the Company or the division of the Company in which you work; (iv) the program of long term incentive compensation is materially and adversely diminished in comparison to the program of long term incentive compensation as it existed for you on the date of the Change of Control (for purposes of this clause (iv), a reduction of fifteen percent (15%) or more of the target dollar amount of your long term incentive compensation as it existed for you on the date of the Change of Control based on your most recent award of long term incentive compensation prior to the date of the Change of Control shall be considered to be material and adverse); or (v) you are required to be based at a location more than forty-five (45) miles from the location where you were based and performed services on the date of the Change of Control; provided, however, that any diminution of duties or responsibilities that occurs solely as a result of the fact that the Company ceases to be a public company or that the size of the Company has been reduced as a result of the Change of Control shall not, in and of itself, constitute Good Reason. Your termination of employment will not be for Good Reason unless (i) you give the Company written notice of the event or circumstance which you claim is the basis for Good Reason (the "Good Reason Event") within ninety (90) days of the Good Reason Event first occurring, (ii) the Company is given thirty (30) days from its receipt of such notice within which to cure or resolve the event or circumstance so noticed (the "Cure Period") and fails to do so within the Cure Period, and (iii) your actual termination of employment occurs within six (6) months of the initial existence of the Good Reason Event. Notwithstanding anything to the contrary set forth herein, in the event that the Company decides not to cure or resolve the Good Reason Event in accordance with clause (ii) above, the Company may require you to actually terminate employment for Good Reason during the Cure Period. View More

Good Reason. Shall arise when the Company does one of the following acts without your consent: i. materially reduces your level of responsibility and/or scope of authority (although a change in responsibility shall not be deemed to occur solely because you are part of a larger organization or solely because you are given a change in job title); ii. reduces your base salary, other than in circumstances where generally all of the executive officers of the Company have had their salary reduced to a similar... extent; iii. relocates your principal workplace by more than thirty-five (35) miles from your then current place of employment; View More

Good Reason. As that term is defined in the CIC Plan on the Date of Grant.

Good Reason. A Separation From Service for good reason within the meaning of Treasury Regulation Section 1.409A-1(n)(2), as may be amended from time to time

Good Reason. Shall have the meaning set forth in any written employment agreement or change in control agreement between the Participant and the Company or Subsidiary at the date of Termination of Service or, if no such agreement exists, means the occurrence of any one (1) or more of the following events, unless the Participant agrees in writing that such event shall not constitute Good Reason: (a) a material and adverse change in the nature, scope, or status of the Participant's position, authorities, or... duties; (b) a material reduction in the Participant's annual base salary or a material reduction in the Participant's aggregate benefits or other compensation plan; (c) a relocation of the Participant's primary place of employment of more than twenty-five (25) miles from the Participant's primary place of employment as of the Grant Date; or (d) a material breach by the Company of this Agreement. View More

Good Reason. (in the absence of a signed written consent) your termination of your employment in connection with or based upon and within 90 days of the occurrence of one of the following events: (i) a reduction in your base salary or annual bonus percentage opportunity in such a manner so that you will not be entitled to receive substantially the same base salary and annual bonus opportunity, other than as a result of a general across the board salary reduction applicable to all senior executives of the 9... Company or any subsididary; (ii) a material reduction in your title, which shall not include removal as a member of the Company's Board of Directors or any similar governing body of any subsidiary; or (iii) the relocation of your primary place of work by more than 50 miles, in each case which is not cured within 30 days following the Company's receipt of written notice from you describing the event constituting Good Reason, which must be provided within 60 days of the occurrence of the applicable event. View More

Good Reason. (i) there is a material reduction of the level of Executive's base compensation opportunity (except where there is a general reduction applicable to the management team generally), (ii)there is a material reduction in Executive's overall responsibilities or authority, or scope of duties; or (iii) a change in the geographic location at which Executive must perform Executive's services; provided, that in no instance will the relocation of Executive to a facility or a location of fifty (50) miles... or less from Executive's then current office location be deemed material for purposes of this Agreement. View More

Good Reason. Means occurrence of one or more of the following without Participant's express written consent: (a) a material diminution by the Company or its Affiliates in Purchaser's base salary; provided, however, that, a reduction of base salary that (combined with all prior reductions) totals twenty percent (20%) or less and also applies to substantially all other senior executives of the Company or its Affiliates will not constitute "Good Reason"; (b) a material reduction of Participant's authority,... duties, or responsibilities relative to Participant's authority, duties, or responsibilities in effect immediately prior to such reduction; or (c) the relocation of Participant's principal work location to a facility or a location more than thirty-five (35) miles from his prior work location. Notwithstanding the preceding sentence, in order for an event to qualify as Good Reason, Participant must not terminate employment with the Company or its Affiliates without first providing the Company with written notice of the acts or omissions constituting the grounds for "Good Reason" within sixty (60) days of the initial existence of the grounds for "Good Reason" and a reasonable cure period of thirty (30) days following the date of written notice (the "Cure Period"), and Participant must resign within thirty (30) days following the end of the Cure Period if such conditions are not cured. View More

Good Reason. Means the occurrence of any of the following events, unless the Employee has consented thereto: (i) a reduction in the Employee's Base Salary in effect at the time; (ii) a change in the location of the Employee's principal place of employment by 50 miles or more from the location of the Company's Fort Lauderdale, FL office as to the date this Agreement is signed; or (iii) any other action or inaction that constitutes a material breach by the Company of this Agreement. An event does not... constitute Good Reason unless the Employee provides the Company with written notice of the existence of the condition that constitutes the Good Reason. Such notice must be provided within 60 days after the initial existence of such condition, and the notice must provide the Company with at least 30 days during which it may remedy such condition without being required to make any termination of employment-related payment to the Employee; Good Reason shall cease to exist 30 days after such cure period. For purposes of this Agreement, the Employee's voluntary termination of employment for Good Reason will be treated as an involuntary termination of employment. View More

Good Reason. Means Executive's termination of employment as a result of (i) a material reduction in Executive's duties, authorities, or reporting responsibilities, without Executive's prior consent; (ii) a material breach of this Agreement by the Corporation or Bank, including, without limitation, reducing Executive's Base Salary, or failing to provide Executive with the compensation and benefits provided for under this Agreement; or (iii) the Corporation or Bank requires Executive to move Executive's... principal location for work to a location that is 25 miles or more from the principal location of the Bank where the Executive is then serving. Notwithstanding the foregoing, no event described in the preceding sentence shall give rise to a termination for Good Reason unless Executive first gives the Corporation notice that such an event has occurred within the sixty (60) days immediately following the occurrence of such event, and the Corporation and the Bank fail to cure the breach within thirty (30) business days of such notice. View More