Termination For Good Reason

Termination For Good Reason. Means a termination by Optionee of Optionee's employment with the Company or any of its subsidiaries in connection with or based upon and within ninety (90) days of one of the following events (occurring in the absence of Optionee's signed written consent): (i) reduction of Optionee's base salary or annual bonus percentage opportunity in such a manner so that Optionee 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 Company or any of its subsidiaries; (ii) relocation of Optionee's primary place of work by more than fifty (50) miles; or (iii) any material diminution in Optionee's duties, roles, title, reporting lines or responsibilities, which shall not include removal as a member of the Board or any similar governing body of any subsidiary of the Company, failure to be reelected as Chairman of the Board or any similar governing body of any subsidiary of the Company or failure to be reelected as a member of the Board or any similar governing body of any subsidiary of the Company, in each of cases (i) through (iii), which is not cured within thirty (30) days following the Company's or the applicable subsidiary's receipt of written notice from Optionee describing the event giving rise to such Termination For Good Reason, and provided that Optionee terminates employment within thirty (30) days after the end of such cure period. View More

Termination For Good Reason. Executive's termination of employment with the Company following the occurrence of any of the following events that occurs on or after the Effective Date of a Change in Control without Executive's prior written consent: (i) a diminution of Executive's duties and responsibilities from those assigned to Executive immediately prior to the Effective Date of the Change in Control. (ii) a reduction in Executive's salary from the rate in effect immediately prior to... the Effective Date of the Change in Control or, except for any reduction applied as part of any Company-wide policy, a 4 1 of 2 Originals reduction in Executive's other compensation or benefits (other than salary) from those available to Executive immediately prior to the Effective Date of the Change in Control; (iii) a relocation of Executive's primary office from the metropolitan area of its location on the Effective Date of the Change in Control; or (iv) the failure of the Company to obtain the unconditional assumption in writing or by operation of law of the Company's obligations to Executive under this Agreement by any successor prior to or at the time of a reorganization, merger, consolidation, or disposition of all or substantially all of the assets of the Company or similar transaction. View More

Termination For Good Reason. Shall mean Executive's termination of Executive's employment because the status, character, capacity, location, or circumstances of Executive's employment as provided in paragraphs 2, 3, 4, 5 and 6 of this Agreement have been materially and adversely altered by the Bank, whether by (i) any material breach of this Agreement by the Bank (including the failure of the Bank to comply with paragraphs 2, 3, 4, 5 and 6 of this Agreement); (ii) any material and adverse change in the title, reporting... relationship(s), responsibilities or perquisites of Executive; (iii) any assignment of duties materially and adversely inconsistent with Executive's position and duties described in this Agreement; or (iv) the failure of the Bank to assign this Agreement to a successor in interest or the failure of the successor in interest to explicitly assume and agree to be bound by this Agreement. View More

Termination For Good Reason. Means Employee's resignation or other voluntary termination by Employee of Employee's employment with the Company with an effective date that is not later than seventy (70) days after the occurrence of a Good Reason Event (as defined below) and which is documented by Employee's delivery to the Company, within such seventy (70) day period, of written notice of such resignation or termination identifying the Good Reason Event(s) that are the basis for such resignation or termination and stating... that such resignation or termination is a "Termination for Good Reason" due to such 2 identified Good Reason Event(s) (such notice, a "Good Reason Notice"); provided that such a resignation or voluntary termination by Employee shall be a "Termination for Good Reason" only if the Company fails to cure the Good Reason Event(s) that are identified by Employee in such Good Reason Notice within forty (40) days after the Company's receipt of Employee's Good Reason Notice. "Good Reason Event" means the occurrence of any of the following events without Employee's express written consent thereto: (i) a material reduction of Employee's duties, position or responsibilities relative to Employee's duties, position or responsibilities in effect immediately prior to such reduction, unless Employee is provided with comparable duties, position and responsibilities;" (ii) the reduction of Employee's then current base salary or target incentive compensation by ten percent (10%) or more (other than in connection with a general decrease in the base salary or target incentive compensation of other similarly situated executives of the Company); or (iii) the relocation of Employee's principal work location to a facility or a location that is more than thirty (30) miles from Employee's then-current principal work location and which increases Employee's commute from Employee's residence by at least fifty (50) miles. For the avoidance of doubt, neither a Termination Without Cause nor a termination of Employee's employment due to Employee's death or Disability shall constitute a Termination for Good Reason or a Good Reason Event. View More

Termination For Good Reason. Before a Change of Control, "Termination for Good - --------------------------- Reason" shall mean a termination of employment by the Executive as a result of, and within 90 days after the occurrence of, any of the following events: (a) [VERFAILLIE ONLY: THE ASSIGNMENT TO THE EXECUTIVE OF ANY DUTIES THAT ARE MATERIALLY INCONSISTENT IN ANY RESPECT WITH THE EXECUTIVE'S POSITION AS CHIEF EXECUTIVE OFFICER AND HIS DUTIES AND RESPONSIBILITIES AS SET FORTH IN EXHIBIT A AND THE BY-LAWS OF THE COMPANY]... [OTHERS: A SUBSTANTIAL DIMINU- -8- - -TION IN THE EXECUTIVE'S POSITION, AUTHORITY, DUTIES OR RESPONSIBILITIES FROM THOSE IN EFFECT AS OF THE EFFECTIVE DATE], unless such [VERFAILLIE ONLY: ASSIGNMENT] [ OTHERS: DIMINUTION] is remedied by the Company within 30 days after receipt of notice thereof given by the Executive; (b) any reduction in the amount of, or failure to pay, the Executive's current annual base salary or any reduction in the amount of, or failure to pay, the Executive's other long-term aggregate incentive compensation opportunities, perquisites or other benefits, unless such reduction or failure is remedied by the Company within 30 days after receipt of notice thereof given by the Executive, or occurs as a result of a reduction that affects all senior executives of the Company similarly; (c) the Company's requiring the Executive to be based at any office or location more than 35 miles from the office where the executive is employed on the Effective Date or to be based at a location other than the principal executive offices of the Company. After a Change of Control, "Termination for Good Reason" shall mean a termination of employment by the Executive for Good Reason, as that term is defined in the Executive's Change-of-Control Employment Security Agreement. View More

Termination For Good Reason. Shall mean termination by the Executive of his employment at the Executive's initiative following the occurrence of any of the following events without his prior written consent: (1) a reduction in the Executive's base salary or other cash compensation or in his ability to participate in or to receive benefits from any welfare benefit and/or compensation plans without a counter-balancing increase in another element of ... Executive's welfare benefits and/or total compensation package; (2) a material diminution in the Executive's duties or the assignment to the Executive of duties which are materially inconsistent with his duties or which materially impair the Executive's ability to function as the Chief Financial Officer of the Company; (3) the relocation of the Company's principal office, or the Executive's own office location, as assigned to the Executive by the Company to a location more than 35 miles from New Ulm, Minnesota. View More

Termination For Good Reason. Means termination by the Executive of his employment with Stillwater National or Southwest because of a material breach by Stillwater National under a binding employment agreement with the Executive; a material reduction in the Executive's responsibilities or authority; assignment to the Executive of duties of a nonexecutive nature or duties for which he is not reasonably ... equipped by his skills and experience; any material reduction in salary or material reduction in benefits below the amounts to which he was entitled prior to a Change in Control; a requirement that the Executive relocate his principal business office or his principal place of residence outside the Principal Market Area, or the assignment to the Executive of duties that would reasonably require such a relocation; a requirement that the Executive spend more than ninety normal working days away from the Primary Market Area during any consecutive twelve-month period; or failure to provide office facilities, secretarial services, and other administrative services to Executive that are substantially equivalent to the facilities and services provided to the Executive immediately prior to the Change in Control (excluding brief periods during which office facilities may be temporarily unavailable due to fire, natural disaster, or other calamity). Notwithstanding the foregoing: a reduction or elimination of the Executive's benefits under one or more benefit plans maintained by of Stillwater National and Southwest as part of a good faith, overall reduction or elimination of such plan or plans or benefits thereunder applicable to all participants in a manner that does not discriminate against the Executive (except as such discrimination may be necessary to comply with law) shall not constitute an event of Good Reason provided that benefits of the type or to the general extent as those offered under such plans prior to such reduction or elimination are not available to other officers of Stillwater National or any company that controls Stillwater National under a plan or plans in or under which the Executive is not entitled to participate, and receive benefits, on a fair and nondiscriminatory basis. This provision shall not affect the rights of the Executive to enforce this Plan. 2 View More

Termination For Good Reason. Shall have the meaning set forth in the --------------------------- agreement evidencing the grant of Options to a Participant, if applicable.

Termination For Good Reason. For purposes of this Agreement, "Termination for Good Reason" means a termination by the Executive if any of the following occurs without the Executive's express written consent: (i) a material reduction in Executive's Base Salary and/or aggregate incentive compensation opportunities under the Bank's annual and long-term incentive plans or programs, as applicable; (ii) a material reduction in Executive's authority, duties or responsibilities... from the position and attributes associated with the Executive Position or any successor executive position with the Bank that is agreed to and consented by Executive; (iii) a relocation of Executive's principal place of employment by more than 35 miles from the Bank's main office location as of the date of this Agreement; or 2 (iv) a material breach of this Agreement by the Bank. Notwithstanding the foregoing, prior to any termination of employment for Good Reason, Executive must first provide written notice to the Board of Directors of the Bank within 90 days following the initial existence of the condition, describing the existence of such condition, and the Bank shall thereafter have the right to remedy the condition within 30 days of the date the Board received the written notice from Executive, but the Bank may waive its right to cure. If the Bank remedies the condition within such 30-day cure period, then no Good Reason shall be deemed to exist with respect to such condition. If the Bank does not remedy the condition within such 30-day cure period, then Executive may deliver a notice of termination for Good Reason at any time within 60 days following the expiration of such cure period. View More

Termination For Good Reason. Means a Participant's voluntary resignation from the Company as a result of Good Reason.