Definition of Resignation for Good Reason. For purposes of this Agreement, resigning for “Good Reason” shall mean if Employee resigns because: (i) there has been a diminution in his Base Salary; (ii) he is required to be based in an office that is more than 50 miles from the current location of the office; (iii) he is assigned duties that are materially inconsistent with his position as Vice President and General Counsel; or (iv) there is a material diminution of his status, office, title, responsibility, or reporting requirements.
Definition of Resignation for Good Reason. For purposes of this Agreement, resigning for “Good Reason” shall mean if Employee resigns because: (a) there has been a material diminution in his Base Salary (with the parties in agreement that for this purpose, a material diminution means a diminution of at least 10% in Employee’s Base Salary); (b) he is required to be based in an office that is more than 50 miles from the current location of the office; (c) he is assigned duties that are materially inconsistent with his position as General Counsel and Corporate Secretary; or (d) there is a material diminution of his status, office, title, responsibility, or reporting requirements. Notwithstanding the foregoing, Employee’s resignation shall not be considered to be for Good Reason unless Employee provides written notice to the Company of the condition constituting Good Reason within ninety (90) days of the initial existence of such condition, and the Company fails to remedy such condition within thirty (30) days after receipt of such notice from Employee.
Definition of Resignation for Good Reason. For purposes of this Agreement, a “Resignation for Good Reason” means Executive has resigned from all positions he then-holds with the Company (or any successor thereto) if (1): (i) there is a material diminution of Executive’s authority, including but not limited to decision-making authority, duties, or responsibilities; (ii) there is a material reduction in the Executive’s annual base compensation (including the base salary and target bonus opportunity), where material is considered greater than 5%; (iii) the Executive is required to relocate his primary work location to a facility or location that would increase the Executive’s one way commute distance by more than twenty (20) miles from the Executive’s primary work location as of immediately prior to such change; (iv) a material diminution in the authority, duties, or responsibilities of the supervisor to whom the Executive is required to report, including a requirement that the Executive report to a corporate officer or employee instead of reporting directly to the board of directors of a corporation (or similar governing body with respect to an entity other than a corporation); (v) a material diminution in the budget over which the Executive retains authority; (vi) the Executive is required, as a condition to continued service, to enter into any agreement with the Company or a successor thereto regarding confidentiality, non-competition, non-solicitation or other similar restrictive covenant that is materially more restrictive than under the Proprietary Agreement; (vii) the Company materially breaches its obligations under this Plan or any then-effective written employment agreement with the Executive; or (viii) any acquirer, successor or assign of the Company fails to assume and perform, in all material respects, the obligations of the Company hereunder; and (2) the Executive provides written notice to the Company’s General Counsel within the 60-day period immediately following such action; and (3) such action is not remedied by the Company within thirty (30) days following the Company’s receipt of such written notice; and (4) the Executive’s resignation is effective not later than sixty (60) days after the expiration of such thirty (30) day cure period.
Definition of Resignation for Good Reason. A “Resignation for Good Reason” shall mean a termination of the employment relationship by Executive after (i) an unwarranted material diminution by the Company in Executive’s position or responsibilities without Executive’s consent, or (ii) a reduction in Executive’s Base Salary, provided that within 30 days of any such alleged diminution or reduction, Executive provides the Company with written notice of the basis for his claim that he has Good Reason to terminate his employment and a period of at least 15 days to cure.
Definition of Resignation for Good Reason. For purposes of this Agreement, a resignation for “Good Reason” shall mean, without Executive’s express written consent (i) a significant reduction of Executive’s duties, position or responsibilities relative to Executive’s duties, position or responsibilities in effect immediately prior to such reduction; provided, however, that a reduction in duties, position or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when, following a Change of Control, the Chief Technical Officer of the Company remains the Chief Technical Officer of a division or subsidiary of the acquirer that contains the Company’s business) shall not constitute a “Good Reason”; (ii) a reduction by the Company of Executive’s base salary as in effect immediately prior to such reduction (except as part of a base salary reduction generally applicable to executives); (iii) a material reduction by the Company in the kind or level of employee benefits to which Executive is entitled immediately prior to such reduction with the result that Executive’s overall benefits package is significantly reduced (except as part of a reduction generally applicable to executives); or (iv) a relocation of the Company’s headquarters to a site more than 50 miles from the San Francisco Bay Area; provided, however, that the Company shall have a period of thirty (30) days following receipt of written notice from Executive specifying the grounds for a purported voluntary termination for Good Reason to cure any event or failure that would otherwise constitute Good Reason.
Definition of Resignation for Good Reason. A resignation for good reason will occur if Executive resigns his employment due to the occurrence of any of the following conditions, without Executive’s written consent; provided that Executive provides written notice to Company of the existence of any such condition within ninety (90) days of its initial existence and Company fails to remedy the condition within thirty (30) days of receiving such notice. Notwithstanding the preceding sentence, if Executive does not resign within nine (9) months of the occurrence of a condition described below, Executive is deemed to have consented and acquiesced to the condition which shall not thereafter constitute “Good Reason”:
Definition of Resignation for Good Reason. For purposes of this Option Agreement, an Optionee may regard his or her employment as being constructively terminated and may, therefore, resign within thirty (30) days of the Optionee's discovery of the occurrence of one or more of the following events, any of which shall constitute "good reason" for such resignation:
Definition of Resignation for Good Reason. Executive may terminate his employment with the Bank and the Corporation, or a successor thereto, following a Change of Control and such termination will constitute and be deemed a Resignation for Good Reason for purposes of this Agreement if the Bank and /or Corporation, or a successor thereto within twelve (12) months following a Change of Control; (a) assigns to the Executive, without the Executive's express written consent, any duties inconsistent with the Executive's position, duties, responsibilities and status with the Bank immediately prior to a Change of Control; (b) changes in the Executive's reporting responsibilities, titles or offices as in effect immediately prior to a Change of Control, or removes the Executive from or fails to re-elect Executive to any such positions, titles or offices, except in connection with the termination of Executive's employment of Cause, disability or retirement, as a result of Executive's death, or by Executive other than for good Reason; (c) reduces the Executive's annual salary paid to him on the date of the Change of control or as the same may be increased from time to time thereafter; or (d) fails to continue in effect any benefit or compensation plan, stock ownership plan, stock purchase plan, stock option plan, life insurance plan, health and accident plan, disability plan, or any other benefit plan which the Executive is participating at the time of a Change of Control, or the Bank and/or corporation, or a successor thereto, takes any action which would adversely materially affect the Executive's participation in or materially reduces the Executive's benefits under any of such plan, or the Bank and/or the Corporation, or a successor thereto, deprive Executive of any material fringe benefit enjoyed by Executive at the time of a Change of control. Any purported resignation for Good Reason by Executive shall be communicated by notice to the other party hereto, as specified in Section 8 of this Agreement, which shall expressly indicate the specific termination provision in this Section 4 of the Agreement relied upon by the Executive and shall set forth the facts and circumstances claimed to provide a basis for resignation for Good Reason by Executive under the provision so indicated.
Definition of Resignation for Good Reason. For purposes of this Agreement, “Good Reason” for resignation “Good Reason” shall mean, without Executive’s express written consent (i) a significant reduction of Executive’s duties, position or responsibilities relative to Executive’s duties, position or responsibilities in effect immediately prior to such reduction; provided, however, that a reduction in duties, position or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when, following a Change of Control, the Chief Executive Officer of the Company remains the Chief Executive Officer of a division or subsidiary of the acquirer that contains the Company’s business) shall not constitute a “Good Reason;”; (ii) a reduction by the Company of Executive’s base salary as in effect immediately prior to such reduction (except as part of a base salary reduction generally applicable to executives); or (iii) a material reduction by the Company in the kind or level of employee benefits to which Executive is entitled immediately prior to such reduction with the result that Executive’s overall benefits package is significantly reduced (except as part of a reduction generally applicable to executives); provided, however, that the Company shall have a period of thirty (30) days following receipt of written notice from Executive specifying the grounds for a purported voluntary termination for Good Reason to cure any event or failure that would otherwise constitute Good Reason.
Definition of Resignation for Good Reason. A “Resignation for Good Reason” shall mean a termination of the employment relationship by Executive after (i) an unwarranted material diminution by the Company in Executive’s position or responsibilities without Executive’s consent, or (ii) a material reduction in Executive’s Base Salary, provided that within 30 days of any such alleged diminution or reduction, Executive provides the Company with written notice of the basis for his claim that he has Good Reason to terminate his employment and a period of at least 30 days to cure. If the Company fails to cure such event within the succeeding the 30 day cure period, such termination shall be effective at the end of such thirty 30 day period and Executive shall thereupon become entitled to receive the benefits set forth in Section 8 hereof.
