Common use of Termination by Employee for Good Reason Clause in Contracts

Termination by Employee for Good Reason. The Employee shall have the right at any time to terminate his employment under this Agreement for Good Reason (as defined herein) within ninety (90) days of learning of such Good Reason. For purposes of this Agreement, the term "Good Reason" means (a) any assignment to the Employee of any title or duties that are materially inconsistent with the Employee's present positions, titles, duties, or responsibilities, other than an insubstantial or inadvertent action which is remedied by the applicable Employer promptly after receipt of written notice from the Employee, or which is approved of by the Employee in writing; or (b) any failure by an Employer to comply in a material respect with any provision of Section 3, 4, 5, or 6, other than a insubstantial or inadvertent failure which is remedied by the applicable Employer promptly after receipt of written notice from the Employee. Any termination for Good Reason shall be effective upon the Employee giving the Employers written notice that the Employee is terminating his employment, and setting forth in reasonable detail the basis for such termination, and that such termination is for Good Reason. Any such termination shall be effective upon the giving of such notice by the Employee; and any such notice shall terminate his employment with both Employers. Notwithstanding the above, the assignment to the Employee of any title or duties at the Bank or the Company that he has previously held or performed at the Bank or the Company, shall not be sufficient to constitute Good Reason for termination of employment by the Employee.

Termination by Employee for Good Reason. The Employee shall have the right at any time to terminate his employment under this Agreement for Good Reason (as defined herein) within ninety (90) days of learning of such Good Reason. For purposes of this Agreement, the term "Good Reason" means (a) any assignment to the Employee of any title or duties that are materially inconsistent with the Employee's present positions, titles, duties, or responsibilities, other than an insubstantial or inadvertent action which is remedied by the applicable Employer promptly after receipt of written notice from the Employee, or which is approved of by the Employee in writing; or (b) any failure by an Employer to comply in a material respect with any provision of Section 3, 4, 5, or 6, other than a insubstantial or inadvertent failure which is remedied by the applicable Employer promptly after receipt of written notice from the Employee. Any termination for Good Reason shall be effective upon the Employee giving the Employers written notice that the Employee is terminating his employment, and setting forth in reasonable detail the basis for such termination, and that such termination is for Good Reason. Any such termination shall be effective upon the giving of such notice by the Employee; and any such notice shall terminate his employment with both Employers. Notwithstanding the above, the assignment to the Employee of any title or duties at the Bank or the Company that he has previously held or performed at the Bank or the Company, shall not be sufficient to constitute Good Reason for termination of employment by the Employee.

Termination by Employee for Good Reason. The Employee shall have the right at any time to terminate his employment under this Agreement for Good Reason (as defined herein) within ninety (90) days of learning of such Good Reason. For purposes of this Agreement, the term "Good Reason" means (a) any assignment to the Employee of any title or duties that are materially inconsistent with the Employee's present positions, titles, duties, or responsibilities, other than an insubstantial or inadvertent action which is remedied by the applicable Employer promptly after receipt of written notice from the Employee, or which is approved of by the Employee in writing; or (b) any failure by an Employer to comply in a material respect with any provision of Section 3, 4, 5, or 6, other than a insubstantial or inadvertent failure which is remedied by the applicable Employer promptly after receipt of written notice from the Employee. Any termination for Good Reason shall be effective upon the Employee giving the Employers written notice that the Employee is terminating his employment, and setting forth in reasonable detail the basis for such termination, and that such termination is for Good Reason. Any such termination shall be effective upon the giving of such notice by the Employee; and any such notice shall terminate his employment with both Employers. Notwithstanding the above, the assignment to the Employee of any title or duties at the Bank or the Company that he has previously held or performed at the Bank or the Company, shall not be sufficient to constitute Good Reason for termination of employment by the Employee.

Termination by Employee for Good Reason. The Employee shall have the right at any time to may terminate his employment hereunder for Good Reason. “Good Reason” means (i) a material and sustained diminution in Employee’s duties under this Agreement for Good Reason or a reduction of Employee’s title, (as defined hereinii) within ninety (90) days of learning of such Good Reason. For purposes a material breach by the Company of this Agreement, (iii) relocation of Employee’s principal place of employment to a location that is more than fifty (50) miles from Employee’s place of employment as of the term "Effective Date, without Employee’s consent, (iv) a reduction in the Base Salary, unless such reduction is part of a temporary, across the board reduction for senior executive officers of the Company that does not last more than twelve (12) months, or (v) a material reduction in the Employee’s target Annual Bonus; provided that any such action shall not constitute Good Reason" means Reason unless (aA) any assignment Employee provides written notice to the Employee Company of any title or duties such action within thirty (30) days of the date on which such action first occurs and provides the Company with thirty (30) days to remedy such action (the “Cure Period”), (B) the Company fails to remedy such action within the Cure Period, and (C) Employee resigns within thirty (30) days of the expiration of the Cure Period. If the Employment Period expires because the Expiration Date has been reached while Employee remains employed, neither that are materially inconsistent nor any subsequent resignation of Employee’s employment with the Employee's present positions, titles, duties, or responsibilities, other than an insubstantial or inadvertent action which is remedied by the applicable Employer promptly after receipt of written notice from the Employee, or which is approved of by the Employee in writing; or (b) any failure by an Employer to comply in Company shall be considered a material respect with any provision of Section 3, 4, 5, or 6, other than a insubstantial or inadvertent failure which is remedied by the applicable Employer promptly after receipt of written notice from the Employee. Any termination for Good Reason shall be effective upon the Employee giving the Employers written notice that the Employee is terminating his employment, and setting forth in reasonable detail the basis for such termination, and that such termination is for Good Reason. Any such termination shall be effective upon the giving of such notice by the Employee; and any such notice shall terminate his employment with both Employers. Notwithstanding the above, the assignment to the Employee of any title or duties at the Bank or the Company that he has previously held or performed at the Bank or the Company, shall not be sufficient to constitute Good Reason for termination of employment by the Employee.

Termination by Employee for Good Reason. The Employee shall have the right at any time to terminate his employment under this Agreement for Good Reason (as defined herein) within ninety (90) days of learning of such Good Reason. For purposes of this Agreement, the term "Good Reason" means (a) any assignment to the Employee of any title or duties that are materially inconsistent with the Employee's present positions, titles, duties, or responsibilities, other than an insubstantial or inadvertent action which is remedied by the applicable Employer promptly after receipt of written notice from the Employee, or which is approved of by the Employee in writing; or (b) any failure by an Employer to comply in a material respect with any provision of Section 3, 4, 5, or 6, other than a insubstantial or inadvertent failure which is remedied by the applicable Employer promptly after receipt of written notice from the Employee. Any termination for Good Reason shall be effective upon the Employee giving the Employers written notice that the Employee is terminating his employment, and setting forth in reasonable detail the basis for such termination, and that such termination is for Good Reason. Any such termination shall be effective upon the giving of such notice by the Employee; and any such notice shall terminate his employment with both Employers. Notwithstanding the above, (a) the failure of the Employee to hold the position of Chairman of the Board of the Company arising from any failure of the shareholders of the Company to re-elect the Employee to the Board of Directors of the Company, provided that the Board of Directors of the Company has included the Employee on its slate of nominees as a director, or (b) the assignment to the Employee of any title or duties at the Bank or the Company that he has previously held or performed at the Bank or the CompanyBank, shall not be sufficient to constitute Good Reason for termination of employment by the Employee.

Termination by Employee for Good Reason. The Employee's employment under this Agreement may be terminated by the Employee for "GOOD REASON" upon thirty (30) days written notice to the Corporation. For this purpose, "GOOD REASON" means (i) a change in the location of the Corporation's headquarters or of the office of the Employee from the Washington, D.C. metropolitan area; (ii) a material diminution in the Employee's title, authority or duties, as the same exist on the date hereof; (iii) a reduction in Employee's annual Base Salary or incentive compensation opportunity; or (iv) a material breach of this Agreement by the Corporation. Notwithstanding the foregoing, a termination shall have not be treated as a termination for Good Reason (i) if the right at any time Employee consented in writing to the occurrence of the event giving rise to the claim of termination for Good Reason or (ii) unless the Employee delivered a written notice to the Board within thirty (30) days of his having actual knowledge of the occurrence of one of such events stating that he intends to terminate his employment under this Agreement for Good Reason (as defined herein) within ninety (90) days of learning of such Good Reason. For purposes of this Agreement, and specifying the term "Good Reason" means (a) any assignment to the Employee of any title or duties that are materially inconsistent with the Employee's present positions, titles, duties, or responsibilities, other than an insubstantial or inadvertent action which is remedied by the applicable Employer promptly after receipt of written notice from the Employee, or which is approved of by the Employee in writing; or (b) any failure by an Employer to comply in a material respect with any provision of Section 3, 4, 5, or 6, other than a insubstantial or inadvertent failure which is remedied by the applicable Employer promptly after receipt of written notice from the Employee. Any termination for Good Reason shall be effective upon the Employee giving the Employers written notice that the Employee is terminating his employment, and setting forth in reasonable detail the factual basis for such termination, and that such termination is for Good Reason. Any such termination shall be effective upon the giving event, if capable of such notice by the Employee; and any such notice shall terminate his employment with both Employers. Notwithstanding the above, the assignment to the Employee of any title or duties at the Bank or the Company that he has previously held or performed at the Bank or the Companybeing cured, shall not have been cured within ten (10) days of the receipt of such notice. If the Employee terminates this Agreement for "Good Reason," the Employee shall be sufficient entitled to constitute Good Reason for termination receive the same payments and benefits as he would be entitled to receive pursuant to Paragraph 9.2 hereof in the case of employment by the Employeea Termination Without Cause.

Termination by Employee for Good Reason. The Employee's employment under this Agreement may be terminated by the Employee for "GOOD REASON" upon thirty (30) days written notice to the Corporation. For this purpose, "GOOD REASON" means (i) a change in the location of the Corporation's headquarters or of the office of the Employee from the Washington, D.C. metropolitan area; (ii) a material diminution in the Employee's title, authority or duties, as the same exist on the date hereof; (iii) a reduction in Employee's annual Base Salary or incentive compensation opportunity; (iv) a material breach of this Agreement by the Corporation or (v) the removal of the Employee from the Board of Directors of the Corporation. Notwithstanding the foregoing, a termination shall have not be treated as a termination for Good Reason (i) if the right at any time Employee consented in writing to the occurrence of the event giving rise to the claim of termination for Good Reason or (ii) unless the Employee delivered a written notice to the Board within thirty (30) days of his having actual knowledge of the occurrence of one of such events stating that he intends to terminate his employment under this Agreement for Good Reason (as defined herein) within ninety (90) days of learning of such Good Reason. For purposes of this Agreement, and specifying the term "Good Reason" means (a) any assignment to the Employee of any title or duties that are materially inconsistent with the Employee's present positions, titles, duties, or responsibilities, other than an insubstantial or inadvertent action which is remedied by the applicable Employer promptly after receipt of written notice from the Employee, or which is approved of by the Employee in writing; or (b) any failure by an Employer to comply in a material respect with any provision of Section 3, 4, 5, or 6, other than a insubstantial or inadvertent failure which is remedied by the applicable Employer promptly after receipt of written notice from the Employee. Any termination for Good Reason shall be effective upon the Employee giving the Employers written notice that the Employee is terminating his employment, and setting forth in reasonable detail the factual basis for such termination, and that such termination is for Good Reason. Any such termination shall be effective upon the giving event, if capable of such notice by the Employee; and any such notice shall terminate his employment with both Employers. Notwithstanding the above, the assignment to the Employee of any title or duties at the Bank or the Company that he has previously held or performed at the Bank or the Companybeing cured, shall not have been cured within ten (10) days of the receipt of such notice. If the Employee terminates this Agreement for "Good Reason," the Employee shall be sufficient entitled to constitute Good Reason for termination receive the same payments and benefits as he would be entitled to receive pursuant to Paragraph 9.2 hereof in the case of employment by the Employeea Termination Without Cause.

Termination by Employee for Good Reason. The Employee shall have the right at any time to terminate his employment under this Agreement for Good Reason (as defined herein) within ninety (90) days of learning of such Good Reason. For purposes of this Agreement, the term "Good Reason" means (a) any assignment to the Employee of any title or duties that are materially inconsistent with the Employee's present positions, titles, duties, or responsibilities, other than an insubstantial or inadvertent action which is remedied by the applicable Employer promptly after receipt of written notice from the Employee, or which is approved of by the Employee in writing; or (b) any failure by an Employer to comply in a material respect with any provision of Section 3, 4, 5, or 6, other than a an insubstantial or inadvertent failure which is remedied by the applicable Employer promptly after receipt of written notice from the Employee. Any termination for Good Reason shall be effective upon the Employee giving the Employers written notice that the Employee is terminating his employment, and setting forth in reasonable detail the basis for such termination, and that such termination is for Good Reason. Any such termination shall be effective upon the giving of such notice by the Employee; and any such notice shall terminate his employment with both Employers. Notwithstanding the above, the assignment to the Employee of any title or duties at the Bank or the Company that he has previously held or performed at the Bank or the Company, shall not be sufficient to constitute Good Reason for termination of employment by the Employee.

Termination by Employee for Good Reason. The Employee shall have the right at any time to terminate his employment under this Agreement for Good Reason (as defined herein) within ninety (90) days of learning of such Good Reason. For purposes of this Agreement, the term "Good Reason" means (a) any assignment to the Employee of any title or duties that are materially inconsistent with the Employee's present positions, titles, duties, or responsibilities, other than an insubstantial or inadvertent action which is remedied by the applicable Employer promptly after receipt of written notice from the Employee, or which is approved of by the Employee in writing; or (b) any failure by an Employer to comply in a material respect with any provision of Section 3, 4, 5, or 6, other than a insubstantial or inadvertent failure which is remedied by the applicable Employer promptly after receipt of written notice from the Employee. Any termination for Good Reason shall be effective upon the Employee giving the Employers written notice that the Employee is terminating his employment, and setting forth in reasonable detail the basis for such termination, and that such termination is for Good Reason. Any such termination shall be effective upon the giving of such notice by the Employee; and any such notice shall terminate his employment with both Employers. Notwithstanding the above, the assignment failure of the Employee to hold the position of Chairman of the Board of the Company arising from any failure of the shareholders of the Company to re-elect the Employee to the Employee Board of any title or duties at Directors of the Bank or Company, provided that the Board of Directors of the Company that he has previously held or performed at included the Bank or the CompanyEmployee on its slate of nominees as a director, shall not be sufficient to constitute Good Reason for termination of employment by the Employee.

Termination by Employee for Good Reason. The Employee shall have the right at any time to terminate his employment under this Agreement for Good Reason (as defined herein) within ninety (90) days of learning of such Good Reason. For purposes of this Agreement, the term "Good Reason" means (a) any assignment to the Employee of any title or duties that are materially inconsistent with the Employee's present positions, titles, duties, or responsibilities, other than an insubstantial or inadvertent action which is remedied by the applicable Employer promptly after receipt of written notice from the Employee, or which is approved of by the Employee in writing; or (b) a change in the Employee's principal work location; (c) any failure by an Employer to comply in a material respect with any provision of Section 3, 4, 5, or 6, other than a insubstantial or inadvertent failure which is remedied by the applicable Employer promptly after receipt of written notice from the Employee. Any termination for Good Reason shall be effective upon the Employee giving the Employers written notice that the Employee is terminating his employment, and setting forth in reasonable detail the basis for such termination, and that such termination is for Good Reason. Any such termination shall be effective upon the giving of such notice by the Employee; and any such notice shall terminate his employment with both Employers. Notwithstanding the above, the assignment to the Employee of any title or duties at the Bank or the Company that he has previously held or performed at the Bank or the Company, shall not be sufficient to constitute Good Reason for termination of employment by the Employee.

Termination by Employee for Good Reason. The Employee shall have the right at any time to terminate his employment under this Agreement for Good Reason (as defined herein) within ninety (90) days of learning of such Good Reason. For purposes of this Agreement, the term "Good Reason" means (a) any assignment to the Employee of any title or duties that are materially inconsistent with the Employee's present positions, titles, duties, or responsibilities, other than an insubstantial or inadvertent action which is remedied by the applicable Employer promptly after receipt of written notice from the Employee, or which is approved of by the Employee in writing; or (b) any failure by an Employer to comply in a material respect with any provision of Section 3, 4, 5, or 6, other than a an insubstantial or inadvertent failure which is remedied by the applicable Employer promptly after receipt of written notice from the Employee. Any termination for Good Reason shall be effective upon the Employee giving the Employers written notice that the Employee is terminating his employment, and setting forth in reasonable detail the basis for such termination, and that such termination is for Good Reason. Any such termination shall be effective upon the giving of such notice by the Employee; and any such notice , provided, however, that if the Employee has not previously notified the Employers of the Good Reason event, the Employers shall terminate his employment with both Employershave thirty (30) days to remedy it and, if the applicable Employer fails to remedy it, the termination shall be effective at the end of the 30-day period. Notwithstanding the above, the assignment to the Employee of any title or duties at the Bank or the Company that he the Employee has previously held or performed at the Bank or the Company, shall not be sufficient to constitute Good Reason for termination of employment by the Employee.

Termination by Employee for Good Reason. The Employee shall have the right at any time to terminate his employment under this Agreement for Good Reason (as defined herein) within ninety (90) days of learning of such Other Than A Termination In Connection With A Change in Control). "Good Reason. For purposes " shall mean a termination of employment by Employee because of: (a) the assignment to Employee of any significant duties materially inconsistent with Employee's status as an officer of Alpha Natural Resources or a substantial diminution in the nature of Employee's responsibilities or Employee's status (including, without limitation, Employee being required to report to any person other than the Board of Directors) (without his prior written consent), (b) a material breach by Employer of any material provision of this Agreement, (c) a relocation of Employer's principal place of business or of Employee's own office assigned to Employee by Employer to a location that increases Employee's normal work commute by more than 50 miles, or (d) any illegal activity or material violation of governmental laws, rules or regulations by Employer or the term "Board of Directors in connection with the Employer Entities; provided, that such illegal activity or material violation could reasonably be expected to have a material adverse effect on Employer and the Employer Entities, taken as a whole. In order for Employee to terminate for Good Reason" means , (a) any assignment to the Employee of any title or duties that are materially inconsistent with the Employee's present positions, titles, duties, or responsibilities, other than an insubstantial or inadvertent action which is remedied Employer must be notified by the applicable Employer promptly after receipt of written notice from the Employee, or which is approved of by the Employee in writing; or writing within 90 days of the event constituting Good Reason, (b) any failure the event must remain uncorrected by an Employer to comply for 30 days following such notice (the "Notice Period"), and (c) such termination must occur within 60 days after the expiration of the Notice Period. An across-the-board base salary and/or Target Bonus opportunity reduction and, in the case of base salary, not below the initial base salary set forth in Section 2.1, similarly affecting Employee and all other executives of Employer shall not constitute a material respect with any provision breach of Section 3, 4, 5, or 6, other than a insubstantial or inadvertent failure which is remedied this Agreement by the applicable Employer promptly after receipt of written notice from the Employee. Any termination for Good Reason shall be effective upon the Employee giving the Employers written notice that the Employee is terminating his employment, and setting forth in reasonable detail the basis for such termination, and that such termination is for Good Reason. Any such termination shall be effective upon the giving of such notice by the Employee; and any such notice shall terminate his employment with both Employers. Notwithstanding the above, the assignment to the Employee of any title or duties at the Bank or the Company that he has previously held or performed at the Bank or the Company, shall not be sufficient to constitute Good Reason for termination of employment by the EmployeeEmployer.

Termination by Employee for Good Reason. The Employee shall have the right at any time to terminate his employment under this Agreement for Good Reason (as defined herein) within ninety (90) days of learning of such Good Reason. For purposes of this Agreement, the term "Good Reason" means (a) any assignment to the Employee of any title or duties that are materially inconsistent with the Employee's present positions, titles, duties, or responsibilities, other than an insubstantial or inadvertent action which is remedied by the applicable Employer promptly after receipt of written notice from the Employee, or which is approved of by the Employee in writing; or (b) any failure by an Employer to comply in a material respect with any provision of Section 3, 4, 5, or 6, other than a insubstantial or inadvertent failure which is remedied by the applicable Employer promptly after receipt of written notice from the Employee. Any termination for Good Reason shall be effective upon the Employee giving the Employers written notice that the Employee is terminating his employment, and setting forth in reasonable detail the basis for such termination, and that such termination is for Good Reason. Any such termination shall be effective upon the giving of such notice by the Employee; and any such notice shall terminate his employment with both Employers. Notwithstanding the above, the assignment to the Employee of any title or duties at the Bank or the Company that he has previously held or performed at the Bank or the Company, shall not be sufficient to constitute Good Reason for termination of employment by the Employee.

Termination by Employee for Good Reason. The Employee shall have the right at any time to terminate his employment under this Agreement for Good Reason (as defined herein) within ninety (90) days of learning of such Good Reason. For purposes of this Agreement, the term "Good Reason" means (a) any assignment to the Employee of any title or duties that are materially inconsistent with the Employee's present positions, titles, duties, or responsibilities, other than an insubstantial or inadvertent action which is remedied by the applicable Employer Bank promptly after receipt of written notice from the Employee, or which is approved of by the Employee in writing; or (b) any failure by an Employer the Bank to comply in a material respect with any provision of Section 3, 4, 5, or 6, other than a an insubstantial or inadvertent failure which is remedied by the applicable Employer Bank promptly after receipt of written notice from the Employee. Any termination for Good Reason shall be effective upon the Employee giving the Employers Bank written notice that the Employee is terminating his employment, and setting forth in reasonable detail the basis for such termination, and that such termination is for Good Reason. Any such termination shall be effective upon the giving of such notice by the Employee; and any such notice , provided, however, that if the Employee has not previously notified the Bank of the Good Reason event, the Bank shall terminate his employment with both Employershave thirty (30) days to remedy it and, if the Bank fails to remedy it, the termination shall be effective at the end of the 30-day period. Notwithstanding the above, the assignment to the Employee of any title or duties at the Bank or that the Company that he Employee has previously held or performed at the Bank or the CompanyBank, shall not be sufficient to constitute Good Reason for termination of employment by the Employee.

Termination by Employee for Good Reason. The Employee shall have the right at any time to may terminate his employment under this Agreement hereunder for Good Reason (as defined herein) within ninety (90) days of learning of such "Good Reason". For purposes of this AgreementAs used herein, the term "Good Reason" means shall mean the continuance, after ten (a10) any assignment to the Employee of any title or duties that are materially inconsistent with the Employee's present positions, titles, duties, or responsibilities, other than an insubstantial or inadvertent action which is remedied by the applicable Employer promptly after receipt of days' prior written notice from the Employee, or which is approved of by the Employee in writing; or (b) any failure by an Employer to comply in a material respect with any provision of Section 3, 4, 5, or 6, other than a insubstantial or inadvertent failure which is remedied by the applicable Employer promptly after receipt of written notice from the Employee. Any termination for Good Reason shall be effective upon the Employee giving the Employers written notice that the Employee is terminating his employment, and setting forth in reasonable detail USOP specifying the basis for such terminationEmployee's having Good Reason to terminate this Agreement, of any material breach of this Agreement by the Company, including the failure to pay Employee on a timely basis the amounts to which he is entitled under this Agreement. If, effective on or prior to June 4, 2000, Employee resigns or otherwise terminates his employment for any reason other than Good Reason as defined in this Section 6(f), Employee shall receive no severance compensation (except that the special option vesting and exercise arrangements set forth in Section 6(i) below shall be applicable after April 23, 2000). If, effective after June 4, 2000, Employee resigns or otherwise terminates his employment for any reason other than Good Reason, and if Employee gives the Company at least 30 days' advance written notice of his intention to resign (meaning that such termination is for Good Reason. Any notice may be given prior to June 4, 2000, so long as Employee will remain employed and continue to perform his obligations under this Agreement until sometime after June 4, 2000), such termination shall be effective upon treated as a termination by the giving Company without cause under Section 6(d) above and Employee shall be entitled to severance in accordance with the provisions of such Section 6(d). If, effective after June 4, 2000, Employee resigns or otherwise terminates his employment for any reason other than Good Reason, but if Employee fails to give the Company at least 30 days' advance written notice of his intention to resign, Employee shall receive no severance compensation (except that the special option vesting and exercise arrangements set forth in Section 6(i) below shall be applicable after April 23, 2000). If Employee resigns for Good Reason, Employee shall be entitled to severance as if he had been terminated by the Employee; Company without cause under Section 6(d) above and any Employee shall be entitled to severance in accordance with the provisions of such notice Section 6(d) (and the special option vesting and exercise arrangements set forth in Section 6(i) below shall terminate his employment with both Employers. Notwithstanding the abovebe applicable after April 23, the assignment to the Employee of any title or duties at the Bank or the Company that he has previously held or performed at the Bank or the Company, shall not be sufficient to constitute Good Reason for termination of employment by the Employee2000)."

Termination by Employee for Good Reason. The Employee shall have the right at any time to terminate his her employment under this Agreement for Good Reason (as defined herein) within ninety (90) days of learning of such Good Reason. For purposes of this Agreement, the term "Good Reason" means (a) any assignment to the Employee of any title or duties that are materially inconsistent with the Employee's present positions, titles, duties, or responsibilities, other than an insubstantial or inadvertent action which is remedied by the applicable Employer promptly after receipt of written notice from the Employee, or which is approved of by the Employee in writing; or (b) any failure by an Employer to comply in a material respect with any provision of Section 3, 4, 5, or 6, other than a an insubstantial or inadvertent failure which is remedied by the applicable Employer promptly after receipt of written notice from the Employee. Any termination for Good Reason shall be effective upon the Employee giving the Employers written notice that the Employee is terminating his her employment, and setting forth in reasonable detail the basis for such termination, and that such termination is for Good Reason. Any such termination shall be effective upon the giving of such notice by the Employee; and any such notice shall terminate his her employment with both Employers. Notwithstanding the above, the assignment to the Employee of any title or duties at the Bank or the Company that he she has previously held or performed at the Bank or the Company, shall not be sufficient to constitute Good Reason for termination of employment by the Employee.

Termination by Employee for Good Reason. The (a) Employee shall have the right at any time to may terminate his employment under this Agreement with the Company for Good Reason (as defined hereinbelow). If Employee terminates his employment with the Company for Good Reason at any time and such termination constitutes a “separation from service” with the Company within the meaning of Treasury Regulation Section 1.409A-1(h) (without regard to any permissible alternative definition of “termination of employment” thereunder) (a “Good Reason Termination”), and if Employee (i) executes and delivers to the Company an effective general release of all known and unknown claims in a form acceptable to the Company by the Release Deadline, and (ii) Employee promptly resigns from all of his positions with the Company, Employee then shall be entitled to the Severance Payments and the COBRA Payments, with payments made on the schedules set forth in Section 5.3; provided if such release does not become effective by the Release Deadline, Employee will forfeit any rights to the severance payments under this Section 5.4(a). In addition, if Employee terminates his employment with the Company for Good Reason at any time within ninety twelve (9012) days months after the consummation date of learning of such Good Reason. an Acquisition or an Asset Transfer and he is otherwise entitled to receive the Severance Payments and the COBRA Payments under this Section 5.4, he will also be entitled to receive the Complete Option Acceleration. (b) For purposes of this Agreement, the term "“Good Reason" means ” shall mean Employee’s termination of his employment due to an within sixty (a60) days after the initial occurrence of any assignment of the following conditions or events occur without his consent, if such conditions or events remain in effect more than thirty (30) days after Employee provides written notice to the Employee Company (the “Notice”) of any title or duties that are materially inconsistent with the Employee's present positions, titles, duties, or responsibilities, other than an insubstantial or inadvertent action which is remedied by the applicable Employer promptly after receipt of written notice from the Employee, or which is approved of by the Employee in writing; or (b) any failure by an Employer his intention to comply in a material respect with any provision of Section 3, 4, 5, or 6, other than a insubstantial or inadvertent failure which is remedied by the applicable Employer promptly after receipt of written notice from the Employee. Any termination terminate his employment for Good Reason shall be effective upon which Notice includes specific details of the conditions or events constituting Good Reason; provided, however, that Employee giving the Employers written notice that the Employee is terminating his employment, and setting forth in reasonable detail the basis for such termination, and that such termination is may not terminate for Good Reason. Any such termination shall be effective upon the giving of such notice by the Employee; and any such notice shall terminate his employment with both Employers. Notwithstanding the above, the assignment to the Employee of any title or duties at the Bank or Reason if the Company that he has previously held or performed at remedied the Bank or condition specified in the Company, shall not be sufficient to constitute Good Reason for termination Notice within thirty (30) days following receipt of employment by the Employee.Notice: