Common use of Termination by Executive for Good Reason After a Change in Control Clause in Contracts

Termination by Executive for Good Reason After a Change in Control. Executive may terminate the Employment during the term of this Agreement for "Good Reason" after the occurrence of a Change in Control if there is a material negative change to the employment relationship between Executive and the Corporation because: (A) Executive is removed from any of his principal positions; or (B) the status, authority or responsibility of Executive's principal positions is materially diminished; or (C) Executive's Salary as then in effect is materially reduced, or (D) Executive's bonus opportunity is materially reduced; or (E) the overall value to Executive of the fringe benefit programs in which he participates (other than Equity Plans) is materially reduced from the overall value of the fringe benefit programs applicable to Executive immediately before the Change in Control; or (F) any requirement of the Corporation that Executive be based anywhere other than in Branch or contiguous counties or any substantial increase in the business travel required of Executive; or (G) any material breach by the Corporation or the Banks or any successor of its obligations to Executive under this Agreement. Executive may not terminate the employment for "Good Reason" unless: i. Executive notifies the Board in writing, within 90 days after Executive becomes aware of the act or omission constituting Good Reason that the act or omission in question constitutes Good Reason and explaining why the Executive considers it to constitute Good Reason; ii. the Corporation fails, within 30 days after notice from Executive under i. above, to revoke the action or correct the omission and make the Executive whole; and iii. Executive gives notice of termination within 90 days after expiration of the 30-day period under ii. above.

Termination by Executive for Good Reason After a Change in Control. Executive may terminate the Employment during the term of this Agreement for "Good Reason" after the occurrence of a Change in Control if there is a material negative change to the employment relationship between Executive and the Corporation because: (A) Executive is removed from any of his principal positionsposition; or (B) the status, authority or responsibility of Executive's principal positions position is materially diminished; or (C) Executive's Salary as then in effect is materially reduced, or (D) Executive's bonus opportunity is materially reduced; or (E) the overall value to Executive of the fringe benefit programs in which he participates (other than Equity Plans) is materially reduced from the overall value of the fringe benefit programs applicable to Executive immediately before the Change in Control; or (F) any requirement of the Corporation that Executive be based anywhere other than in Branch St. Xxxxxx or contiguous counties or any substantial increase in the business travel required of Executive; or (G) any material breach by the Corporation or the Banks Bank or any successor of its obligations to Executive under this Agreement. Executive may not terminate the employment for "Good Reason" unless: i. Executive notifies the Board in writing, within 90 days after Executive becomes aware of the act or omission constituting Good Reason that the act or omission in question constitutes Good Reason and explaining why the Executive considers it to constitute Good Reason; ii. the Corporation fails, within 30 days after notice from Executive under i. above, to revoke the action or correct the omission and make the Executive whole; and iii. Executive gives notice of termination within 90 days after expiration of the 30-day period under ii. above.

Termination by Executive for Good Reason After a Change in Control. Executive may terminate the Employment during the term of this Agreement for "Good Reason" after the occurrence of a Change in Control if there is a material negative change to the employment relationship between Executive and the Corporation because: (A) Executive is removed from any of his her principal positionsposition; or (B) the status, authority or responsibility of Executive's principal positions position is materially diminished; or (C) Executive's Base Salary as then in effect is materially reduced, ; or (D) Executive's bonus opportunity is materially reduced; or (E) the overall value to Executive of the fringe benefit programs in which he she participates (other than Equity Plansequity plans) is materially reduced from the overall value of the fringe benefit programs applicable to Executive immediately before the Change in Control; or (F) any requirement of the Corporation that Executive be based anywhere other than in Branch County or contiguous counties or any substantial increase in the business travel required of Executive; or (G) any material breach by the Corporation or the Banks Bank or any successor of its their obligations to Executive under this Agreement. Executive may not terminate the employment Employment for "Good Reason" unless: i. Executive notifies the Board in writing, within 90 ninety (90) days after Executive becomes aware of the act or omission constituting Good Reason that the act or omission in question constitutes Good Reason and explaining why the Executive considers it to constitute Good Reason; ii. the Corporation fails, within 30 thirty (30) days after notice Notice from Executive under i. (i) above, to revoke the action or correct the omission and make the Executive whole; and iii. Executive gives notice of termination within 90 ninety (90) days after expiration of the thirty (30-) day period under (ii. ) above.