Termination By Executive. Executive may, at any time upon written notice to Employer, immediately terminate his employment for Good Reason. For purposes of this Agreement, “Good Reason” shall mean # breach of this Agreement by Employer in any material respect, # any material adverse change in Executive’s status or position as the Chief Credit Officer or other comparable executive position of Employer as the case may be, including, without limitation, any material adverse change as a result of a material diminution of his duties or responsibilities, # any removal of Executive from, or any failure to reappoint or re-elect him to, any such position (except in connection with the termination of his employment pursuant to Section 4 or [Section 5(a)], or [Section 5(c)], or by him for other than Good Reason); or # any material change in the geographic location at which Executive must perform his duties under this Agreement.

Termination By Executive. Executive may, at any time upon written notice to Employer, immediately terminate his employment for Good Reason. For purposes of this Agreement, “Good Reason” shall mean # breach of this Agreement by Employer in any material respect, # any material adverse change in Executive’s status or position as the Senior Vice President and Chief Financial Officer of Employer and Bank, including, without limitation, as a result of a material diminution of his duties or responsibilities, # any removal of Executive from, or any failure to reappoint or re-elect him to, any such position (except in connection with the termination of his employment pursuant to Section 4 or Section 5(a), or Section 5(c), or by him for other than Good Reason); or # any material change in the geographic location at which Executive must perform his duties under this Agreement.

Termination by the Executive. The Executive may terminate his employment hereunder at any time for any reason, including but not limited to Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events without the Executive’s consent:

Termination by the Executive for Good Reason. The Executive may terminate his employment for Good Reason. For purposes of this Agreement, “Good Reason” means the existence of any one or more of the following conditions without the Executive’s consent, provided Executive shall submit written notice to the CEO within 45 days such condition(s) first arise specifying the condition(s): # a material change in or reduction of the Executive’s authority, duties and responsibilities, or the assignment to the Executive of duties materially inconsistent with the Executive’s position with the Company; # a material reduction in the Executive’s then current Base Salary or Target Annual Bonus opportunity; or # the requirement that Executive relocate to an office location more than fifty (50) miles from the San Diego, California area. Upon receipt of written notice from the Executive regarding a condition constituting Good Reason, the Company shall then have 30 days to correct the condition (the “Cure Period”). If such condition is not corrected by the last day of the Cure Period, the Executive’s resignation for Good Reason shall become effective on the 31st day following the written notice. The Executive’s continued employment during these periods subsequent to an event that may constitute Good Reason shall not be deemed to be a waiver of his rights under this provision.

Termination by the Executive. The Executive may terminate employment hereunder at any time for any reason, including but not limited to, Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has completed all steps of the