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 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.

Good Reason. For purposes of this Agreement, “Good Reason” shall mean # a material breach by Company of the provisions of this Agreement, which failure has not been cured within 30 days after a written notice of such noncompliance has been given by Executive to Company; # any purported termination of Executive’s employment which is not effected in compliance with the requirements of this Agreement; # any reduction in title or a material adverse change in Executive’s responsibilities or authority which are inconsistent with, or the assignment to Executive of duties inconsistent with, Executive’s status as Chief Financial Officer of Company; or # any reduction in Executive’s annual base salary as in effect on the date hereof or as the same may be increased from time to time.