Good Reason. The Executive may terminate his employment for Good Reason within ninety (90) days of the occurrence of any of the events specified below, provided that Executive shall have given Corporation written notice of such occurrence and 30 days to cure the alleged event. For purposes of the Agreement, "Good Reason" shall mean:

Good Reason. The Executive’s employment may be terminated during the Employment Period by the Executive for Good Reason or by the Executive voluntarily without Good Reason. “Good Reason” means actions taken by the Company or an Affiliated Entity resulting in a material negative change in the employment relationship. For these purposes, a “material negative change in the employment relationship” shall include, without limitation:

Good Reason. “Good Reason” shall have the meaning set forth in the Participant’s employment agreement, or if not so defined, shall mean the occurrence, without the Participant’s express written consent, of # an adverse change in the Participant’s employment title; # a material diminution in the Participant’s employment duties or responsibilities or authority, or the assignment to the Participant of duties that are materially inconsistent with the Participant’s position; # any reduction in base salary or target annual bonus opportunity; # any breach by the Company of any material provision of this Agreement or any other material agreement between the Participant and the Company; or # a material diminution in the Participant’s reporting line.

Good Reason. The term “Good Reason” means the satisfaction of all of the following requirements:

Good Reason. If you are a party to a severance or employment agreement with the Company, Good Reason shall have the meaning set forth therein. If you are not a party to a severance or employment agreement with the Company, Good Reason shall mean, without your express written consent, the occurrence of any of the following circumstances, provided you give notice to the Company of your intent to terminate your employment for Good Reason within 90 days after notice to you of such circumstances and such circumstances are not fully corrected by the Company or any Subsidiary or Affiliate within 30 days after your notice:

Good Reason. “Good Reason” means a material negative change to the employment relationship between Executive and the Corporation because: # Executive is removed from Executive’s position as Chief Executive Officer of the Corporation and the Bank; or # the authority, duties or responsibilities of Executive’s principal positions is materially diminished; or # Executive’s base compensation is materially reduced, or # Executive is required to report to a corporate officer or employee instead of directly

Good Reason. For purposes of this Agreement, Executive shall have “Good Reason” for resignation from employment with the Company if any of the following actions are taken by the Company or a successor corporation or entity without Executive’s prior written consent: # a material reduction in Executive’s base salary, which the Parties agree is a reduction of at least 10% of Executive’s Base Salary (unless pursuant to a salary reduction program applicable generally to the Company’s similarly situated employees); # a material reduction in Executive’s duties (including responsibilities and/or authorities), provided, however, that a change in job position (including a change in title) shall not be deemed a “material reduction” in and of itself unless Executive’s new duties are materially reduced from the prior duties; or # relocation of Executive’s principal place of employment to a place that increases Executive’s one-way commute by more than thirty-five (35) miles as compared to Executive’s principal place of employment immediately prior to such relocation. In order to resign for Good Reason, Executive must provide written notice to the Board within 30 days after the first occurrence of the event giving rise to Good Reason setting forth the basis for Executive’s resignation, allow the Company at least 30 days from receipt of such written notice to cure such event, and if such event is not reasonably cured within such period, Executive must resign from all positions Executive then holds with the Company not later than 30 days after the expiration of the cure period.

Definition. “Confidential Information” means any Company proprietary information, technical data, trade secrets or know-how, including, but not limited to, research, product plans, products, services, customers, customer lists, databases, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances or other business information disclosed by the Company either directly or indirectly in writing, orally or by drawings or inspection of equipment.

Definition. As used herein, the term Rent includes Base Rent, Percentage Rent and all other monetary obligations of the Tenant under this Lease.

Definition. A “Reorganization Event” shall mean: # any merger or consolidation of the Company with or into another entity as a result of which all of the Common Stock of the Company is converted into or exchanged for the right to receive cash, securities or other property or is cancelled, # any transfer or disposition of all of the Common Stock of the Company for cash, securities or other property pursuant to a share exchange or other transaction or # any liquidation or dissolution of the Company.