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 CreditFinancial Officer or other comparable executive position of Employer as the case may be,and Bank, 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 [SectionSection 5(a)], or [SectionSection 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 Byby the Executive. The Executive may,may terminate his employment hereunder at any time upon written noticefor any reason, including but not limited to Employer, immediately terminate his employment for Good Reason. For purposes of this Agreement, “Good Reason”“Good Reason” shall mean # breach of this Agreement by Employer in any material respect, # any material adverse change in Executive’s status or position asthat 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 connectionhas complied with the termination“Good Reason Process” (hereinafter defined) following the occurrence 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 inof the geographic location at which Executive must perform his duties under this Agreement.following events without the Executive’s consent:

Termination By Executive.by the Executive may, at any time upon written notice to Employer, immediatelyfor Good Reason. The Executive may terminate his employment for Good Reason. For purposes of this Agreement, “Good Reason”“Good Reason” means the existence of any one or more of the following conditions without the Executive’s consent, provided Executive shall meansubmit written notice to the CEO within 45 days such condition(s) first arise specifying the condition(s): # 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 or reduction of the geographicExecutive’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 at whichmore than fifty (50) miles from the San Diego, California area. Upon receipt of written notice from the Executive must performregarding 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 dutiesrights under this Agreement.provision.

Termination Byby the Executive. The Executive may,may terminate employment hereunder at any time upon written notice to Employer, immediately terminate his employment for any reason, including but not limited to, Good Reason. For purposes of this Agreement, “Good Reason” shall mean # breachthat the Executive has completed all steps 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.