Change in Control Termination for Good Reason. Notwithstanding any other provision of this Agreement to the contrary, with advance written notice to the Bank as provided for below, the Employee may terminate his employment under this Agreement for Good Reason within twelve (12) months of a Change in Control (as defined in paragraph (a)(4) of this Section 1, and the Employee shall thereupon be entitled to receive the payment described in Sections 1(a)(1) and 1(a)(2) of this Agreement. For purposes of this Agreement, a voluntary termination by the Employee shall be considered a termination with Good Reason if the conditions stated in both clauses (1) and (2) are satisfied – (1) a voluntary termination by the Employee shall be considered a voluntary termination with Good Reason if any of the following occur without the Employee’s advance written consent, and the term Good Reason shall mean the occurrence of any of the following without the Employee’s advance written consent – (i) a material diminution of the Employee’s base compensation, (ii) a material diminution of the Employee’s authority, duties, or responsibilities, (iii) a material diminution in the authority, duties, or responsibilities of the supervisor to whom the Employee is required to report, or (iv) a requirement that the Employee move his personal residence of or perform his principal executive functions by more than fifteen (15) linear miles from his primary office. (2) the Employee must give notice to the Bank of the existence of one or more of the conditions described in clause (1) within ninety (90) days after the initial existence of the condition, and the Bank shall have thirty (30) days thereafter to remedy the condition.
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Change in Control Termination for Good Reason. Notwithstanding any other provision of this Agreement to the contrary, with advance written notice to the Bank as provided for below, the Employee may terminate his employment under this Agreement for Good Reason within twelve twenty-four (1224) months of a Change in Control (as defined in paragraph (a)(4) of this Section 1, and the Employee shall thereupon be entitled to receive the payment described in Sections 1(a)(1) and 1(a)(2) of this Agreement. For purposes of this Agreement, a voluntary termination by the Employee shall be considered a termination with Good Reason if the conditions stated in both clauses (1) and (2) are satisfied –satisfied—
(1) a voluntary termination by the Employee shall be considered a voluntary termination with Good Reason if any of the following occur without the Employee’s advance written consent, and the term Good Reason shall mean the occurrence of any of the following without the Employee’s advance written consent –consent—
(i) a material diminution of the Employee’s base compensation,
(ii) a material diminution of the Employee’s authority, duties, or responsibilities,
(iii) a material diminution in the authority, duties, or responsibilities of the supervisor to whom the Employee is required to report, or
(iv) a requirement that the Employee move his personal residence of or perform his principal executive functions by more than fifteen (15) linear miles from his primary office.
(2) the Employee must give notice to the Bank of the existence of one or more of the conditions described in clause (1) within ninety (90) days after the initial existence of the condition, and the Bank shall have thirty (30) days thereafter to remedy the condition.” The Agreement shall be amended by adding the following new Section 9:
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