Good Reason

Good Reason. Means shall mean the occurrence, mean, in connection with a Change in Control, of any of the following events (provided that the Executive shall have given the Company prior written notice describing such event and the matter shall not have been fully remedied by the Company within 30 days after receipt of such notice) : has determined in good faith: (i) any reduction of the Executive's then his existing annual base salary, bonus and/or other short-term incentives; incentives have been reduced,... eliminated or restricted by the Company; (ii) the Company has failed to continue in effect any health, welfare, retirement, vacation and other fringe benefit plans of the Company in which the Executive participated at the time of the Change in Control (or plans providing substantially equivalent benefits) other than as a result of the normal expiration of any such plan in accordance with its terms as in effect at the time of the Change in Control, or the Company shall have taken or failed to take any action which would adversely affect the Executive's continued participation in or the benefits receivable by the Executive under any such plan as in effect at the time of the Change in Control; (iii) the Company has failed to assign to him on a consistent basis executive duties performable at the location at which he worked before the Change in Control which are commensurate with the level of executive duties performed by him immediately prior to such Change in Control; (iv) any failure the Executive is prevented by the Company from continuing to obtain fulfill his responsibilities at a level commensurate with that prior to the assumption Change in Control; or (iv) the Company shall have failed to obtain, at the Executive's request, an assent to the Company's performance of its obligations under this Agreement by from any successor person that succeeds or assign has the practical ability to control (either immediately or with the passage of time), directly or indirectly, the Company. Company's business. View More

Good Reason. The (or a similar term denoting constructive termination) has the meaning, if any, assigned such term in the employment, severance or similar agreement, if any, between a Participant and the Company or an Affiliate, provided, however that if there is no such employment, severance or similar agreement in which such term is defined, "Good Reason" shall mean the occurrence of any of the following, without the express written consent of the affected Participant, after the occurrence of a Change of in Control: (i) (i)(A) the assignment to the Participant of any duties inconsistent in any material adverse respect with the Participant's position, authority or responsibilities as contemplated by Section 5 immediately prior to the date of this Plan, the Change in Control, or (B) any other material adverse change in such position, including titles, authority or responsibilities; (ii) any failure by the Company surviving entity in the Change in Control to comply with any of the provisions of Section 6 of this Plan, other than an insubstantial or inadvertent failure remedied by the Company promptly after receipt of notice thereof given by the Participant; (iii) the Company's requiring the Participant to be based based, or to perform a substantial portion of his or her duties with the Company, at any office or location more than 50 20 miles (or such other distance as shall be set forth in the Company's relocation policy as in effect at the Effective Time) from (x) that location at which he performed his or her services immediately prior to the Change date of Control and (y) the Participant's residence immediately prior to the Change of in Control, except for travel reasonably required in the performance of the Participant's responsibilities; or (iv) any failure by the Company to obtain the assumption and agreement to perform this Agreement Plan by a successor as contemplated by Section 13(b). With respect to the person or persons serving as the Chief Executive Officer of the Company at the time of a Change of Control, and to any other Participant that the Committee shall designate, the definition of Good Reason shall also include the Participant's voluntary termination of employment at any time during the 30-day period commencing on the first anniversary of the date on which a Change of Control occurs. 6(a). View More

Good Reason. (i) reduction in your base salary below $275,000 $391,400 or such higher base salary as is in effect immediately prior to such reduction; (ii) removal from your position as President of the Company, or failure to re-elect or reappoint you to such position or, if the Company shall no longer exist as a result of the Change of Control, failure to elect or appoint you to the position of President of the division or separate entity succeeding to the business of the Company; (iii) a material decrease... in your duties or responsibilities or the assignment to you of duties and responsibilities, which are materially inconsistent with such position; or (iv) the Company's requiring you to relocate your work location outside the Greater Boston, Massachusetts area. View More

Good Reason. Means, without your written consent, any of the following: (i) a material reduction in your base salary; salary, including failure of the Company to pay you your base salary in accordance with payroll practices in effect on the date hereof; or (ii) a requirement that you relocate your principal work location with the Company to a location that is more than 50 miles from your business location in effect on the date of this Agreement; provided, that, it shall be a condition precedent to your... right to terminate for Good Reason that (x) you shall first have given the Company written notice that an event or condition constituting Good Reason has occurred within 90 days after such occurrence, (y) a period of 30 2 business days from and after the giving of such written notice shall have elapsed without the Company having effectively cured or remedied such occurrence during such 30-day 2 business day period, and (z) you shall have tendered his your resignation to be effective within not more than 30 days 1 business day following the end of such 30-day 2 business day cure period. View More

Good Reason. Unless the Executive consents to such action, a reduction in the Executive's compensation that does not apply generally to all senior executive officers of the Employer, the Holding Company and the Bank, a material reduction in the duties of the Executive, or a change in the principal worksite of the Executive to a location that is more than fifty (50) miles from Bar Harbor, Maine Maine. Notwithstanding the above, Good Reason shall not include any reorganization of the board of directors of the... Holding Company or the Bank, or any change in the Executive's position with the Holding Company or the Bank, that occurred prior to the date of this Agreement View More

Good Reason. Shall have the The meaning ascribed to such term in the Executive Severance Agreement

Good Reason. To resign his employment upon the occurrence (without the Executive's prior written consent) of any of the following: (A) a material diminution in the nature or scope of the Executive's responsibilities, duties or authority in his capacity as Chairman, President and Chief Executive Officer, of STR Quality Assurance, without regard to any other responsibilities, duties or authority the Executive may have had or performed for the Company at any time; (B) the Company's material breach of this... Agreement; (C) any change in the Executive's reporting relationship so that he no longer reports to the Board; Chief Executive Officer; (D) a relocation of the Executive's place of employment to a location more than thirty miles by road from Enfield, Connecticut; or (E) any decrease in the Executive's Annual Base Salary, target bonus percentage as set forth in Section 3(a), or benefit plans, programs and arrangements as in effect from time to time (other than a general reduction in base salary, target bonus percentages or benefit plans, programs and arrangements that affects all members of senior management equally); or (E) Executive is removed from the Board of Directors of the Company; provided, however, that the Executive may not resign his employment for Good Reason unless: (x) the Executive provided the Company with at least 30 days prior written notice of his intent to resign for Good Reason (which notice must be provided within 180 45 days following (i) the occurrence of the event(s) purported to constitute Good Reason, or (ii) if the Executive could not reasonably have known of the occurrence of any of such events, the date on which the Executive had actual knowledge of the occurrence of any of such events); and (y) the Company has not remedied the alleged occurrence(s) within the 30-day period following its receipt of such notice from the Executive View More

Good Reason. As Means "good reason" as defined in the Holder's employment agreement with the Company or any of its subsidiaries subsidiaries.

Good Reason. For termination by the Participant of the Participant's Service shall have the meaning set forth in the Participant's employment agreement with the Company or any of its Subsidiaries, if applicable, and otherwise shall mean the occurrence (without the Participant's express written consent), consent) within the two-year period following any Change in Control, of any one of the following acts by the Company, or failures by the Company to act. As set forth below, subsection (i) contains act,... unless such act or failure to act is corrected prior to the elements Date of Good Reason, and subsection (ii) sets forth certain terms and conditions applicable to termination by the Participant for Good Reason; (i) (A) A material diminution Termination specified in the nature or status Notice of the Participant's responsibilities from those Termination given in effect immediately prior to such diminution resulting from, among other things, (1) the respect thereof: i.the assignment to the Participant of any duties materially inconsistent with the Participant's duties and the Participant's position, immediately prior to such assignment, or (2) during the Change of Control Period, the failure status as an executive officer of the Company to ensure that the Participant maintains substantially the same duties and position during such period, with the Company and each other entity that may then be a direct or indirect parent of the Company owning directly or indirectly a majority of the outstanding capital stock of the Company, as the Participant was assigned or held in effect immediately prior to the Change in Control, including without limitation (if the Participant is an executive officer of Control Period; (B) A the Company immediately prior to the Change in Control) ceasing to be a Participant officer of the Company; ii.a material reduction by the Company, during the period of one (1) year immediately prior to the date of the Participant's termination of Service, Company in either or both of (1) the Participant's annual base salary; or (2) the target bonus percentage set forth in the Company's management incentive plan, in each case salary as in effect on the date of this Award Agreement hereof or as the same may be increased from time to time; (C) The iii.the relocation of the Participant's principal place of Service employment to a location more than fifty (50) twenty-five (25) miles from the Participant's principal place of employment immediately prior to such relocation the Change in Control or the Company's requiring the Participant to be based anywhere other than such principal place of employment (or permitted relocation thereof) if such relocation is materially adverse to the Participant, except for required travel on the Company's business to an extent substantially consistent with the Participant's present business travel obligations immediately prior thereto; (D) The failure by obligations; or iv.a material breach of any written employment Plan between the Participant and the Company to pay to the Participant any portion of the Participant's current compensation, or to pay to the Participant any portion of an installment of deferred compensation under any deferred compensation program of the Company, within thirty (30) days of the date such compensation is due; 5 (E) The failure by the Company to continue in effect any material compensation plan in which the Participant participates immediately prior to such failure which is material to the Participant's total compensation, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan, or the failure by the Company to continue the Participant's participation therein (or in such substitute or alternative plan) on a basis not materially less favorable, both in terms of the amount or timing of payment of benefits provided and the level of the Participant's participation relative to other participants, as existed immediately prior to such failure; (F) The failure by the Company to continue to provide the Participant with benefits substantially similar to those enjoyed by the Participant under any of the Company's benefit plans, including without limitation, life insurance, health and accident, or disability plans in which the Participant was participating immediately prior to such failure, the taking of any other action by the Company which would directly or indirectly materially reduce any of such benefits or deprive the Participant of any material fringe benefit enjoyed by the Participant immediately prior to such action, or the failure by the Company to provide the Participant with the number of paid vacation days to which the Participant is entitled on the basis of years of service with the Company in accordance with the Company's normal vacation policy in effect at the time of such failure; or (G) Any material breach by the Company of the Participant's employment agreement with the Company or any of its Subsidiaries. (ii) (A) For purposes of (including this Award Agreement, any purported termination of the Participant's Service which is not effected pursuant to a written notice of termination indicating the specific termination provision relied upon (e.g., Cause, death, etc.) and setting forth in reasonable detail the facts and circumstances claimed to provide a basis for such a termination shall not be effective. (B) Plan). The Participant's right to terminate the Participant's Service employment for Good Reason shall not be affected by the Participant's incapacity due to physical or mental illness. (C) For purposes of any determination regarding the existence of Good Reason, any claim by the Participant that Good Reason exists shall be presumed to be correct unless the Company 6 establishes to the Board by clear and convincing evidence that Good Reason does not exist. (D) Notwithstanding any provision of this definition of Good Reason to the contrary, none of the foregoing provisions of this definition of Good Reason shall constitute Good Reason unless (1) no later than ninety (90) days following the occurrence of any of the events set forth in subsection (i) of this definition of Good Reason above, the Participant provides written notice to the Company of such event containing a description thereof and stating the subsection of subsection (i) of this definition of Good Reason above under which such event constitutes Good Reason (the "Good Reason Notice") and the Company The Participant's continued employment shall not have cured such event within thirty (30) days following its receipt constitute consent to, or a waiver of such notice, and (2) no later than one hundred eighty (180) days, but no earlier than thirty (30) days, following the Company's receipt of such Good Reason Notice, the Participant gives the Company written notice of the Participant's intent rights with respect to, any act or failure to terminate Service due to the occurrence of the event act constituting Good Reason described in such Good Reason Notice. hereunder. 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Good Reason. Either, Means: (i) any failure to obtain a satisfactory agreement from any successor to the Company or the Operating Partnership to assume and agree to perform the Company's or the Operating Partnership's obligations under this Agreement; or (ii) any material breach of this Agreement of any nature whatsoever by the Company or the Operating Partnership.