Good Reason

Good Reason. The occurrence, without Executive's express written consent, of: (i) any reduction in Executive's compensation other than as permitted pursuant to Section 3 hereof; (ii) a relocation of the Company's headquarters to a location more than twenty (20) miles from the location of the Company's headquarters prior to such relocation; (iii) any breach by the Company of any material provision of this Agreement; or (iv) a significant reduction in the then-effective responsibilities of the Chief Executive... Officer of the Company; provided that Executive gives written notice to the Company of the existence of such a condition within ninety (90) days of the initial existence of the condition, the Company has at least thirty (30) days from the date when such notice is provided to cure the condition without being required to make payments due to termination by the Company for Good Reason (the 'Cure Period'), and Executive actually terminates his employment for Good Reason within thirty (30) days after the expiration of the Cure Period. For the avoidance of doubt and consistent with the terms of this Agreement, in the event the Board appoints someone to succeed Executive as President of the Company, Executive acknowledges and agrees that any such appointment shall not constitute 'Good Reason' so long as Executive remains the Chief Executive Officer of the Company. View More

Good Reason. The occurrence of any of the following events (without Executive's consent): (i) a material reduction of any element of the compensation and benefits required to be provided to Executive in accordance with any of the provisions of Section 3; (ii) a material adverse change in Executive's functions, duties, or responsibilities with the Company or the Bank, which change would cause Executive's position to become one of materially lesser responsibility, importance or scope; (iii) Sterling requiring... Executive to be based at any office or location other than as provided in Section 4 resulting in an increase in Executive's commute of fifty (50) miles or more; or (iv) a material breach of this Agreement by the Company or the Bank. Notwithstanding the foregoing, no such event shall constitute "Good Reason" unless (A) Executive shall have given written notice of such event to the Bank within ninety (90) days after the initial occurrence thereof, (B) the Bank shall have failed to cure the situation within thirty (30) days following the delivery of such notice (or such longer cure period as may be agreed upon by the parties), and (C) Executive terminates employment within thirty (30) days after expiration of such cure period. View More

Good Reason. Means, without Executive's prior consent, (a) a material diminution in Executive's Salary; (b) a material diminution in Executive's duties, authorities, or responsibilities; (c) a material diminution in the authority, duties, or responsibilities of the supervisor to whom the Executive is required to report, including a requirement that the Executive report to a corporate officer or employee other than the Chief Executive Officer of the Company prior to the Management Succession Date as provided... herein and, after the Management Succession Date, a requirement that the Executive report to a corporate officer or employee instead of reporting directly to the Boards; (d) a material breach of this Agreement by the Company or the Bank; or (e) the Bank requiring Executive to move Executive's principal location for work to a location that is sixty (60) miles or more from Salisbury, Maryland (measured by driving distance). View More

Good Reason. Means the occurrence of any of the following events, without the written consent of Executive: (i) any reduction in Executive's Base Salary (as it may have been increased after the Effective Date), except by no more than ten percent (10%) as part of an across the board salary reduction uniformly applied to all executive-level employees of the Company; (ii) any material reduction in Executive's authority, duties or responsibilities or the assignment to Executive of any duties that are... inconsistent with his position or; (iii) any other action or inaction that constitutes a material breach by the Company of this Agreement or any other agreement under which Executive provides services to the Company or any of its Affiliates. Notwithstanding any other provision of this Agreement to the contrary, Executive shall not terminate the Employment Term for Good Reason unless (A) Executive notifies the Company in writing of the condition that Executive believes constitutes Good Reason within ninety (90) days following the Executive's first knowledge of the existence thereof (which notice specifically identifies such condition and the details regarding its existence), (ii) the Company fails to remedy such condition within thirty (30) days after the date on which it receives such notice (the "Remedial Period"), and (iii) Executive terminates the Employment Term within thirty (30) days after the end of the Remedial Period for Good Reason. View More

Good Reason. Any of the following actions taken by the Company without the Executive’s prior written consent: (i) a material reduction in the Executive’s duties, responsibilities or authority; (ii) a material reduction of the Executive’s Base Salary (as defined below); (iii) failure or refusal of a successor to the Company to either materially assume the Company’s obligations under this Agreement or enter into a new employment agreement with the Executive on terms that are materially similar to those... provided under this Agreement, in any case, in the event of a Change of Control; (iv) relocation of the Executive’s primary work location that results in an increase in the Executive’s one-way driving distance by more than twenty-five (25) miles from the Executive’s then-current principal residence; or (v) a material breach of this Agreement by the Company. Notwithstanding the foregoing, Good Reason shall not be deemed to exist unless (A) the Executive gives the Company written notice within sixty (60) days after the first occurrence of the event which the Executive believes constitutes the basis for Good Reason, specifying the particular act or failure to act which the Executive believes constitutes the basis for Good Reason, (B) the Company fails to cure such act or failure to act within thirty (30) days after receipt of such notice and (C) the Executive terminates Executive’s employment within thirty (30) days after the end of such 30- day cure period specified in clause (B). In addition, and notwithstanding anything in this Agreement to the contrary, in connection with a pandemic, national emergency or other event that provides (or is expected to provide) a significant disruption to the Company’s business, the compensation and/or benefits set forth in this Agreement may be reduced if such reduction applies generally to the Company’s officers, and no such reduction (individually or combined with any other reduction(s)) shall give rise to Good Reason or be treated as a breach of this Agreement. View More

Good Reason. Means (i) the assignment to Employee of any duties inconsistent in any material respect with Employee's position or any material reduction in the scope of the Employee's authority and responsibility; (ii) there is a material reduction in Employee's base compensation; (iii) there is a material change in the geographic location of the Employee's principal place of employment; or (iv) the Company otherwise fails to perform any of its material obligations to Employee. The Employee must give the... Company notice of the existence of Good Reason during the 90-day period beginning on the date of the initial existence of Good Reason. If the Company remedies the condition giving rise to Good Reason within 30 days thereafter, Good Reason shall not exist and the Employee will not be entitled to terminate employment for Good Reason. View More

Good Reason. Any of (a) a material reduction in the Executive's responsibilities, (b) a material reduction of the Executive's base salary and benefits, other than a reduction that is common (on either an absolute or proportional basis) either to all employees of the Company or to all members of the Company's Executive Committee, or (c) a relocation of the Executive's place of work without the Executive's consent to a location outside a sixty (60) mile radius of the Company's current Burlington,... Massachusetts office View More

Good Reason. “Good Reason” means without the Employee’s express written consent (i) a material reduction of the Employee’s duties, title, authority or responsibilities, relative to the Employee’s duties, title, authority or responsibilities as in effect immediately prior to such reduction, or the assignment to Employee of such reduced duties, title, authority or responsibilities; provided, however, that Employee may only resign for Good Reason under this subsection 7(d)(i) in the period commencing six... months following a Change of Control and ending on the termination of the Change of Control Period; provided, further, that such resignation for Good Reason may be on account of a material reduction in Employee’s duties, title, authority or responsibilities effectuated at any time during the Change of Control Period, including prior to the date that is six months following a Change of Control; (ii) a reduction by the Company in the base salary of the Employee as in effect immediately prior to such reduction; or (iii) the relocation of the Employee to a facility or a location more than thirty-five (35) miles from such Employee ‘s then present location. View More

Good Reason. (a) shall have the meaning ascribed to such term under an eligible executive's employment agreement with the Company, or (b) if there is no such agreement, shall mean the occurrence of any of the following events or conditions which is not done with the participant's written consent and is not cured within thirty (30) days after the Company receives written notice from the participant setting forth in reasonable detail the basis for the participant's claim of Good Reason: (i) any material... reduction in the participant's Base Salary, other than any reduction made pursuant to and consistent with a broad-based reduction applicable to all similarly situated executives; or (ii) any material diminution in the participant's duties or responsibilities, as modified with the participant's consent. Notwithstanding the foregoing, Good Reason shall not occur unless the participant provides the written notice described above within 90 days of the initial existence of the Good Reason event or condition, and the participant terminates employment within one year of the initial existence of the Good Reason event or condition View More

Good Reason. Shall have the meaning set forth in any written employment or consulting agreement between the Company (or one of its affiliates) and the Employee. If the Employee is not party to such an agreement that defines these terms, then for purposes of this Agreement, "Good Reason" shall mean the occurrence of any of the following events: (i) a material diminution the Employee's annual base salary, other than as a part of one or more decreases that are applied similarly to all of the Employer's... similarly situated employees; or (ii) a material diminution in the Employee's authority, duties, or responsibilities; or(iii) the involuntary relocation of the geographic location of the Employee's principal place of employment by more than 75 miles from the location of the Employee's principal place of employment as of the Effective Date.Notwithstanding the foregoing provisions of this Section 2(d), any assertion by the Employee of a termination of employment for "Good Reason" shall not be effective unless all of the following conditions are satisfied: (A) the condition described in the foregoing clauses of this Section 2(d) giving rise to the Employee's termination of employment must have arisen without the Employee's consent; (B) the Employee must provide written notice to the Employer of such condition in accordance with Section 8 within 45 days of the initial existence of the condition; (C) the condition specified in such notice must remain uncorrected for 30 days after receipt of such notice by the Employer; and (D) the date of the Employee's termination of employment must occur within 90 days after the initial existence of the condition specified in such notice. View More