Definition of Good Reason. For purposes hereof, “Good Reason” for Executive to terminate Executive’s employment hereunder shall mean the occurrence of any of the following events without Executive’s consent: # a material reduction in Executive’s salary or benefits (excluding the substitution of substantially equivalent compensation and benefits), other than as a result of a reduction in compensation affecting employees of the Company, or its successor entity, generally; # a material diminution in Executive’s duties or responsibilities, provided however, that, a mere change in title or reporting relationship alone shall not constitute “Good Reason”; or # relocation of Executive’s place of employment to a location more than 50 miles from the Company’s office location, provided, in each case, that if any of the events set forth above shall occur, Executive shall give written notice of such event to the Company, or its successor entity, within thirty (30) days following such event, and if such event is not cured within thirty (30) days from such notice (the “Cure Period”) Executive may exercise Executive’s rights to resign for Good Reason, provided that if Executive has not exercised such right within forty- five (45) days of the expiration of the Cure Period Executive shall be deemed to have agreed to the occurrence of such event.

Definition of “Good Reason”. As used herein, a “Good Reason” shall mean the occurrence of any of the following events without Executive’s written consent: # relocation of Executive’s principal business location to a location more than fifty (50) miles from Executive’s then-current business location; # a material diminution in Executive’s duties, authority or responsibilities; # a material reduction in the Executive’s Base Salary (other than as a result of a broad based reduction of salary similarly affecting other Company executives having comparable rank, authority and seniority); or # any material breach of this Agreement by the Company; provided that # Executive provides Company with written notice that Executive intends to terminate Executive’s employment hereunder for one of the grounds set forth in this Section 2(e) within thirty (30) days of such ground occurring, # if such ground is capable of being cured, the Company has failed to cure such ground within a period of thirty (30) days from the date of such written notice, and # Executive terminates Executive’s employment within sixty-five days from the date that Good Reason first occurs. For purposes of clarification, the above-listed conditions shall apply separately to each occurrence of Good Reason and failure to adhere to such conditions in the event of Good Reason shall not disqualify Executive from asserting Good Reason for any subsequent occurrence of Good Reason. For purposes of this Agreement, “Good Reason” shall be interpreted in a manner, and limited to the extent necessary, so that it shall not cause adverse tax consequences for either party with respect to [Section 409A] (“[Section 409A]”) of the Internal Revenue Code of 1986, as amended (the “Code”) and any successor statute, regulation and guidance thereto.

“Good Reason” means the existence of any of the following, without the Executive’s written consent: # a material diminution in the Executive’s authority, duties, or responsibilities; # a material diminution in Base Salary or Target Opportunity, except for any across-the-board reductions approved by the Board for all similarly-situated employees (not to exceed 10%); # a change to the Executive’s primary work location to a location more than 50 miles away; or # a material breach of the Agreement by the Company including, but not limited to, # the failure of the Company or its Affiliates to obtain the assumption of their obligations under this Agreement by any successor or assign as contemplated in Section 14.6 or # a material breach of this Agreement by the Company. For purposes of this definition, the Executive’s termination will not be considered to have been with Good Reason unless # he provides written notice to the Company of the condition constituting Good Reason within 90 days of the Executive having knowledge of its initial existence, # such condition remains uncured for at least 30 days following the Company’s receipt of such notice, and # the Executive actually terminates employment following the expiration of any cure period but within two years of the initial occurrence of such condition.

“Good Reason” shall mean: # the material breach by the Employer or the Company of any material provision of this Agreement or any other agreement by and between the Executive and any of the Companies affecting the terms of the Executive’s employment with any of the Companies, which breach, if curable, is not remedied within thirty (30) days after the Employer’s or the Company’s receipt of written notice thereof from the Executive; # the material diminution of the Executive’s position, authority, duties or responsibilities with respect to any of the Companies or the assignment to the Executive of duties and responsibilities that are materially inconsistent with those duties and responsibilities customarily assigned to a president and chief executive officer of a similarly situated company; # the failure of any successor of the Company or the Employer to assume in a writing delivered to the Executive and reasonably satisfactory to the Executive the obligations of this Agreement; # solely with respect to [Section 4.1], a reduction in the Executive’s base salary which reduction is not commensurate with that of similarly situated executive officers; # solely with respect to [Section 4.2], a reduction in the Executive’s base salary regardless of whether such reduction is or is not commensurate with that of similarly situated executive officers; # solely with respect to [Section 4.1], treatment of the Executive under the Executive Bonus Plan or under any other executive bonus plan in which similarly situated executive officers of the Company are eligible to participate in a manner inconsistent in any material respect with the treatment under such plan of such similarly situated executive officers, including, without limitation, with respect to eligibility to participate in such plan, conditions and criteria for earning bonuses thereunder and the amount of bonuses thereunder; or # solely with respect to [Section 4.2], any modification of the Executive Bonus Plan or any other executive bonus plan in which similarly situated executive officers of the Company are eligible to participate in a manner that will materially change the Executive’s treatment under such plan including, without limitation, with respect to eligibility to participate in such plan, conditions and criteria for earning bonuses thereunder and the amount of bonuses thereunder and regardless of whether such material change is or is not commensurate with that of similarly situated executive officers. Any termination by Executive for Good Reason may only occur if Executive provides written notice of termination for Good Reason within forty-five (45) days after Executive learns about the occurrence of the event giving rise to the claim of Good Reason and the Company or the Employer fails to remedy the matter within thirty (30) days of receipt of such notice from Executive.

“Good Reason” shall mean the occurrence of any of the following without Executive’s consent: (i) a material reduction of Executive’s duties or responsibilities, relative to Executive’s duties or responsibilities as in effect immediately prior to such reduction; (ii) a reduction of more than ten percent (10%) in Executive’s Base Salary as in effect immediately prior to such reduction; (iii) a reduction of more than ten percent (10%) by the [[Organization A:Organization]] in the kind or level of employee benefits, including bonuses, for which Executive was eligible (although amounts actually earned will vary) immediately prior to such reduction, with the result that Executive’s overall benefits package is materially reduced, excluding any equity component thereof; (iv) the relocation of Executive to a facility or a location more than twenty-five (25) miles from the [[Organization A:Organization]]’s present location in Lakewood, Colorado; provided, however, than a reduction that is generally applicable to all executives of the [[Organization A:Organization]] shall not constitute “Good Reason” under [clauses (ii) and (iii) hereof]. A termination of employment by Executive shall not be deemed to be for Good Reason unless (A) Executive gives the [[Organization A:Organization]] written notice describing the event or events which are the basis for such termination within 60 days after the event or events occur, (B) such grounds for termination (if susceptible to correction) are not corrected by the [[Organization A:Organization]] within 30 days of the [[Organization A:Organization]]’s receipt of such notice (the “Correction Period”), and (C) Executive terminates Executive’s employment no later than 30 days following the Correction Period.

For purposes of this Plan, “Good Reason” shall mean any of the following actions taken without Cause by the Company or a successor corporation or entity without Executive’s consent: # material reduction of Executive’s base salary, provided, however, that a material reduction in the Executive’s base salary pursuant to a salary reduction program affecting all or substantially all similarly situated employees of the Company and that does not adversely affect the Executive to a greater extent than other similarly situated employees shall not constitute Good Reason; # material reduction in Executive’s authority, duties or responsibilities, provided, however, that a change in job position (including a change in title) shall not be deemed a “material reduction” unless Executive’s new authority, duties or responsibilities are materially reduced from the prior authority, duties or responsibilities; # failure or refusal of a successor to the Company to materially assume the Company’s obligations under this Plan in the event of a Change in Control as defined above; or # relocation of Executive’s principal place of employment that results in an increase in Executive’s one-way driving distance by more than 50 miles from Executive’s then current principal residence. In order to resign for Good Reason, the Executive must provide written notice of the event giving rise to Good Reason to the Board within 90 days after the condition arises, allow the Company 30 days to cure such condition, and if the Company fails to cure the condition within such period, the Executive’s resignation from all positions he or she then holds with the Company must be effective not later than 90 days after the end of the Company’s cure period.

For purpose of this Agreement, Good Reason means the occurrence of any of the following events, except for the occurrence of such an event in connection with the termination of the Executive’s employment for Disability or for death, or except as otherwise agreed to by the Executive, # any substantial diminution in the Executive’s job responsibilities or a material adverse change in the Executive’s title or status, # a reduction by the Companies in the Executive’s Annual Base Salary, the failure to maintain on behalf of the Executive (and his dependents) benefits which are at least comparable in the aggregate to those in effect as of the date of this Agreement, or a determination for reasons other than Good Cause not to extend the term of this Agreement or # the relocation of the principal place of the Executive’s employment by more than 50 miles from TrustCo’s principal executive office as of the date of this Agreement; provided, that any of the events described in [clauses (i) through (iii) above] shall constitute Good Reason only if the Companies fail to cure such event within 30 days after receipt from the Executive of written notice of the event that constitutes Good Reason; and provided further, that the Executive shall cease to have a right to terminate due to Good Reason on the 180th day following the later of the occurrence of the event or the Executive’s knowledge thereof, unless the Executive has given the Companies notice thereof prior to such date.

For purposes of this Agreement, the term “Good Reason” shall mean any of the following: # the Company removes Executive from a SVP General Counsel position, other than due to his resignation or for Cause; # the Company decreases or fails to pay the compensation described in Section 3 of this Agreement (in accordance with, and subject to, such provisions); # a material breach of this Agreement by the Company; # Executive’s job site is relocated to a location which is more than twenty five (25) miles from Stamford, Connecticut and more than twenty five (25) miles from Executive’s home address, unless the parties mutually agree in writing to such relocation; # material diminution of Executive’s duties or responsibilities (it being understood by the parties that a simultaneous increase and decrease of Executive’s duties and responsibilities shall not constitute Good Reason) or # the failure by the Company to obtain the express written assumption of this Agreement by any successor to all or substantially all of the Company’s business or operations; provided, however, that a termination by Executive for Good Reason under this Section 4(e)(ii) shall be effective only if, within 20 days following delivery of a written notice by Executive to the Company that Executive is terminating his employment for Good Reason and that reasonably identified the reason(s) for such determination, such notice to be given not later than 90 days after the occurrence (or, if later, the date that Executive becomes aware or reasonably should have become aware of such occurrence) of the event(s) claimed to constitute Good Reason, the Company has failed to cure the circumstances giving rise to Good Reason.

“Good Reason” means any of the following in each case without Executive’s consent: # a material breach of this Agreement by the Company; # a material adverse change in the Executive’s position with the Company; # the Company’s material failure to pay amounts or provide benefits when due under this Agreement, or # a material diminution in Executive’s authority, duties or responsibilities;. Notwithstanding the foregoing, Good Reason shall not be deemed to exist unless Executive provides written notice to the Company describing in detail the basis and underlying facts supporting Executive’s belief that a Good Reason event has occurred within thirty (30) days after Executive first becomes aware of such facts. Executive’s termination of the Employment Period for Good Reason will be effective only if the Company has not cured or remedied the Good Reason event within thirty (30) calendar days after its receipt of such written notice.

“Good Reason” means the Executive’s resignation from employment after the occurrence of one of the following events without the Executive’s consent: # a reduction of Executive’s base salary which is not part of a broad cost-cutting effort; # any requirement that Executive engage in any illegal or unethical conduct, after Executive has given the Company 30 days’ notice and opportunity to cure; # the Company’s failure to fully cure within thirty (30) days any material breach by the Company of the Plan or of any other material agreement between Executive and the Company, in each case which Executive has notified the Board in writing; # a relocation of Executive’s principal place of employment by more than thirty-five (35) miles; or # a material reduction in duties and responsibilities.