Good Reason. “Good Reason” means a material negative change to the employment relationship between Executive and the Corporation because: # Executive is removed from Executive’s position as Chief Executive Officer of the Corporation and the Bank; or # the authority, duties or responsibilities of Executive’s principal positions is materially diminished; or # Executive’s base compensation is materially reduced, or # Executive is required to report to a corporate officer or employee instead of directly

Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events: # a material diminution in the Executive’s responsibilities, authority and function, an adverse change to Executive’s job title, or a change in Executive’s reporting relationship that results in the Executive no longer reporting directly to the CEO; # a material reduction in Base Salary except pursuant to a salary reduction program affecting substantially all of the employees of the Company, provided that it does not adversely affect the Executive to a greater extent than other similarly situated employees; # a material change in the principal geographic location at which the Executive provides services to the Company outside of the Greater Boston, Massachusetts area; or # the material breach of this

“Good Reason” means, without the Executive’s consent, # material diminution in title, duties, responsibilities or authority; # reduction of Base Salary, MIP Target or employee benefits except for across-the-board changes for executives at the Executive’s level; # exclusion from executive benefit/compensation plans; # material breach of the Agreement that ​ has not cured within thirty (30) days after the Executive has provided ​ notice of the material breach which shall be given within sixty (60) days of the Executive’s knowledge of the occurrence of the material breach; or # resignation in compliance with securities, corporate governance or other applicable law (such as the US Sarbanes-Oxley Act) as specifically applicable to such Executive. For avoidance of doubt, a change in reporting relationship to the CEO’s designee shall not constitute “Good Reason.”