Ohio Uses in Good Reason Clause

Good Reason from Termination Protection Agreement

THIS TERMINATION PROTECTION AGREEMENT (as hereinafter amended from time to time, this Agreement) is made and entered into by and among Sterling Jewelers Inc., a Delaware corporation (the Company) and Mark S. Light (the Executive), effective as of October 15, 2015 (the Effective Date).

Good Reason. means within one (1) year following a Change of Control and without the Executives prior written consent: (A) any material reduction in his target or maximum potential annual compensation opportunities as set forth on the attached Schedule 1; (B) a material diminution in Executives authority, duties or responsibilities as set forth on Schedule 1; (C) any requirement that the Executive relocate his principal place of employment by more than fifty miles from Akron, Ohio and from Executives principal residence; or (D) a material breach by the Company of its payment obligations to the Executive as set forth on Schedule 1, which breach remains uncured for thirty days following written notice thereof provided by the Executive to the Company; provided that, no event described in clauses (A) (D) shall constitute Good Reason unless (i) Executive has given the Company written notice of the termination, setting forth the conduct of the Company that is alleged to constitute Good Reason, within ninety 90 days following the first occurrence of such event, and (ii) Executive has provided the Company at least thirty (30) days following the date on which such notice is provided to cure such conduct and the Company has failed to do so.

Good Reason from Termination Protection Agreement

THIS TERMINATION PROTECTION AGREEMENT (as hereinafter amended from time to time, this Agreement) is made and entered into by and among Sterling Jewelers Inc., a Delaware corporation (the Company) and Michele Santana (the Executive), effective as of October 15, 2015 (the Effective Date).

Good Reason. means within one (1) year following a Change of Control and without the Executives prior written consent: (A) any material reduction in Executives target or maximum potential annual compensation opportunities as set forth on the attached Schedule 1; (B) a material diminution in Executives authority, duties or responsibilities as set forth on Schedule 1; (C) any requirement that the Executive relocate Executives principal place of employment by more than fifty miles from Akron, Ohio and from Executives principal residence; or (D) a material breach by the Company of its payment obligations to the Executive as set forth on Schedule 1, which breach remains uncured for thirty days following written notice thereof provided by the Executive to the Company; provided that, no event described in clauses (A) (D) shall constitute Good Reason unless (i) Executive has given the Company written notice of the termination, setting forth the conduct of the Company that is alleged to constitute Good Reason, within ninety 90 days following the first occurrence of such event, and (ii) Executive has provided the Company at least thirty (30) days following the date on which such notice is provided to cure such conduct and the Company has failed to do so.

Good Reason from Termination Protection Agreement

THIS TERMINATION PROTECTION AGREEMENT (as hereinafter amended from time to time, this Agreement) is made and entered into by and among Sterling Jewelers Inc., a Delaware corporation (the Company) and Steven J. Becker (the Executive), effective as of October 15, 2015 (the Effective Date).

Good Reason. means within one (1) year following a Change of Control and without the Executives prior written consent: (A) any material reduction in Executives target or maximum potential annual compensation opportunities as set forth on the attached Schedule 1; (B) a material diminution in Executives authority, duties or responsibilities as set forth on Schedule 1; (C) any requirement that the Executive relocate Executives principal place of employment by more than fifty miles from Akron, Ohio and from Executives principal residence; or (D) a material breach by the Company of its payment obligations to the Executive as set forth on Schedule 1, which breach remains uncured for thirty days following written notice thereof provided by the Executive to the Company; provided that, no event described in clauses (A) (D) shall constitute Good Reason unless (i) Executive has given the Company written notice of the termination, setting forth the conduct of the Company that is alleged to constitute Good Reason, within ninety 90 days following the first occurrence of such event, and (ii) Executive has provided the Company at least thirty (30) days following the date on which such notice is provided to cure such conduct and the Company has failed to do so.

Good Reason from Termination Protection Agreement

THIS TERMINATION PROTECTION AGREEMENT (as hereinafter amended from time to time, this Agreement) is made and entered into by and among Sterling Jewelers Inc., a Delaware corporation (the Company) and Ed Hrabak (the Executive), effective as of October 15, 2015 (the Effective Date).

Good Reason. means within one (1) year following a Change of Control and without the Executives prior written consent: (A) any material reduction in Executives target or maximum potential annual compensation opportunities as set forth on the attached Schedule 1; (B) a material diminution in Executives authority, duties or responsibilities as set forth on Schedule 1; (C) any requirement that the Executive relocate Executives principal place of employment by more than fifty miles from Akron, Ohio and from Executives principal residence; or (D) a material breach by the Company of its payment obligations to the Executive as set forth on Schedule 1, which breach remains uncured for thirty days following written notice thereof provided by the Executive to the Company; provided that, no event described in clauses (A) (D) shall constitute Good Reason unless (i) Executive has given the Company written notice of the termination, setting forth the conduct of the Company that is alleged to constitute Good Reason, within ninety 90 days following the first occurrence of such event, and (ii) Executive has provided the Company at least thirty (30) days following the date on which such notice is provided to cure such conduct and the Company has failed to do so.

Good Reason from Termination Protection Agreement

THIS TERMINATION PROTECTION AGREEMENT (as hereinafter amended from time to time, this Agreement) is made and entered into by and among Sterling Jewelers Inc., a Delaware corporation (the Company) and George Murray (the Executive), effective as of October 15, 2015 (the Effective Date).

Good Reason. means within one (1) year following a Change of Control and without the Executives prior written consent: (A) any material reduction in Executives target or maximum potential annual compensation opportunities as set forth on the attached Schedule 1; (B) a material diminution in Executives authority, duties or responsibilities as set forth on Schedule 1; (C) any requirement that the Executive relocate Executives principal place of employment by more than fifty miles from Akron, Ohio and from Executives principal residence; or (D) a material breach by the Company of its payment obligations to the Executive as set forth on Schedule 1, which breach remains uncured for thirty days following written notice thereof provided by the Executive to the Company; provided that, no event described in clauses (A) (D) shall constitute Good Reason unless (i) Executive has given the Company written notice of the termination, setting forth the conduct of the Company that is alleged to constitute Good Reason, within ninety 90 days following the first occurrence of such event, and (ii) Executive has provided the Company at least thirty (30) days following the date on which such notice is provided to cure such conduct and the Company has failed to do so.

Good Reason from Termination Protection Agreement

THIS TERMINATION PROTECTION AGREEMENT (as hereinafter amended from time to time, this "Agreement") is made and entered into by and among Sterling Jewelers Inc., a Delaware corporation (the "Company") and Michael W. Barnes (the "Executive"), effective as of February 1, 2014 (the "Effective Date").

Good Reason. " shall mean without the Executive's prior written consent: (A) any material reduction in his target or maximum potential annual compensation opportunities as set forth on the attached Schedule 1; (B) any diminishment in the Executive's title, principal responsibilities or basic reporting relationships as set forth on Schedule 1; (C) any requirement that the Executive relocate his principal place of employment by more than fifty miles from Akron, Ohio; or (D) a material breach by the Company of its obligations to the Executive as set forth on Schedule 1, which breach remains uncured for thirty days following written notice thereof provided by the Executive to the Company.

Good Reason from Incentive Compensation Plan

Good Reason. Means, without the Participants express written consent, the occurrence of any one or more of the following (unless otherwise prescribed by the Committee in a grant agreement): (i) any material reduction in the Participants base compensation and incentive compensation opportunities (to the extent such incentive compensation opportunities are a regular and substantial part of the Participants base compensation) below the amount in effect immediately before the Change in Control or, if higher, the amount in effect before any reduction in the Participants base compensation and incentive compensation opportunities made in contemplation of the Change in Control; (ii) any material reduction in the Participants duties, responsibilities, or position with respect to the Company from the duties, responsibilities, or position as in effect immediately before the Change in Control or as in effect immediately before any reduction in any such item made in contemplation of the Change in Control; or (iii) any shift of the Participants principal place of employment with the Company to a location that is more than fifty (50) miles (by straight line measurement) from the site of the Companys headquarters in Hudson, Ohio at the relevant time. The Participant shall have a voluntary termination for Good Reason only if: (i) the Participant provides written notice to the Company within ninety (90) days after the initial occurrence of an above event describing in detail the event and stating that the Participants employment will terminate upon a specified date in such notice (the Good Reason Termination Date), which date is not earlier than thirty (30) days after the date such notice is provided to the Company (the Notice Delivery Date) and not later than ninety (90) days after the Notice Delivery Date, and (ii) the Company does not remedy the event prior to the Good Reason Termination Date.

Good Reason from Change in Control Agreement

This Agreement, dated October 16, 2009, is entered into by and between CECO Environmental Corp. (the Company), and Dennis W. Blazer (Executive). For good and valuable consideration, the sufficiency of which is hereby acknowledged, the Company and the Executive agree as follows:

Good Reason. shall mean: (i) the relocation of the location of Executives regular work place to a location more than 35 miles from its current location in Cincinnati, Ohio (excluding travel in the course of performing Executives duties), (ii) demotion of the Executive to a position with materially diminished authority, duties or responsibilities without the mutual agreement of the Company and the Executive, and (iii) the material reduction of Executives Base Salary below $260,000.

Good Reason from Severance Protection Agreement

THIS AMENDED AND RESTATED SEVERANCE PROTECTION AGREEMENT is made and effective as of December 31, 2008, by and between Invacare Corporation, an Ohio corporation with its principal place of business at One Invacare Way, Elyria, Ohio 44036 (Invacare or the Company), and Gerald B. Blouch (the Executive).

Good Reason. Executive shall have Good Reason to terminate his employment under this Agreement if one or more of the events listed in (a) through (f) of this Section occurs and, based upon that event, Executive gives notice of his intention to terminate his employment effective on a date that is within 90 days of the initial occurrence of that event and Invacare does not cure the condition(s) constituting the event within 30 days after such notice: (i) Executive is subjected to a material Demotion or Removal involving the Executives authority, duties, or responsibilities or in those of the individual to whom the Executive is required to report; (ii) Executives Annual Base Salary, which shall mean his salary for the most recent fiscal year of the Company, is materially reduced (which for this purpose shall be deemed to occur if the reduction is equivalent to a five percent (5%) or greater reduction in the Executives Annual Base Salary); (iii) Executives opportunity for incentive compensation as an officer or employee of the Company is materially reduced from the level of his opportunity for such incentive compensation for the prior year, without his prior written consent (which for this purposes shall be deemed to occur if the reduction is equivalent to a five percent (5%) or greater reduction in Executives Annual Base Salary); (iv) Executive is excluded from full participation in any benefit plan or arrangement maintained for senior executives of the Company generally, and such exclusion materially reduces the benefits provided to the Executive; (v) Executives responsibilities, duties, or authority as an officer or employee of the Company are at any time materially reduced from those then currently held by him; or (vi) Executives principal place of employment is relocated more than 35 miles from One Invacare Way, Elyria, Ohio without his prior written consent.

Good Reason from Separation Agreement

This SPECIAL SEPARATION AGREEMENT (Agreement) is entered into as of this 17th day of_July, 2007, by and between First National Bank (the Company) and Thomas M. Fast (the Executive) and is guaranteed by National Bancshares Corp. (the Parent Company).

Good Reason. The term Good Reason shall include: a. any reduction in either the current base salary or the annual bonus of the Executive; b. any material reduction in the employee benefits and fringe benefits of the Executive; c. any material reduction in the position, office or title of the Executive; d. the Executive ceases to have the powers, perquisites, responsibilities or duties commensurate with being the Senior Vice President and Senior Loan Officer of a bank of comparable size to the Company; e. the Executive ceases to report to the President and Chief Executive Officer of the Bank; or f. the principal place of employment of the Executive is relocated to any location which is outside of a twenty (20) mile radius of the current main office of the Company in Orrville, Ohio.