Common use of Change in Control Clause in Contracts

Change in Control. For purposes of this Agreement, a “Change in Control” shall be deemed to have occurred if (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 20% or more of the total voting power represented by the Company’s then outstanding Voting Securities, (ii) individuals who on the date of this Agreement are members of the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the members of the Board (provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board), or (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company’s assets.

Change in Control. For purposes of this Agreement, a “Change in Control” shall be deemed to have occurred if (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”amended), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange said Act), directly or indirectly, of securities of the Company representing 20% or more of the total voting power represented by the Company’s then outstanding Voting Securities, (ii) individuals who on the date of this Agreement are members of the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the members of the Board (provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board), or (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company’s assets.

Change in Control. For purposes of this Agreement, a “Change change in Controlcontrol” shall be deemed to have occurred if (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”amended), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange ActAct of 1934, as amended), directly or indirectly, of securities of the Company representing 20% or more of the total voting power represented by the Company’s then outstanding Voting Securities, voting securities; or (ii) during any period of two consecutive years, individuals who on at the date beginning of this Agreement are members such period constitute the Board and any new director whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds (2/3) of the Board (directors then still in office who either were directors at the “Incumbent Board”) beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the members of the Board (provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board), thereof; or (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which that would result in the Voting Securities voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities voting securities of the surviving entity) at least 80% of the total voting power represented by the Voting Securities voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, ; or (iv) the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) of all or substantially all of the Company’s assets.

Change in Control. For purposes of this Agreement, a “Change in Control” of the Company shall be deemed to have occurred if mean the occurrence of any of the following events: (ia) The consummation of: (1) any consolidation, merger or plan of share exchange involving the Company (a “personMerger”) as a result of which the holders of outstanding securities of the Company ordinarily having the right to vote for the election of directors (“Voting Securities”) immediately prior to the Merger do not continue to hold at least 50% of the combined voting power of the outstanding Voting Securities of the surviving corporation or a parent corporation of the surviving corporation immediately after the Merger, disregarding any Voting Securities issued to or retained by such holders in respect of securities of any other party to the Merger; or (2) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, the assets of the Company; (b) At any time during a period of two consecutive years, individuals who at the beginning of such period constituted the Board (“Incumbent Directors”) shall cease for any reason to constitute at least a majority thereof; provided, however, that the term “Incumbent Director” shall also include each new director elected during such two-year period whose nomination or election was approved by two-thirds of the Incumbent Directors then in office; or (c) Any person (as such term is used in Sections 13(d) and Section 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than a trustee the Company or other fiduciary holding securities under an any employee benefit plan of the Company or a corporation owned directly or indirectly sponsored by the stockholders Company) shall, as a result of the Company in substantially the same proportions as their ownership of stock of a tender or exchange offer, open market purchases or privately negotiated purchases from anyone other than the Company, is or becomes have become the “beneficial owner” owner (as defined in within the meaning of Rule 13d-3 under the Securities Exchange ActAct of 1934), directly or indirectly, of securities of the Company Voting Securities representing twenty percent (20% %) or more of the total combined voting power represented by of the Company’s then outstanding Voting Securities, (ii) individuals who on the date of this Agreement are members of the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the members of the Board (provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board), or (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company’s assets.

Change in Control. For purposes of this Agreement, a “Change in Control” shall be deemed to have occurred if mean the consummation of a reorganization, merger, consolidation, statutory share exchange or similar form of corporate transaction involving the Company or a subsidiary of the Company (ia “Reorganization”), or the sale or other disposition of all or substantially all of the Company’s assets (a “Sale”) any or the acquisition of assets or stock of another corporation or other entity (an “person” Acquisition”), unless immediately following such Reorganization, Sale or Acquisition: (A) all or substantially all of the individuals and entities who were the beneficial owners (as such term is used defined in Sections 13(d) Rule 13d-3 of the General Rules and 14(d) of Regulations under the Securities Exchange Act of 19341934 Act, as amended (the “Exchange ActBeneficial Owners”)), other respectively, of the outstanding Company Stock and the Company’s then outstanding securities eligible to vote for the election of directors (“Company Voting Securities”) immediately prior to such Reorganization, Sale or Acquisition beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the entity resulting from or surviving such Reorganization, Sale or Acquisition (including, without limitation, an entity which as a trustee or other fiduciary holding securities under an employee benefit plan result of such transaction owns the Company or a corporation owned all or substantially all of the Company’s assets or stock either directly or indirectly by through one or more subsidiaries, the stockholders of the Company “Surviving Entity”) in substantially the same proportions as their ownership ownership, immediately prior to such Reorganization, Sale or Acquisition, of stock the outstanding Company Stock and the outstanding Company Voting Securities, as the case may be, and (B) no person (other than (x) the Company or any subsidiary of the Company, (y) the Surviving Entity or its ultimate parent entity, or (z) any employee benefit plan (or related trust) sponsored or maintained by any of the foregoing) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act)Beneficial Owner, directly or indirectly, of securities 50% or more of the Company representing 20total common stock or 50% or more of the total voting power represented by the Company’s then outstanding Voting Securities, (ii) individuals who on the date of this Agreement are members of the Board (the “Incumbent Board”) cease for any reason outstanding voting securities eligible to constitute at least a majority elect directors of the members of the Board (provided, however, that if the appointment or election (or nomination for election) Surviving Entity. A Change in Control shall not include a public offering of any new Board member was approved class or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board), or (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company’s assetsequity securities pursuant to a registration statement filed by the Company under the Securities and Exchange Act of 1933, as amended.

Change in Control. For purposes of this Agreement, a A “Change in Control” of either the Bank or the Corporation shall be deemed to have occurred if upon the occurrence of any one of the following events: (i) any “person,” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), ) (other than a trustee the Corporation, any of its subsidiaries, or any trustee, fiduciary or other fiduciary person or entity holding securities under an any employee benefit plan or trust of the Company Corporation or a corporation owned directly or indirectly by any of its subsidiaries), together with all “affiliates” and “associates” (as such terms are defined in Rule 12b-2 under the stockholders Act) of the Company in substantially the same proportions as their ownership of stock of the Companysuch person, is or becomes shall become the “beneficial owner” (as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company Corporation representing 20% 25 percent or more of the total combined voting power represented by of the CompanyCorporation’s then outstanding Voting Securities, (ii) individuals who on securities having the date of this Agreement are members right to vote in an election of the Board (the “Incumbent BoardVoting Securities”) cease for (in such case other than as a result of an acquisition of securities directly from the Corporation); or (ii) the consummation of (1) any reason to constitute at least a majority consolidation or merger of the members Bank or the Corporation where the stockholders of the Board Bank or the Corporation, immediately prior to the consolidation or merger, would not, immediately after the consolidation or merger, beneficially own (providedas such term is defined in Rule 13d-3 under the Act), howeverdirectly or indirectly, that if shares representing in the appointment aggregate more than 50 percent of the voting shares of the entity issuing cash or election securities in the consolidation or merger (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in officeits ultimate parent corporation, such new member shall be considered as a member of the Incumbent Boardif any), or (iii2) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of other transfer (in one transaction or a series of transactionstransactions contemplated or arranged by any party as a single plan) of all or substantially all of the Company’s assetsassets of the Bank or the Corporation. Notwithstanding the foregoing, a “Change in Control” shall not be deemed to have occurred for purposes of the foregoing clause (i) solely as the result of an acquisition of securities by the Corporation that, by reducing the number of shares of Voting Securities outstanding, increases the proportionate number of shares of Voting Securities beneficially owned by any person to 25 percent or more of the combined voting power of all then outstanding Voting Securities; provided, however, that if any person referred to in this sentence shall thereafter become the beneficial owner of any additional shares of Voting Securities (other than pursuant to a stock split, stock dividend, or similar transaction or as a result of an acquisition of securities directly from the Corporation) and immediately thereafter beneficially owns 25 percent or more of the combined voting power of all then outstanding Voting Securities, then a “Change in Control” shall be deemed to have occurred for purposes of the foregoing clause (i).

Change in Control. No compensation shall be payable under this Agreement unless and until (a) there shall have been a Change in Control of the Company while the Executive is still an employee of the Company and (b) the Executive's employment by the Company thereafter shall have been terminated in accordance with Section 3. For purposes of this Agreement, a “Change in Control” shall be deemed to have occurred if Control means the happening of any of the following: (i) any “person” (person or entity, including a "group" as such term is used defined in Sections 13(d) and 14(dSection 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than the Company, a trustee or other fiduciary holding securities under an wholly-owned subsidiary thereof, any employee benefit plan of the Company or a corporation owned directly or indirectly by any of its Subsidiaries becomes the stockholders of the Company in substantially the same proportions as their ownership of stock beneficial owner of the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of 's securities of the Company representing 20having 30% or more of the total combined voting power represented of the then outstanding securities of the Company that may be cast for the election of directors of the Company (other than as a result of an issuance of securities initiated by the Company’s then outstanding Voting Securities, Company in the ordinary course of business); or (ii) as the result of, or in connection with, any cash tender or exchange offer, merger or other business combination, sale of assets or contested election, or any combination of the foregoing transactions, less than a majority of the combined voting power of the then outstanding securities of the Company or any successor corporation or entity entitled to vote generally in the election of the directors of the Company or such other corporation or entity after such transaction are held in the aggregate by the holders of the Company's securities entitled to vote generally in the election of directors of the Company immediately prior to such transaction; or (iii) during any period of two consecutive years, individuals who on at the date beginning of this Agreement are members of any such period constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority thereof, unless the election, or the nomination for election by the Company's shareholders, of each director of the members Company first elected during such period was approved by a vote of at least two-thirds of the Board (provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote directors of the members of the Incumbent Board Company then still in office, such new member shall be considered as a member of the Incumbent Board), or (iii) the stockholders office who were directors of the Company approve a merger or consolidation at the beginning of the Company with any other corporation, other than a merger or consolidation which would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company’s assetsperiod.

Change in Control. (a) For purposes of this Agreement, a “Change in Control” shall be deemed to have occurred if mean: (i) the consummation of a merger, consolidation, share exchange or any other corporate transaction involving the Company, as a result of which, the members of the Board, elected by the shareholders of the Company immediately prior to such transaction fail to constitute at least a majority of the Board of Directors of the surviving entity resulting from such transaction, or (ii) a sale of all or substantially all of the assets of the Company to another corporation, individual or entity, as a result of which, the members of the Board, elected by the shareholders of the Company immediately prior to such transaction fail to constitute at least a majority of the Board of Directors of the entity purchasing the assets of the Company; or (iii) any “person” (as such term is used defined in Sections 13(d) and 14(dSection 3(a)(9) of the Securities Exchange Act of 1934, as amended 1934 (the “Exchange Act”), other than a trustee or other fiduciary holding securities under an employee benefit plan ) and as used in Sections 13(d)(3) and 14(d)(2) of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, Exchange Act) is or becomes becomes, after the Commencement Date a “beneficial owner” (as defined in Rule 13d-3 13d3 under the Exchange Act), directly or indirectly, of securities of the Company representing 2040% or more (a “40% Shareholder”) of the total combined voting power represented by of the Company’s then outstanding Voting Securities, (ii) individuals who on securities eligible to vote for the date of this Agreement are members election of the Board (the “Incumbent BoardCompany Voting Securities”) cease for any reason to constitute at least a majority of the members of the Board (); provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still an event described in office, such new member shall be considered as a member of the Incumbent Board), or this paragraph (iii) the stockholders shall not be deemed to be a Change in Control if any of following becomes such a beneficial owner: (A) the Company approve a merger or consolidation of any majority-owned subsidiary (provided, that this exclusion applies solely to the Company with any other corporation, other than a merger or consolidation which would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of the total voting power represented by the Voting Securities ownership levels of the Company or such surviving entity outstanding immediately after such merger or consolidationthe majority-owned subsidiary), or the stockholders of the Company approve a (B) any employee benefit plan of complete liquidation of the Company or an agreement for the sale or disposition by any of its majority-owned subsidiaries, (C) any entity holding voting securities of the Company for or pursuant to the terms of any such plan or (in one transaction D) Everest Capital, Resurgence Asset Management LLC or a series Stockton LLC or any of transactions) all or substantially all of the Company’s assetstheir affiliates.

Change in Control. For purposes of this Agreement, a “Change in Control” Control of the Company shall be deemed to have occurred if mean the occurrence of any of the following events: (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)person or group, other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the CompanyPermitted Holders, is or becomes the “beneficial owner” (as defined in Rule rules 13d-3 and 13d-5 under the Exchange Act), ) directly or indirectly, indirectly of securities more than 50% of the Company total voting power of the voting stock of the Company, including by way of merger, consolidation or otherwise; (ii) a reorganization, recapitalization, merger or consolidation (a “Corporate Transaction”) involving the Company, unless securities representing 2050% or more of the total combined voting power represented of the then outstanding voting securities entitled to vote generally in the election of directors of the Company or the corporation resulting from such Corporate Transaction (or the parent of such corporation) are held subsequent to such transaction by the person or persons who were the “beneficial owners” of the outstanding voting securities entitled to vote generally in the election of directors of the Company immediately prior to such Corporate Transaction, in substantially the same proportions as their ownership immediately prior to such Corporate Transaction; (iii) the sale or disposition, in one or a series of related transactions, of all or substantially all, of the assets of the Company to any “person” or “group” (as such terms are defined in Sections 13(d)(3) or 14(d)(2) of the Act) other than the Permitted Holders; or (iv) during any period of 12 months, individuals who at the beginning of such period constituted the Company’s then outstanding Voting Securities, (ii) individuals who on the date Board of this Agreement are members of the Board Directors (the “Incumbent Board”), together with any new directors whose election by the Board or whose nomination for election by the stockholders of the Company was approved by a vote of a majority of the directors of the Company (then still in office) who were either directors at the beginning of such period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the members of the Board (Board, then in office; provided, however, that if such transaction also constitutes a change in control event within the appointment meaning of Section 409A. The term Permitted Holders as used above shall mean any of (i) Blackstone or election its affiliates, (ii) an employee benefit plan (or nomination for electiontrust forming a part thereof) maintained by (A) the Company or (B) any corporation or other person or entity of any new Board member was approved or recommended by which a majority vote of its voting power of its voting equity securities or equity interest is owned, directly or indirectly, by the members of the Incumbent Board then still in officeCompany, such new member shall be considered as a member of the Incumbent Board), or and (iii) the stockholders of the Company approve VHS Holdings LLC, a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidationDelaware limited liability company, or the stockholders any of the Company approve a plan its subsidiaries. The term Blackstone as used above shall mean each of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company’s assetsBlackstone FCH Capital Partners IV L.P., Blackstone Health Commitment Partners L.P., Blackstone Capital Partners IV-A L.P., Blackstone Family Investment Partnership IV-A L.P., Blackstone Health Commitment Partners-A L.P., Blackstone FCH Capital Partners IV-B L.P., and Blackstone FCH Capital Partners IV-A L.P., and their respective Affiliates.”

Change in Control. For purposes of this Agreement, a “Change in Control” shall be deemed to have occurred if (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”amended), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange said Act), directly or indirectly, of securities of the Company representing 20% or more of the total voting power represented by the Company’s then outstanding Voting Securities, (ii) individuals who on the date of this Agreement are members of the Board of Directors of the Company (the “Incumbent Board”) cease for any reason to constitute at least a majority of the members of the Board of Directors of the Company (the “Board”) (provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board), or (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company’s assets.

Change in Control. For purposes of this Agreement, a “Change in Control” shall mean, and shall be deemed to have occurred if if, on or after the date of this Agreement: (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)amended) or group acting in concert, other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company acting in such capacity or a corporation owned directly or indirectly by the stockholders shareholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange said Act), directly or indirectly, of securities of the Company representing 20more than 50% or more of the total voting power represented by the Company’s then outstanding Voting Securities, voting securities; (ii) during any period of two (2) consecutive years, individuals who on at the date beginning of this Agreement are members such period constitute the Board and any new director whose election by the Board or nomination for election by the Company’s shareholders was approved by a vote of at least two-thirds (2/3) of the Board (directors then still in office who either were directors at the “Incumbent Board”) beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the members of the Board (provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board), or thereof; (iii) the stockholders shareholders of the Company approve a merger or consolidation of the Company with any other corporation, corporation other than a merger or consolidation which would result in the Voting Securities voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities voting securities of the surviving entity) at least eighty percent (80% %) of the total voting power represented by the Voting Securities voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, ; or (iv) the stockholders shareholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of related transactions) all or substantially all of the Company’s assets.

Change in Control. For purposes of this Agreement, a “Change in Control” shall be deemed mean the occurrence of any of the following events subsequent to have occurred if the date of this Agreement: (i) the acquisition of control of the Company or the Bank as defined in the rules and regulations of the applicable banking regulators on the date hereof (provided that in applying the definition of Change in Control as set forth under the rules and regulations of the applicable banking regulators, the Board of Directors of Employers shall substitute its judgment for that of the applicable banking regulators); (ii) an event that would be required to be reported in response to Item 5.01(a) of the Current Report on Form 8-K pursuant to Sections 13 or 15(d) of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or any successor thereto, whether or not any class of securities of the Company is registered under the Exchange Act; (iii) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), after the date hereof, other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock any Affiliate of the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 2025% or more of the total combined voting power represented of the Company's then outstanding securities; (iv) the sale or other disposition of all or substantially all of the assets of the Company or the transfer by the Company of greater than 25% of the voting securities of the Company’s then outstanding Voting Securities; or (v) during any period of three consecutive years, (ii) individuals who on at the date beginning of this Agreement are members such period constitute the Board of Directors of the Board (the “Incumbent Board”) Company cease for any reason to constitute at least a majority thereof, unless the election, or the nomination for election by stockholders, of each new director was approved by a vote of at least two-thirds of the members of the Board (provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board directors then still in office, such new member shall be considered as a member office who were directors at the beginning of the Incumbent Board), or (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company’s assetsperiod.

Change in Control. For purposes of this Agreement, a “"Change in Control” " shall be deemed to have occurred if any of the following events occurs: (i1) any “Any "person” " or "group" (as such term is used in within the meaning of Sections 13(d) and 14(d14(d)(2) of the Securities and Exchange Act of 1934, as amended (the “Exchange "1934 Act”")), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the CompanyEmployer (an "Acquiring Person"), is or becomes the “"beneficial owner” " (as defined in Rule 13d-3 under the Exchange 1934 Act), directly or indirectly, of securities more than 33 1/3% of the Company representing 20% or more of the total voting power represented by the Company’s then outstanding Voting Securities, voting stock of Employer; (ii2) individuals who on the date of this Agreement are members of the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the members of the Board (provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board), or (iii) the stockholders of the Company approve a A merger or consolidation of the Company Employer with any other person or corporation, other than a merger or consolidation which would result in the Voting Securities voting securities of the Company Employer outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities voting securities of the surviving entity) at least 8050% plus One (1) share of the total combined voting power represented by the Voting Securities of the Company voting securities of Employer or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the ; (3) A sale or other disposition by the Company Employer of (in one transaction or a series of transactions) all or substantially all of Employer's assets; (4) During any period of two (2) consecutive years, individuals who at the Companybeginning of such period constitute the Board of Directors and any new director (other than a director who is a representative or nominee of an Acquiring Person) whose election by the Board of Directors or nomination for election by Employer's shareholders was approved by a vote of at least a majority of the directors then still in office who either were directors at the beginning of the period or whose election or nomination was previously so approved, no longer constitute a majority of the Board of Directors; provided, however, in no event shall any acquisition of securities, a change in the composition of the Board of Directors or a merger or other consolidation pursuant to a plan of reorganization under chapter 11 of the Bankruptcy Code with respect to Employer ("Chapter 11 Plan"), or a liquidation under the Bankruptcy Code constitute a Change in Control. In addition, notwithstanding Sections 6(c)(1), 6(c)(2), 6(c)(3) and 6(c)(4), a Change in Control shall not be deemed to have occurred in the event of a sale or conveyance in which Employer continues as a holding company of an entity or entities that conduct the business or businesses formerly conducted by Employer, or any transaction undertaken for the purpose of reincorporating Employer under the laws of another jurisdiction, if such transaction does not materially affect the beneficial ownership of Employer’s assetscapital stock. Employee’s continued employment without objection following a Change in Control shall not, by itself, constitute consent to or a waiver of rights with respect to any circumstances constituting Good Reason hereunder.

Change in Control. For purposes of this Agreement, a “A Change in Control” Control of the Corporation shall be deemed to have occurred if (i) any “personPerson” (as such term is used in Sections Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), ) (other than a the Corporation, any trustee or other fiduciary holding securities under an employee benefit plan of the Company Corporation, or a any corporation owned owned, directly or indirectly indirectly, by the stockholders of the Company Corporation in substantially the same proportions as their ownership of stock of the CompanyCorporation), is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company Corporation representing 20more than 50% or more of the total combined voting power represented by of the CompanyCorporation’s then outstanding Voting Securitiessecurities, (ii) during any 12-month period (not including any period prior to the execution of this Agreement), individuals who on at the date beginning of such period constituted the Board, and any new director (other than a director designated by a person who has entered into an agreement with the Corporation to effect a transaction described in subclauses (i), (iii) or (iv) of this Agreement are paragraph) whose election by the Board or nomination for election by the Corporation’s stockholders was approved by a vote of at least 66-2/3% of the members of the Board (then still in office who either were directors at the “Incumbent Board”) beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the members of the Board (providedthereof, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board), or (iii) the Corporation’s stockholders of the Company approve a merger or consolidation of the Company Corporation with any other corporation, other than (A) a merger or consolidation which would result in the Voting Securities voting securities of the Company Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities voting securities of the surviving entity) at least 80more than 50% of the total combined voting power represented by the Voting Securities of the Company voting securities of the Corporation or such surviving entity outstanding immediately after such merger or consolidationconsolidation or (B) a merger or consolidation effected to implement a recapitalization of the Corporation (or similar transaction) in which no “person” (as defined above) acquires more than 50% of the combined voting power of the Corporation’s then outstanding securities, or (iv) the stockholders of the Company Corporation approve a plan of complete liquidation of the Company Corporation or an agreement for the sale or disposition by the Company Corporation of (in one transaction or a series of transactions) all or substantially all of the CompanyCorporation’s assets.

Change in Control. For purposes of this Agreement, a “Change in Control” Control shall mean a change in control of the Company, which shall be deemed to have occurred if upon: i. an acquisition by any individual, entity or group (iwithin the meaning of Section 13(d)(3) any “person” (as such term is used in Sections 13(d) and 14(dor 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of shares of outstanding voting securities of The MONY Group Inc. (the “Holding Company”) entitled to vote generally in the election of directors (the “Outstanding Voting Securities”) which, when combined with any other securities owned beneficially by the acquirer, would result in such acquirer beneficially owning twenty percent (20%) or more of either (1) the then outstanding shares of common stock of the Holding Company or (2) the combined voting power of the then Outstanding Voting Securities; excluding, however, the following: (i) any acquisition directly from the Holding Company, other than an acquisition by virtue of the exercise of a conversion privilege unless the security being so converted was itself acquired directly from the Holding Company, (ii) any acquisition by the Holding Company and (iii) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by the Holding Company or any subsidiary of the Holding Company; ii. the failure at any time following the date hereof, of those individuals who as of the date hereof constitute the Board of Directors of the Holding Company (the “Board”)(and any new directors whose election by the Board or nomination for election by the Holding Company’s shareholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors as of the date hereof or whose election or nomination for election was approved), for any reason (except for death, disability or voluntary retirement), to constitute a majority thereof; iii. the consummation of a transaction approved by the shareholders of the Holding Company that is a merger, consolidation, reorganization or similar corporate transaction, whether or not the Holding Company is the surviving corporation in such transaction, other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Companymerger, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 20% or more of the total voting power represented by the Company’s then outstanding Voting Securities, (ii) individuals who on the date of this Agreement are members of the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the members of the Board (provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board)consolidation, or (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result reorganization that results in the Outstanding Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities voting securities of the surviving entity) at least 80% more than fifty percent of the total combined voting power represented by the Voting Securities of the voting securities of the Holding Company (or such surviving entity entity) outstanding immediately after such merger or merger, consolidation, reorganization or transaction; iv. the stockholders consummation of a transaction approved by the shareholders of the Holding Company approve a plan of complete liquidation of the Company or an agreement for that is (1) the sale or other disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the assets (by way of reinsurance or otherwise) of the Holding Company or the Company or (2) a complete liquidation or dissolution of the Holding Company or the Company’s assets; v. adoption by the Board of a resolution to the effect that any Person has taken actions which, if consummated, would result in such Person acquiring effective control of the business and affairs of the Holding Company or the Company, provided the transactions contemplated by such actions are subsequently consummated; vi. the commencement of a tender offer or proxy contest provided that as a consequence thereof, any of the transactions specified in subparagraphs i.-iv. of this section 3.A. are subsequently consummated; vii. the making of any agreement by the Company provided that as a consequence thereof, any of the transactions specified in subparagraphs i.-iv. of this section 3.A. are subsequently consummated; or viii. the public announcement of a transaction of the kind specified in subparagraphs i.-iv. of this section 3.A., provided such transaction is subsequently consummated.

Change in Control. For purposes of this Agreement, a “A "Change in Control” " shall be deemed to have occurred if in any of the following events: (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 20% or more of the total voting power represented by the Company’s then outstanding Voting Securities, (ii) individuals who on the date of this Agreement are members of the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the members of the Board (provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board), or (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than (a) a merger or consolidation which would result in the Voting Securities voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities voting securities of the surviving entity) at least more than 80% of the total combined voting power represented by of the Voting Securities voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, (b) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no "person" or group (as such terms are defined in Section 13(d)(3) of the Securities Exchange Act of 1934) acquires more than 30% of the combined voting power of the Company's then outstanding securities, or (c) a reorganization pursuant to which the Company creates a holding company for itself in which the stockholders of the Company immediately prior to the reorganization (other than those exercising dissenters' rights) become the stockholders of the holding company immediately after the reorganization; or (ii) the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company’s 's assets; or (iii) as a result of or in connection with any cash tender offer, merger, or other business combination, sale of assets or contested election, or combination of the foregoing, the persons who were directors of the Company just prior to such event shall cease to constitute a majority of the Board; or (iv) when any "person" or "group" (as such terms are defined in Section 13(d)(3) of the Securities Exchange Act of 1934) becomes a "beneficial owner" (as such term is defined in Rule 13d-3 under the Securities Exchange Act of 1934), directly or indirectly, of securities of the Company representing forty percent (40%) or more of the total number of votes that may be cast for the election of directors of the Company; or (v) the closing of a transaction or series of transactions in which more than 50% of the voting power of the Company is transferred; or (vi) a tender offer or exchange offer for the common stock of the Company, other than one made by the Company or by a person or group (as such terms are defined in Section 13(d)(3) of the Securities Exchange Act of 1934) that on the date hereof holds more than 5% of the outstanding shares of the Company entitled to vote for the election of directors, where the offeror acquires more than 40% of the outstanding shares of common stock of the Company.

Change in Control. For purposes of this Agreement, a “Change in Control” shall be deemed to have occurred if (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 20% or more of the total voting power represented by the Company’s then outstanding Voting SecuritiesSecurities (as defined below), (ii) individuals who on the date of this Agreement are members of the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the members of the Board (provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board), or (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company’s assets.

Change in Control. For purposes of this Agreement, a “Change in Control” shall have occurred as of the date: (i) any person (as such term is defined in Section 13(d) or 14(d) of the ▇▇▇▇ ▇▇▇) acquires beneficial ownership (within the meaning of Rule 13d-3 promulgated under the ▇▇▇▇ ▇▇▇) of more than fifty percent (50%) of the combined voting power of the then outstanding voting securities of the Bank or the Company; or (ii) in any twelve (12) month period, the individuals who were members of the Board of Directors of the Bank or the Company on the Effective Date (the “Current Board Members”) cease for any reason (other than the reasons specified in clause (iv) below) to constitute a majority of the Board of Directors of the Bank the Company or their successors; however, if the election or the nomination for election of any new director of the Bank or the Company or their successor is approved by a vote of a majority of the individuals who are Current Board Members, such new director shall, for the purposes of this clause (ii) be considered a Current Board Members; (iii) the Bank’s or the Company’s shareholders approve (1) a merger or consolidation of the Bank or the Company and the shareholders of the Bank or the Company immediately before such merger or consolidation do not, as a result of such merger or consolidation, own, directly or indirectly, more than fifty percent (50%) of the combined voting power of the then outstanding voting securities of the Bank or the Company immediately before such merger or consolidation; or (2) a complete liquidation or dissolution or an agreement for the sale or other disposition of all or substantially all of the assets of the Bank or the Company; or (iv) Notwithstanding and in lieu of clause (ii), a Change in Control will not be deemed to have occurred if solely because more than fifty percent (i) any “person” (as such term is used in Sections 13(d) and 14(d50%) of the Securities Exchange Act combined voting power of 1934, as amended the then outstanding voting securities of the Bank or the Company are acquired by (the “Exchange Act”), other than 1) a trustee or other fiduciary holding securities under an one or more employee benefit plan plans maintained for employees of the Bank or the Company or any of their affiliates, or (2) any person pursuant to the will or trust of any existing shareholder of the Bank or the Company, or who is a member of the immediate family of such shareholder or (3) any corporation which, immediately prior to or following such acquisition, is owned directly or indirectly by the stockholders persons who were shareholders of the Bank or the Company immediately prior to the acquisition in substantially the same proportions proportion as their ownership of stock of in the Company, is Bank or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 20% or more of the total voting power represented by the Company’s then outstanding Voting Securities, (ii) individuals who on the date of this Agreement are members of the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the members of the Board (provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board), or (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent such acquisition. In no event shall a transaction (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of related transactions) all or substantially all constitute a Change in Control unless the transaction(s) also constitutes a “change in control event” within the meaning of the Company’s assetsTreasury Regulation §1.409A-3(i)(5)(v).

Change in Control. For purposes of this Agreement, a “"Change in Control” " shall be deemed to have occurred if mean the occurrence of one of the following events: (i) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, their respective legal representatives, devisees, donees and heirs and any “person” (as such term is used in Sections 13(d) Trust for the benefit of either or both of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and 14(d) ▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and/or the issue of the Securities Exchange Act either of 1934, as amended them (the “Exchange Act”), other than a trustee "▇▇▇▇▇▇▇ Family") individually or other fiduciary holding securities under an employee benefit plan of collectively no longer are the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the “"beneficial owner” owners" (as defined in Rule 13d-3 under the Securities Exchange ActAct of 1934), directly or indirectly, of securities of the Company representing 20more than 50% or more of the total combined voting power represented by of the Company’s 's then outstanding Voting Securities, securities; (ii) individuals who on the date of this Agreement are members of the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the members of the Board (provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board), or (iii) the stockholders of the Company approve approve, and the Company consummates, a merger or consolidation of the Company with any other corporation, other than (a) a merger or consolidation which would result in the Voting Securities voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities voting securities of the surviving entity) at least 80more than 65% of the total combined voting power represented by of the Voting Securities voting securities of the Company (or such surviving entity entity) outstanding immediately after such merger or consolidation, consolidation or (b) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no "person" (as such term is used in Section 13(d) and 14(d) of the Exchange Act other than the ▇▇▇▇▇▇▇ Family) acquires more than 50% of the combined voting power of the Company's then outstanding securities; or (iii) the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company’s 's assets. For purposes of this clause (iii), the term "the sale or disposition by the Company of all or substantially all of the Company's assets" shall mean a sale or other disposition transaction or series of related transactions (other than transactions related to the creation of a master limited partnership or royalty trust in which the Company continues its corporate existence), involving assets of the Company or of any direct or indirect subsidiary of the Company (including the stock of any direct or indirect subsidiary of the Company) in which the value of the assets or stock being sold or otherwise disposed of (as measured by the purchase price being paid therefor or by such other method as the Board determines is appropriate in a case where there is no readily ascertainable purchase price) constitutes more than two-thirds of the "fair market value of the Company" (as hereinafter defined). For purposes of the preceding sentence, the "fair market value of the Company" shall be the aggregate market value of the Company's outstanding common stock (on a fully diluted basis) plus the aggregate market value of the Company's other outstanding equity securities. The aggregate market value of the Company's equity securities shall be determined by multiplying the number of shares of the Company's common stock (on a fully diluted basis) outstanding on the date of the execution and delivery of a definitive agreement with respect to the transaction or series of related transactions (the "Transaction Date") by the average closing price of such security for the ten trading days immediately preceding the Transaction Date, or if not publicly traded, by such other method as the Board shall determine is appropriate.

Change in Control. For purposes of this Agreement, a A “Change in Control” shall will be deemed to have occurred only if any of the following events occur: (i) any “person,” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (other than a Staples, any trustee or other fiduciary holding securities under an employee benefit plan of the Company Staples, or a any corporation owned directly or indirectly by the stockholders of the Company Staples in substantially the same proportions proportion as their ownership of stock of the Company, Staples) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company Staples representing 2030% or more of the total combined voting power represented by the Company’s of Staples’ then outstanding Voting Securities, securities; (ii) individuals who on the date of this Agreement are members of constitute the Board (as of the date hereof, the “Incumbent Board”) cease for any reason to constitute at least a majority of the members of Board, provided that any person becoming a director subsequent to the Board (provideddate hereof whose election, however, that if the appointment or election (or nomination for election) of any new Board member election by Staples’ stockholders, was approved or recommended by a majority vote of at least a majority of the members of directors then comprising the Incumbent Board then still (other than an election or nomination of an individual whose initial assumption of office is in officeconnection with an actual or threatened election contest relating to the election of the directors of Staples, as such new member shall be terms are used in Rule 14a-11 of Regulation 14A under the Exchange Act) will be, for purposes of this Agreement, considered as though such person were a member of the Incumbent Board), or ; or (iii) the stockholders of the Company Staples approve a merger or consolidation of the Company Staples with any other corporation, other than (A) a merger or consolidation which would result in the Voting Securities voting securities of the Company Staples outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities voting securities of the surviving entity) at least 80more than 75% of the total combined voting power represented by the Voting Securities of the Company voting securities of Staples or such surviving entity outstanding immediately after such merger or consolidation, consolidation or (B) a merger or consolidation effected to implement a recapitalization of Staples (or similar transaction) in which no “person” (as hereinabove defined) acquires more than 50% of the combined voting power of Staples’ then outstanding securities; or (iv) the stockholders of the Company Staples approve a plan of complete liquidation of the Company Staples or an agreement for the sale or disposition by the Company Staples of (in one transaction or a series of transactions) all or substantially all of the Company’s Staples’ assets.

Change in Control. For purposes As used in this Agreement, "Change in Control" shall mean: (a) a merger or consolidation in which securities possessing at least fifty percent (50%) of the total combined voting power of the Company's outstanding securities are transferred to a person or persons different from the persons holding those securities immediately prior to such transaction; (b) the sale, transfer or other disposition of all or substantially all of the Company's assets in complete liquidation or dissolution of the Company; (c) the individuals who, as of the date of this Agreement, a “Change in Control” shall be deemed to have occurred if (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 20% or more of the total voting power represented by the Company’s then outstanding Voting Securities, (ii) individuals who on the date of this Agreement are members of the Board (the “"Incumbent Board”) "), cease for any reason to constitute at least a majority fifty percent (50%) of the members of the Board (Board; provided, however, that if the appointment or election (or nomination for election) election by the Company's shareholders, of any new Board member director was approved or recommended by a majority vote of the members at least two-thirds of the Incumbent Board then still in officeBoard, such new member shall director shall, for purposes of this Agreement, be considered as a member of the Incumbent Board); provided further, however, that no individual shall be considered a member of the Incumbent Board if such individual initially assumed office as a result of either an actual or threatened "Election Contest" (as described in Rule 14a-11 promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or contests by or on behalf of a Person other than the Board (a "Proxy Contest") including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest; (d) by a reverse merger in which the Company is the surviving corporation but the shares of its common stock immediately preceding the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise; or (iiie) by a reorganization of the stockholders business of the Company approve which results in a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result material change in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding business plan or by being converted into Voting Securities of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company business model or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all operations of the Company’s assets.

Change in Control. For purposes Notwithstanding Section 2 of this Agreement, if the Trustee holds Restricted Common Shares at the time a “Change in Control (as defined below) occurs, the Period of Restriction with respect to such Restricted Common Shares granted in Section 1 shall automatically lapse immediately prior to the consummation of such Change in Control” shall be deemed to have occurred if . A Change of Control is defined as any of the following events: (i) any person or entity, including a “persongroup” (as such term is used defined in Sections 13(d) and 14(dSection 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than the Company or a trustee wholly-owned subsidiary thereof or other fiduciary holding securities under an any employee benefit plan of the Company or a corporation owned directly or indirectly by any of its subsidiaries, becomes the stockholders of the Company in substantially the same proportions as their ownership of stock beneficial owner of the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of ’s securities of the Company representing 20having 35% or more of the total combined voting power represented of the then outstanding securities of the Company that may be cast for the election of trustees of the Company (other than as a result of an issuance of securities initiated by the Company in the ordinary course of business); (ii) as the result of, or in connection with, any cash tender or exchange offer, merger or other business combination or contested election, or any combination of the foregoing transactions, less than a majority of the combined voting power of the then outstanding securities of the Company or any successor company or entity entitled to vote generally in the election of the trustees of the Company or such other corporation or entity after such transaction are held in the aggregate by the holders of the Company’s then outstanding Voting Securitiessecurities entitled to vote generally in the election of trustees of the Company immediately prior to such transaction; (iii) during any period of two (2) consecutive years, (ii) individuals who on at the date beginning of this Agreement are members any such period constitute the Board of Trustees of the Board (the “Incumbent Board”) Company cease for any reason to constitute at least a majority thereof, unless the election, or the nomination for election by the Company’s shareholders, of each trustee of the members Company first elected during such period was approved by a vote of at least two-thirds (2/3rds) of the Board (provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote trustees of the members of the Incumbent Board Company then still in office, such new member shall be considered as a member office who were (a) trustees of the Incumbent Board)Company at the beginning of any such period, and (b) not initially (1) appointed or elected to office as result of either an actual or threatened election and/or proxy contest by or on behalf of a person other than the Board of Trustees of the Company, or (iii2) designated by a person who has entered into an agreement with the stockholders Company to effect a transaction described in (i) or (ii) above or (iv) or (v) below; (iv) a complete liquidation or dissolution of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent Company; or (either by remaining outstanding or by being converted into Voting Securities of the surviving entityv) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or other disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company’s assetsassets of the Company to any Person (other than a transfer to a subsidiary)).

Change in Control. For purposes purpose of this Agreement, a “Change in Control” of the Company shall be deemed to have occurred if if: (iA) any “person” person (as such term is used defined in Sections Section 13(d) and or 14(d) of the Securities Exchange Act ▇▇▇▇ ▇▇▇) acquires beneficial ownership (within the meaning of 1934Rule 13d-3 promulgated under the ▇▇▇▇ ▇▇▇) of more than 50% of the combined voting power of the then outstanding voting securities of the Company; or (B) within a one year period, as amended the individuals who were members of the Board of Directors of the Company on the Effective Date (the “Exchange ActCurrent Board Members”) cease for any reason (other than the reasons specified in Subsection 1.1(D) below) to constitute a majority of the Board of the Company or its successor; however, if the election or the nomination for election of any new director of the Company or its successor is approved by a vote of a majority of the individuals who are Current Board Members, such new director shall, for the purposes of this Section 1.1(B), be considered a Current Board Member; or (C) the Company’s shareholders approve (1) a merger or consolidation of the Company and the shareholders of the Company immediately before such merger or consolidation do not, as a result of such merger or consolidation, own, directly or indirectly, more than 50% of the combined voting power of the then outstanding voting securities of the entity resulting from such merger or consolidation in substantially the same proportion as their ownership of the combined voting power of the outstanding securities of the Company immediately before such merger or consolidation; or (2) a complete liquidation or dissolution or an agreement for the sale or other disposition of all or substantially all of the assets of the Company. (D) Notwithstanding the foregoing Sections 1.1(A), (B) and (C), a Change in Control will not be deemed to have occurred: (1) solely because more than 50% of the combined voting power of the then outstanding voting securities of the Company are acquired by (a) a trustee or other fiduciary holding securities under an one or more employee benefit plan plans maintained for employees of Company or any of its Subsidiaries, (b) any person pursuant to the will or trust of any existing shareholder of the Company Company, or who is a member of the immediate family of such shareholder, or (c) any corporation which, immediately prior to or following such acquisition, is owned directly or indirectly by the stockholders persons who were shareholders of the Company immediately prior to the acquisition in substantially the same proportions proportion as their ownership of stock of the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 20% immediately prior to such acquisition; or more of (2) if the total voting power represented by Executive agrees in writing that the Company’s then outstanding Voting Securities, (ii) individuals who on transaction or event in question does not constitute a Change in Control for the date purposes of this Agreement are members of the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the members of the Board (provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board), Plan; or (iii3) unless the stockholders event described in this definition of the Company approve “Change in Control” also constitutes a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result change in the Voting Securities of ownership or effective control pursuant to Code Section 409A-3(i)(5) and the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company’s assetsregulatory guidance promulgated thereunder.

Change in Control. For purposes of this Agreement, a “Change in Control” shall be deemed to have occurred if (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 20% or more of the total voting power represented by the Company’s then outstanding Voting Securities, (ii) individuals who on the date of this Agreement are members of the Company’s Board of Directors (the “Board of Directors” and altogether, the “Incumbent Board”) cease for any reason to constitute at least a majority of the members of the Board (provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board), or (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company’s assets.

Change in Control. For purposes of this Agreement, a “Change in Control” shall be deemed to have occurred if means (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”amended), other than a Subsidiary or a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the CompanySubsidiary, is or becomes the “beneficial ownerBeneficial Owner” (as defined in Rule 13d-3 under the Exchange said Act), directly or indirectly, of securities of the Company representing 2050% or more of the total voting power represented by the Company’s then outstanding Voting Securitiescapital stock (provided, however, that following the consummation of a firmly underwritten initial public offering registered under the Securities Act of 1933, as amended, of the Company’s capital stock, a person’s becoming the Beneficial Owner, directly or indirectly, of securities representing more than 50% of the total voting power represented by the Company’s then outstanding capital stock shall not be a Change in Control if such person has become such owner by becoming the Beneficial Owner of shares of the Company’s Class B Common Stock) or (ii) during any period of two consecutive years, individuals who on at the date beginning of this Agreement are members such period constitute the Board and any new director whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds (2/3) of the Board (directors then still in office who either were directors at the “Incumbent Board”) beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the members of the Board (provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board)thereof, or (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which that would result in the Voting Securities outstanding capital stock of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities capital stock of the surviving entity) at least 8050% of the total voting power represented by the Voting Securities capital stock of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) of all or substantially all of the Company’s assets.

Change in Control. For purposes of this Agreement, a “A "Change in Control” " shall be deemed to have occurred if in any one of the following events: (ia) any “"person” " (as such term is used in Sections 13(d) and 14(d14(d)(2) of the Securities Exchange Act of 1934, as amended 1934 (the “Exchange "Act”"), ) becomes a "beneficial owner" (as such term is defined in Rule 13d-3 promulgated under the Act) (other than a the Company, any trustee or other fiduciary holding securities under an employee benefit plan of the Company Company, or a any corporation owned owned, directly or indirectly indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 20% fifty percent (50%) or more of the total combined voting power represented by of the Company’s 's then outstanding Voting Securitiessecurities; (b) persons who, (ii) individuals who on as of September 30, 1996, constituted the date of this Agreement are members of the Company's Board (the “"Incumbent Board”") cease for any reason reason, including without limitation as a result of a tender offer, proxy contest, merger or similar transaction, to constitute at least a majority of the members Board, provided that any person becoming a director of the Board (providedCompany subsequent to September 30, however, that if the appointment or 1996 whose election (or nomination for election) of any new Board member was approved or recommended by at least a majority vote of the members of directors then comprising the Incumbent Board then still in officeshall, such new member shall for purposes of this Agreement, be considered as a member of the Incumbent Board), or ; (iiic) the stockholders of the Company approve a merger or consolidation of the Company with any other corporationcorporation or other entity, other than (i) a merger or consolidation which would result in the Voting Securities voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities 2 voting securities of the surviving entity) at least 80more than 50% of the total combined voting power represented by of the Voting Securities voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidationconsolidation or (ii) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no "person" (as hereinabove defined) acquires more than 50% of the combined voting power of the Company's then outstanding securities, or or (d) the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company’s 's assets.

Change in Control. No compensation shall be payable under this Agreement unless and until (a) there shall have been a Change in Control of the Company while the Executive is still an employee of the Company and (b) the Executive's employment by the Company thereafter shall have been terminated in accordance with Section 3. For purposes of this Agreement, a “Change in Control” shall be deemed to have occurred if Control means the happening of any of the following: (i) any “person” (person or entity, including a "group" as such term is used defined in Sections 13(d) and 14(dSection 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than the Company, a trustee or other fiduciary holding securities under an wholly-owned subsidiary thereof, any employee benefit plan of the Company or a corporation owned directly or indirectly by any of its Subsidiaries becomes the stockholders of the Company in substantially the same proportions as their ownership of stock beneficial owner of the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of 's securities of the Company representing 20having 30% or more of the total combined voting power represented of the then outstanding securities of the Company that may be cast for the election of directors of the Company (other than as a result of an issuance of securities initiated by the Company’s then outstanding Voting Securities, Company in the ordinary course of business); or (ii) as the result of, or in connection with, any cash tender or exchange offer, merger or other business combination, sale of assets or contested election, or any combination of the foregoing transactions less than a majority of the combined voting power of the then outstanding securities of the Company or any successor corporation or entity entitled to vote generally in the election of the directors of the Company or such other corporation or entity after such transaction are held in the aggregate by the holders of the Company's securities entitled to vote generally in the election of directors of the Company immediately prior to such transaction; or (iii) during any period of two consecutive years, individuals who on at the date beginning of this Agreement are members of any such period constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority thereof, unless the election, or the nomination for election by the Company's shareholders, of each director of the members Company first elected during such period was approved by a vote of at least two-thirds of the Board (provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote directors of the members of the Incumbent Board Company then still in office, such new member shall be considered as a member of the Incumbent Board), or (iii) the stockholders office who were directors of the Company approve a merger or consolidation at the beginning of the Company with any other corporation, other than a merger or consolidation which would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company’s assetsperiod.

Change in Control. For purposes of this Agreement, a (a) A “Change in Control” shall be deemed to have occurred if upon any of the following events: (i) any “person” (as such term is used defined in Sections Section 3(a)(9) of the Exchange Act, and as modified in Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), ) other than a trustee (A) the Company or other fiduciary holding securities under an any of its subsidiaries, (B) any employee benefit plan of the Company or any of its subsidiaries, (C) or any Affiliate, (D) a corporation owned company owned, directly or indirectly indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or (E) an underwriter temporarily holding securities pursuant to an offering of such securities (a “Person”), becomes the “beneficial owner” (as defined in Rule 13d-3 under of the Exchange Act), directly or indirectly, of securities of the Company representing 20more than 50% or more of the total shares of voting stock of the Company then outstanding; (ii) the consummation of any merger, reorganization, business combination or consolidation of the Company or one of its subsidiaries with or into any other company, other than a merger, reorganization, business combination or consolidation which would result in the holders of the voting securities of the Company outstanding immediately prior thereto holding securities which represent immediately after such merger, reorganization, business combination or consolidation more than 50% of the combined voting power represented of the voting securities of the Company or the surviving company or the parent of such surviving company; (iii) the consummation of a sale or disposition by the Company of all or substantially all of the Company’s then assets, other than a sale or disposition if the holders of the voting securities of the Company outstanding Voting Securitiesimmediately prior thereto hold securities immediately thereafter which represent more than 50% of the combined voting power of the voting securities of the acquiror, or parent of the acquiror, of such assets; (iiiv) the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company; or (v) individuals who on who, as of the date of this Agreement are members of Grant Date, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the members of the Board (Board; provided, however, that if any individual becoming a director subsequent to the appointment or election (Grant Date whose election, or nomination for election) of any new Board member election by the Company’s stockholders, was approved or recommended by a majority vote of the members at least a majority of the directors then comprising the Incumbent Board then still in officeBoard, such new member shall be considered as though such individual were a member of the Incumbent Board), but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an election contest with respect to the election or (iii) the stockholders removal of the Company approve directors or other solicitation of proxies or consents by or on behalf of a merger or consolidation of the Company with any other corporation, person other than a merger or consolidation which would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company’s assetsBoard.

Change in Control. For purposes of As used in this Agreement, a “"Change in Control” " shall be deemed to have occurred if mean: (i) the shareholders of the Company approve an agreement for the sale of all or substantially all of the assets of the Company; or (ii) the shareholders of the Company approve a merger or consolidation of the Company with any “other corporation (and the Company implements it), other than (A) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent more than eighty percent (80%) of the combined voting power of the voting securities of the Company, or such surviving entity, outstanding immediately after such merger or consolidation, or (B) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no "person” " (as defined below) acquires more than thirty percent (30%) of the combined voting power of the Company's then-outstanding securities; or (iii) any "person," as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “"Exchange Act”), ") (other than a trustee or other fiduciary holding securities under an employee benefit plan of (1) the Company or a (2) any corporation owned owned, directly or indirectly indirectly, by the stockholders Company or the shareholders of the Company in substantially the same proportions as their ownership of stock of in the Company), is or becomes the “"beneficial owner” " (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 20% thirty percent (30%) or more of the total combined voting power represented by the Company’s then outstanding Voting Securities, (ii) individuals who on the date of this Agreement are members of the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the members of the Board (provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board), or (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company’s assets's then outstanding securities.

Change in Control. For purposes of this Agreement, a “Change in Control” shall be deemed to have occurred if is defined as the occurrence of any of the following events: (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (amended, the “Exchange Act”), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or ) becomes the “beneficial owner” (as defined in Rule 13d-3 under of the Exchange Act), directly or indirectly, of securities of the Company representing 20% or more than fifty percent (50%) of the total voting power represented by the Company’s then then-outstanding Voting Securities, (ii) individuals who on the date of this Agreement are members of the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the members of the Board (voting securities; provided, however, that if for purposes of this subclause (i) the appointment or election acquisition of additional securities by any one Person who is considered to own more than fifty percent (or nomination for election50%) of any new Board member was approved or recommended by a majority vote the total voting power of the members securities of the Incumbent Board then still in office, such new member shall Company will not be considered as a member Corporate Transaction; (ii) the consummation of the Incumbent Board), sale or disposition by the Company of all or substantially all of the Company’s assets; (iii) the stockholders consummation of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the Voting Securities voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities voting securities of the surviving entityentity or its parent) at least 80% fifty percent (50%) of the total voting power represented by the Voting Securities voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation, or ; (iv) any other transaction which qualifies as a “corporate transaction” under Section 424(a) of the Code wherein the stockholders of the Company approve a plan give up all of complete liquidation of their equity interest in the Company or an agreement (except for the acquisition, sale or disposition by the Company transfer of (in one transaction or a series of transactions) all or substantially all of the outstanding shares of the Company’s assets) or (v) a change in the effective control of the Company that occurs on the date that a majority of members of the Board is replaced during any twelve (12) month period by member of the Board whose appointment or election is not endorsed by as majority of the members of the Board prior to the date of the appointment or election. For purpose of this subclause (v), if any Person is considered to be in effective control of the Company, the acquisition of additional control of the Company by the same Person will not be considered a Corporate Transaction. For purposes of this definition, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company. Notwithstanding the foregoing, a transaction will not be deemed a Corporate Transaction unless the transaction qualifies as a change in control event within the meaning of Code Section 409A, as it has been and may be amended from time to time, and any proposed or final Treasury Regulations and IRS guidance that has been promulgated or may be promulgated thereunder from time to time.

Change in Control. Notwithstanding any vesting provisions identified in this Section 4, upon the occurrence of a "Change in Control" of the Company as defined herein, all unvested options granted pursuant to this Section 4 shall immediately vest and become fully exercisable and remain exercisable throughout their entire term. For purposes of this Agreement, a “the term "Change in Control” " shall be deemed to mean that any one of the following events shall have occurred if occurred: (i) a person, partnership, joint venture, corporation or other entity, or two or more of any “of the foregoing acting as a group (or a "person” (as such term is used in Sections 13(d) and 14(d" within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange "1934 Act”"), other than the Company, a trustee or other fiduciary holding securities under majority-owned subsidiary of the Company, an employee benefit plan (or related trust) of the Company or a corporation owned such subsidiary, (A) directly or indirectly by become(s) after the stockholders effective date of grant of the Company in substantially stock options hereunder the same proportions as their ownership of stock of the Company, is or becomes the “"beneficial owner” " (as defined in Rule 13d-3 13(d)(3) under the Exchange Act), directly or indirectly, ▇▇▇▇ ▇▇▇) of securities of the Company representing 2015% or more of the total then outstanding voting power represented by stock of the Company or (B) makes a tender offer for 15% or more of the outstanding voting securities of the Company’s then outstanding Voting Securities, ; or (ii) individuals who on the date of this Agreement are members constitute a majority of the Board (of Directors at the “Incumbent Board”) cease for any reason to constitute effective date hereof, or individuals elected or nominated directly or indirectly by at least a majority of the members such current directors, no longer constitute a majority of the Company's Board (provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board), Directors'; or (iii) the stockholders Company enters into (A) a plan of complete liquidation of the Company approve or (B) an agreement for the sale or disposition of all or substantially all of the Company's assets (other than to a merger subsidiary of the Company); or consolidation (C) a merger, consolidation, or reorganization of the Company with or involving any other corporation, other than a merger merger, consolidation, or consolidation which reorganization that would result in the Voting Securities voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities voting securities of the surviving entity) at least 80% seventy-five percent (75%) of the total combined voting power represented by of the Voting Securities voting securities of the Company (or such surviving entity entity) outstanding immediately after such merger merger, consolidation or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company’s assetsreorganization.

Change in Control. For purposes of this Agreement, a “Change in Control” shall be deemed to have occurred if (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 20% or more of the total voting power represented by the Company’s then outstanding Voting Securities, ; (ii) individuals who on the date of this Agreement are members of the Company’s board of directors (the “Board (of Directors” and altogether, the “Incumbent Board”) cease for any reason to constitute at least a majority of the members of the Board of Directors (provided, however, that if the appointment or election (or nomination for election) of any new Board board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board), ; or (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company’s assets.

Change in Control. (a) For purposes of this Agreement, a “Change in Control” "CHANGE IN CONTROL" of the Company shall be deemed to have occurred if upon (i) the acquisition at any “person” time by a "PERSON" or "GROUP" (as such that term is used in Sections 13(d) and 14(d14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”"EXCHANGE ACT")) (excluding, other than a trustee for this purpose, the Company or other fiduciary holding securities under an any of its subsidiaries, any employee benefit plan of the Company or any of its subsidiaries, an underwriter temporarily holding securities pursuant to such securities, or a corporation owned owned, directly or indirectly indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the “) of beneficial owner” ownership (as defined in Rule 13d-3 under the Exchange Act), ) directly or indirectly, of securities of the Company representing 2025% or more of the total combined voting power represented by in the election of directors of the then-outstanding securities of the Company or any successor of the Company’s then outstanding Voting Securities, ; (ii) individuals who on the date termination of this Agreement are members of the Board (the “Incumbent Board”) cease service as directors, for any reason to constitute other than death, disability or retirement from the Board, during any period of two consecutive years or less, of individuals who at least the beginning of such period constituted a majority of the members Board, unless the election of the Board (provided, however, that if the appointment or election (or nomination for election) election of any each new Board member director during such period was approved or recommended by a majority vote of the members at least two-thirds of the Incumbent Board then directors still in office, such new member shall be considered as a member office who were directors at the beginning of the Incumbent Board), or period; (iii) approval by the stockholders of the Company approve a merger or consolidation of liquidation of the Company with any other corporation, other than a merger or consolidation which would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent Company; (either iv) approval by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan and consummation of complete liquidation any sale or disposition, or series of related sales or dispositions, of 50% or more of the assets or earning power of the Company; or (v) approval by the stockholders of the Company and consummation of any merger or an agreement for the sale consolidation or disposition by statutory share exchange to which the Company is a party as a result of which the persons who were stockholders of the Company immediately prior to the effective date of the merger or consolidation or statutory share exchange shall have beneficial ownership of less than 50% of the combined voting power in the election of directors of the surviving corporation following the effective date of such merger or consolidation or statutory share exchange. (in one transaction or a series b) Notwithstanding anything herein, no acquisition of transactions) all or substantially all beneficial ownership of securities of the Company’s assets, merger, sale of assets or other transaction shall be deemed to constitute a Change in Control for purposes of this Agreement if such transaction constitutes a "MANAGEMENT APPROVED TRANSACTION." For purposes of this Agreement, a "MANAGEMENT APPROVED TRANSACTION" shall be any transaction, which would otherwise result in a Change in Control for purposes of this Agreement in which the acquiring "PERSON", "GROUP" or other entity is either beneficially owned by, or comprised of, in whole or in part, three or more members of the Company's executive management, as such was constituted twelve months prior to such transaction, or is majority owned by, or comprised of, any employee benefit plan of the Company.

Change in Control. For purposes of this Agreement, a “"Change in Control” " of the Company shall be deemed to have occurred if any of the events set forth in any one of the following paragraphs shall occur: (ia) any “"person” " (as such term is used defined in Sections 13(d) and 14(dsection 3(a)(9) of the Securities Exchange Act of 1934, as amended (the “"Exchange Act”") and as such term is modified in sections 13(d) and 14(d) of the Exchange Act), other than excluding the Company or any of its subsidiaries, a trustee or other any fiduciary holding securities under an employee benefit plan of the Company of any of its subsidiaries, an underwriter temporarily holding securities pursuant to an offering of such securities or a corporation owned owned, directly or indirectly indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the “"beneficial owner” " (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 2030% or more of the total combined voting power represented of the Company's then outstanding securities; or (b) during any period of not more than two consecutive years, individuals who at the beginning of much period constitute the Board and any new director (other than a director designated by a Person who has entered into an agreement with the Company to effect a transaction described in clause (a), (c) or (d) of this paragraph) whose election by the Board or nomination for election by the Company’s then outstanding Voting Securities, 's stockholders was approved by a vote of at least two-thirds (ii2/3) individuals who on the date of this Agreement are members of the Board (directors then still in office who either were directors at the “Incumbent Board”) beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the members of the Board thereof; or (provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board), or (iiic) the stockholders shareholders of the Company approve a merger or consolidation of the Company with any other corporation, other than (i) a merger or consolidation which would result in the Voting Securities voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities voting securities of the surviving entity) ), in combination with the ownership of any trustee or other fiduciary holder of securities under an employee benefit plan of the Company, at least 8050% of the total combined voting power represented by of the Voting Securities voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or (ii) a merger or consolidation effected to implement a recapitalization of the stockholders Company (or similar transaction) in which no person acquires more than 50% of the combined voting power of the Company's then outstanding securities; or (d) the shareholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company’s 's assets. Notwithstanding the foregoing, no Change in Control shall be deemed to have occurred if there is consummated any transaction or series of integrated transactions immediately following which, in the judgment of the Compensation Committee of the Board, the holders of the Company's Common Stock immediately prior to such transaction or series of transactions continue to have the same proportionate ownership in an entity which owns all or substantially all of the assets of the Company immediately prior to such transaction or series of transactions.

Change in Control. For purposes of this Employment Agreement, a “Change in Control” shall be deemed to have occurred if if: (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders shareowners of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 20% fifty percent (50%) or more of the total voting power represented by the Company’s then outstanding Voting Securities, voting securities; (ii) during any period of two (2) consecutive years, individuals who on at the date beginning of this Agreement are members such period constitute the Board and any new director whose election by the Board or nomination for election by the Company’s shareowners was approved by a vote of a majority of the Board (directors then still in office who either were directors at the “Incumbent Board”) beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the members of the Board (provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board), or thereof; (iii) the stockholders consummation of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the Voting Securities voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities voting securities of the surviving entity) at least 80% fifty percent (50%) of the total voting power represented by the Voting Securities voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or ; or (iv) the stockholders shareowners of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company’s assets. For the avoidance of doubt, a corporate restructuring (i) whereby a new parent company is created and immediately following such transaction the Company is a direct or indirect wholly-owned subsidiary of such new parent company, whether through reorganization, merger, exchange or other corporate means, or (ii) in connection with or in preparation for an initial public offering, in each case, shall not be deemed to be a Change of Control.

Change in Control. For the purposes of this Agreement, a “Change in Control” Control shall mean a change in the control of the Company during the Term of this Agreement, which shall be deemed to have occurred if if: (i) any “person” (as such term is used in Sections 13(d) and 14(d) The registration of the Company's voting securities under the Securities Exchange Act of 1934, as amended (the “Exchange "1934 Act”"), terminates or the Company shall have fewer than 300 stockholders of record; or (ii) any person or group (within the meaning of Sections 13(d) and 14(d) of the 1934 Act), other than the Company or any of its majority-controlled subsidiaries, becomes the beneficial owner (within the meaning of Rule 13d-3 under the ▇▇▇▇ ▇▇▇) of 30 percent or more of the combined voting power of the Company's then outstanding voting securities; or (iii) a trustee tender offer or exchange offer (other fiduciary holding securities under than an employee benefit plan of offer by the Company or a corporation owned directly majority-con-trolled subsidiary), pursuant to which 30 percent or indirectly by more of the combined voting power of the company's then outstanding voting securities was purchased, expires; or (iv) the stockholders of the Company in substantially the same proportions as their ownership of stock approve an agreement to merge or consolidate with another corporation (other than a majority-controlled subsidiary of the Company, is or becomes ) unless the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities stockholders of the Company representing 20% immediately before the merger or consolidation are to own more than 70 percent of the total combined voting power represented by of the resulting entity's voting securities; or (v) the Company’s then outstanding Voting Securities's stockholders approve an agreement (including, (iiwithout limitation, a plan of liquidation) individuals who on the date to sell or otherwise dispose of this Agreement are members all or substantially all of the business or assets of the Company; or (vi) during any period of two consecutive years, individuals who, at the beginning of such period, constituted the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority thereof, unless the election or the nomination for election by the Company's stockholders of each new director was approved by a vote of at least two-thirds of the members of the Board (provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board directors then still in office, such new member shall be considered as a member office who were directors at the beginning of the Incumbent Board), or period; or (iiivii) the stockholders acquisition of direct or indirect beneficial ownership of more than 15 percent of the Company's then outstanding voting securities by any person or group is approved over the formal objection of the Company approve by the Securities and Exchange Commission pursuant to Section 9 of the Public Utility Holding Company Act of 1935, as amended. However, no Change in Control shall be deemed to have occur-red by reason of any event involving a transaction in which Executive, or a group of persons or entities with which Executive acts in concert, acquires, directly or indirectly, more than 30 percent of the common stock or the business or assets of the Company; any event involving or arising out of a proceeding under Title 11 of the United States Code (or the provisions of any future United States bankruptcy law), an assignment for the benefit of creditors or an insolvency proceeding under state or local law; or any event constituting approval by the Company's stockholders of a merger or consolidation if a majority of the group consisting of the President and Vice Presidents of the Company with any other corporation, other than who are parties to agreements conferring rights upon a merger or consolidation which would result Change in the Voting Securities of the Company outstanding immediately Control shall have agreed in writing prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve approval that approval shall be deemed not to constitute a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (Change in one transaction or a series of transactions) all or substantially all of the Company’s assetsControl.

Change in Control. For purposes of this Agreement, a A “Change in Control” of the Company shall be deemed mean the first to have occurred if occur after the date hereof of any of the following events: (i) any “person,” (as such term is used in Sections 13(d3(a)(9) and 14(d13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), becomes a “beneficial owner,” as such term is used in Rule 13d-3 promulgated under the Exchange Act, of 51% or more of the Voting Stock (as defined below) of the Company; (ii) the majority of the Board of Directors of the Company consists of individuals other than “Continuing Directors,” which shall mean the members of the Board on the date hereof, provided that any person becoming a trustee director subsequent to the date hereof whose election or other fiduciary holding securities under an employee benefit plan nomination for election was supported by a vote of the directors who then comprised the Continuing Directors, shall be considered to be a Continuing Director; (iii) the Board of Directors of the Company adopts and, if required by law or the certificate of incorporation of the Corporation, the shareholders approve the dissolution of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 20% or more of the total voting power represented by the Company’s then outstanding Voting Securities, (ii) individuals who on the date of this Agreement are members of the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the members of the Board (provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board), or (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement comparable plan providing for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company’s assets; (iv) all or substantially all of the assets of the Company are disposed of pursuant to a merger, consolidation, share exchange, reorganization or other transaction unless the shareholders of the Company immediately prior to such merger, consolidation, share exchange, reorganization or other transaction beneficially own, directly or indirectly, in substantially the same proportion as they previously owned the Voting Stock or other ownership interests of the Company, 51% of the Voting Stock or other ownership interests of the entity or entities, if any, that succeed to the business of the Company; or (v) the Company merges or combines with another company and, immediately after the merger or combination, the shareholders of the Company immediately prior to the merger or combination own, directly or indirectly, 50% or less of the Voting Stock of the successor company, provided that in making such determination there shall be excluded from the number of shares of Voting Stock held by such shareholders, but not from the Voting Stock of the successor company, any shares owned by Affiliates of such other company who were not also Affiliates of the Company prior to such merger or combination.

Change in Control. For purposes of this Agreement, a “"Change in Control” " of the Company shall be deemed to have occurred if any of the events set forth in any one of the following paragraphs shall occur: (ia) any “"person” " (as such term is used defined in Sections 13(d) and 14(dsection 3(a)(9) of the Securities Exchange Act of 1934, as amended (the “"Exchange Act”") and as such term is modified in sections 13(d) and 14(d) of the Exchange Act), other than excluding the Company or any of its subsidiaries, a trustee or other any fiduciary holding securities under an employee benefit plan of the Company of any of its subsidiaries, an underwriter temporarily holding securities pursuant to an offering of such securities or a corporation owned owned, directly or indirectly indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the “"beneficial owner” " (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 2030% or more of the total combined voting power represented of the Company's then outstanding securities; or (b) during any period of not more than two consecutive years, individuals who at the beginning of much period constitute the Board and any new director (other than a director designated by a Person who has entered into an agreement with the Company to effect a transaction described in clause (a), (c) or (d) of this paragraph) whose election by the Board or nomination for election by the Company’s then outstanding Voting Securities, 's stockholders was approved by a vote of at least two-thirds (ii2/3) individuals who on the date of this Agreement are members of the Board (directors then still in office who either were directors at the “Incumbent Board”) beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the members of the Board thereof; or (provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board), or (iiic) the stockholders shareholders of the Company approve a merger or consolidation of the Company with any other corporation, other than (i) a merger or consolidation which would result in the Voting Securities voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities voting securities of the surviving entity) ), in combination with the ownership of any trustee or other fiduciary holder of securities under an employee benefit plan of the Company, at least 8050% of the total combined voting power represented by of the Voting Securities voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or (ii) a merger or consolidation effected to implement a recapitalization of the stockholders Company (or similar transaction) in which no person acquires more than 50% of the combined voting power of the Company's then outstanding securities; or (d) the shareholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company’s 's assets. Notwithstanding the foregoing, if any transaction described under paragraphs (a), (c) and (d) of this Section 3 results in consideration to the Company or the shareholders of the Company, as the case may be, from such transaction with a value (as determined in good faith by the Compensation Committee of the Board) of less than $1.00 per share (subject to adjustment for stock splits and combination and stock dividends after the date hereof), no Change in Control will be deemed to occur unless such transaction is approved by persons holding not less than two-thirds of the combined voting power of the Company's voting securities entitled to vote on such transaction. In addition, no Change in Control shall be deemed to occur if there is consummated any transaction or series of integrated transactions immediately following which, in the judgment of the Compensation Committee of the Board, the holders of the Company's Common Stock immediately prior to such transaction or series of transactions continue to have the same proportionate ownership in an entity which owns all or substantially all of the assets of the Company immediately prior to such transaction or series of transactions.

Change in Control. For purposes of this Agreement, a “A Change in Control” shall be deemed to have occurred if (i) Control is defined as any one of the following occurrences: Any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended 1934 (the “Exchange Act”)), other becomes the “beneficial owner” (as such term is defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the total fair market value or total combined voting power of the Company’s then-outstanding securities entitled to vote generally in the election of directors; provided, however, that a Change in Control shall not be deemed to have occurred if such degree of beneficial ownership results from any of the following: (A) an acquisition of securities by any person who on the Effective Date is the beneficial owner of more than fifty percent (50%) of such voting power, (B) any acquisition of securities directly from the Company, including, without limitation, pursuant to or in connection with a public offering of securities, (C) any acquisition of securities by the Company, (D) any acquisition of securities by a trustee or other fiduciary holding securities under an employee benefit plan of the Company Company, or a corporation (E) any acquisition of securities by an entity owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock the voting securities of the Company, is ; or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly sale or indirectly, disposition of securities all or substantially all of the Company representing 20% or more of the total voting power represented by the Company’s then outstanding Voting Securities, assets (ii) individuals who on the date of this Agreement are members other than a sale or disposition to one or more subsidiaries of the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the members of the Board (provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent BoardCompany), or (iii) the stockholders of any transaction having similar effect is consummated; or the Company approve is party to a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result that results in the Voting Securities holders of voting securities of the Company outstanding immediately prior thereto continuing failing to continue to represent (either by remaining outstanding or by being converted into Voting Securities voting securities of the surviving entity) at least 80more than 50% of the total combined voting power represented by of the Voting Securities voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, ; or the stockholders of the Company approve a plan of complete dissolution or liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company’s assets.

Change in Control. For purposes of this Agreement, a “Change in Control” shall be deemed to have occurred if means the consummation of any of the following transactions: (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, amended) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange said Act), directly or indirectly, of securities of the Company representing 2050% or more of the total voting power represented by the Company’s then outstanding Voting Securities, voting securities; or (ii) individuals who on a change in the date of this Agreement are members composition of the Board (the “Incumbent Board”) cease for any reason to constitute at least occurring within a two-year period, as a result of which fewer than a majority of the members of the Board directors are Incumbent Directors (provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Boarddefined below), ; or (iii) the stockholders date of the Company approve consummation of a merger or consolidation of the Company with any other corporationcorporation that has been approved by the shareholders of the Company, other than a merger or consolidation which would result in the Voting Securities voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities voting securities of the surviving entity) at least 80more than 50% of the total voting power represented by the Voting Securities voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders shareholders of the Company approve a plan of complete liquidation of the Company Company; or an agreement for (iv) the date of the consummation of the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company’s assets. Notwithstanding the foregoing, a transaction shall not constitute a “Change in Control” unless it also constitutes a “change in control event,” as defined in Treasury Regulation §1.409A-3(i)(5). “Incumbent Directors” will mean directors who either (A) are directors of the Company as of the date of this Agreement, or (B) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the Incumbent Directors at the time of such election or nomination (but will not include an individual whose election or nomination is in connection with an actual or threatened proxy contest relating to the election of directors to the Company).

Change in Control. For purposes A Change of this AgreementControl (as defined below) shall occur with respect to the Company, unless Holder shall have expressly consented to such Change of Control in writing. A "Change of Control" shall mean any event or circumstance as a “Change in Control” shall be deemed to have occurred if result of which (i) any “person” "Person" or "group" (as such term is used terms are defined in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934Act, as amended (in effect on the “Exchange Act”date hereof), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the CompanyHolder, is or becomes the “"beneficial owner” " (as defined in Rule 13d-3 Rules 13(d)-3 and 13(d)-5 under the Exchange Act), directly or indirectly, of securities of the Company representing 2035% or more on a fully diluted basis of the total voting power represented by the Company’s then outstanding Voting Securitiesvoting equity interest of EPXR, (ii) individuals who on the date of this Agreement are members of the Board (the “Incumbent Board”) of Directors of EPXR shall cease for any reason to constitute at least consist of a majority of the members Board of Directors of EPXR on the date hereof (or directors appointed by a majority of the Board (provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote Directors of the members of the Incumbent Board then still EPXR in office, effect immediately prior to such new member shall be considered as a member of the Incumbent Boardappointment), or (iii) the stockholders EPXR sells all or any part of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidationequity interests of, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company’s assetsassets of, Voxx or any of its Subsidiaries prior to the consummation of an initial public offering of the VOXX Common Stock or (iv) Voxx or any of its Subsidiaries merges or consolidates with, or sells or transfers all or substantially all of its assets to, any other person or entity; provided that (i) any Subsidiary of Voxx may merge or consolidate with any other Subsidiary of Voxx so long as the surviving entity in any such merger or consolidation is a Subsidiary of Voxx that is party to the Master Security Agreement, the Guaranty and the Stock Pledge Agreement and (ii) any Subsidiary of Voxx may sell or transfer all or substantially all of its assets to any person or entity that is party to the Master Security Agreement, the Guaranty and the Stock Pledge Agreement. Notwithstanding the foregoing contained in this Section 4.10, it is contemplated that Voxx and its subsidiaries will consummate an initial public offering of its common stock and it is hereby acknowledged and agreed to by Holder that such an initial public offering will not constitute an Event of Default under this 4.10.

Change in Control. For purposes of this Agreement, a “Change in Control” Control shall be deemed to have occurred if as of the first day that any one or more of the following conditions shall have been satisfied: (a) Any "Person" (other than (i) any “person” (as such term is used those Persons in Sections 13(d) and 14(d) control of the Securities Exchange Act Company as of 1934the Effective Date, as amended (ii) any person or persons acting on behalf of the “Exchange Act”)Company in a distribution of stock to the public, other than a (iii) any trustee or other fiduciary holding securities under an any employee benefit plan of the Company Company, or (iv) a corporation owned directly or indirectly by the stockholders (immediately prior to such transaction) of the Company in substantially the same proportions as their ownership of stock of the Company, is or ) becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act)a Beneficial Owner, directly or indirectly, of securities of the Company representing 20% thirty percent (30%) or more of the total combined voting power represented by of the Company’s 's then outstanding Voting Securities, securities; or (i) a complete or substantial liquidation of the Company; or (ii) individuals who on the date sale or disposition of this Agreement are members of all or substantially all the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the members of the Board (provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board), Company's assets; or (iii) the stockholders of the Company approve a merger merger, consolidation, or consolidation reorganization of the Company with or involving any other corporationcorporation or entity, other than a merger merger, consolidation, or consolidation which reorganization that would result in the Voting Securities voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities voting securities of the surviving entity) at least 80% seventy percent (70%) of the total combined voting power represented by of the Voting Securities voting securities of the Company (or such surviving entity entity) outstanding immediately after such merger merger, consolidation or consolidationreorganization. In no event shall a Change in Control be deemed to have occurred, or with respect to the stockholders Executive, if the Executive is part of a purchasing group which consummates the Change in Control transaction. The Executive shall be deemed "part of a purchasing group" for purposes of the Company approve a plan preceding sentence if the Executive is an equity Executive in the purchasing company or group (except for: (i) passive ownership of complete liquidation less than one percent (1%) of the Company stock of the purchasing company; or an agreement for (ii) ownership of equity participation in the sale purchasing company or disposition group which is otherwise not significant, as determined prior to the Change in Control by a majority of the Company of (in one transaction or a series of transactions) all or substantially all nonemployee continuing directors of the Company’s assets).

Change in Control. For purposes of this Agreement, a “"Change in Control” shall be deemed to have occurred if " means the date on which the earlier of the following events occur: (ia) the acquisition by any “person” (entity, person or group of beneficial ownership, as such that term is used defined in Sections 13(d) and 14(d) of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (of more than 50% of the “Exchange Act”), other than a trustee or other fiduciary holding securities under an employee benefit plan outstanding capital stock of the Company or a corporation owned directly or indirectly by entitled to vote for the stockholders election of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the “beneficial owner” directors (as defined in Rule 13d-3 under the Exchange Act"Voting Stock"), directly or indirectly, of securities of the Company representing 20% or more of the total voting power represented by the Company’s then outstanding Voting Securities, ; (ii) individuals who on the date of this Agreement are members of the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the members of the Board (provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board), or (iiib) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than one or more corporations as a result of which the holders of outstanding Voting Stock of the Company immediately prior to such a merger or consolidation which would result in hold less than 60% of the Voting Securities Stock of the surviving or resulting corporation; (c) the transfer of substantially all of the property of the Company outstanding immediately prior thereto continuing other than to represent (either by remaining outstanding or by being converted into Voting Securities an entity of which the surviving entity) Company owns at least 80% of the total voting power represented by Voting Stock; or (d) the Voting Securities election to the Board of Directors of the Company of three or such surviving entity outstanding immediately after such merger more directors during any 12 month period without the recommendation or consolidation, or the stockholders approval of the Company approve a plan incumbent Board of complete liquidation Directors of the Company or Company. A Change in Control shall not include (a) an agreement for initial public offering of the sale or disposition by stock of the Company of (b) any acquisition in one transaction or which the Executive is a series of transactions) all or substantially all member of the Company’s assetsacquiring group or an officer or owner of the acquiring entity. Upon a Change in Control, as defined above in this Section 8, all outstanding stock options shall become 100% vested and immediately exercisable, regardless of whether the Executive terminates employment or not. If the Executive terminates employment with Good Reason within 12 months of a Change in Control, to the extent permitted by law, the Company shall continue the medical, disability and life insurance benefits which Executive was receiving at the time of termination for a period of 24 months after termination of employment or, if earlier, until Executive has commenced employed elsewhere and becomes eligible for participation in the medical, disability and life insurance programs, if any, of his successor employer. Coverage under Employer's medical, disability and life insurance programs shall cease with respect to each such program as Executive becomes eligible for the medical, disability and life insurance programs, if any, of his successor employer.

Change in Control. For purposes of this Agreement, a “Change in Control” shall be deemed to have occurred if Control means any of the following actions identified in clauses (i), (ii) or (iii) below: (i) The acquisition by any “person” Person (as such term is used in Sections 13(d) and 14(ddefined below) of the Securities Exchange Act beneficial ownership of 1934, as amended (the “Exchange Act”), other than a trustee 50% or other fiduciary holding securities under an employee benefit plan more of the Company or a corporation owned directly or indirectly by the stockholders then outstanding shares of the Company in substantially the same proportions as their ownership of common stock of the Company, provided that it shall not constitute a Change in Control if (a) the acquisition is directly from the Company (excluding an acquisition by virtue of the exercise of a conversion privilege) or becomes (b) individuals who constitute the “beneficial owner” Incumbent Board (as defined in Rule 13d-3 under below) immediately prior to the Exchange Act), directly or indirectly, acquisition continue to constitute a majority of securities the Board of Directors of the Company representing 20% or more of for the total voting power represented by 12-month period immediately after the Company’s then outstanding Voting Securities, acquisition. (ii) individuals Individuals who constitute the Board of Directors of the Company on the date of this Agreement are members of the Board Effective Date (the “Incumbent Board”) cease for any reason to constitute a majority of the Board of Directors of the Company within a 12-month period, provided that any director whose nomination was approved by a vote of at least two-thirds of the directors then comprising the Incumbent Board will be considered a member of the Incumbent Board, but excluding any such individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the directors of the Company. (iii) Consummation of a reorganization, merger, share exchange or consolidation involving the Company (a “Reorganization”), unless each of the following conditions is satisfied: (a) at least 40% of the then outstanding shares of common stock of the corporation resulting from the Reorganization is beneficially owned by all or substantially all of the former shareholders of the Company in substantially the same proportions, relative to each other, as their ownership existed in the Company immediately prior to the Reorganization; (b) no Person beneficially owns 20% or more of either (1) the then outstanding shares of common stock of the corporation resulting from the transaction or (2) the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors; and (c) at least a majority of the members of the Board (provided, however, that if the appointment or election (or nomination for election) board of any new Board member was approved or recommended by a majority vote directors of the corporation resulting from the Reorganization were members of the Incumbent Board then still in office, such new member shall be considered as a member at the time of the Incumbent Board), or (iii) the stockholders execution of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an initial agreement providing for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company’s assetsReorganization.

Change in Control. For purposes of this Agreement, a “A Change in Control” Control of the Company shall be deemed to have occurred if (i) any “personPerson” (as such term is used in Sections Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), ) (other than a the Company, any trustee or other fiduciary holding securities under an employee employer benefit plan of the Company Company, or a any corporation owned owned, directly or indirectly indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company), is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 20more than 50% or more of the total combined voting power represented by of the Company’s then outstanding Voting Securitiessecurities, (ii) during any 12-month period (not including any period prior to the execution of this Agreement), individuals who on are the date beginning of such period constituted the Board, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in subclauses (i), (iii) or (iv) of this Agreement are paragraph) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least 66 2/3% of the members of the Board (then still in office who either were directors at the “Incumbent Board”) beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the members of the Board (provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board), or thereof (iii) the Company’s stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than (A) a merger or consolidation which would result in the Voting Securities voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities voting securities of the Company or such surviving entity) at least 80more than 50% of the total combined voting power represented by of the Voting Securities voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidationconsolidation or (B) a merger or consolidation effected to implemented a recapitalization of the Company (or similar transaction) in which no “person” (as defined above) acquires more than 50% of the combined voting power of the Company’s then outstanding securities, or (iv) the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company’s assets.

Change in Control. For purposes of this Agreement, a “Change in Control” Control of the Company shall be deemed to have occurred if mean the occurrence of any of the following events: (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)person or group, other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the CompanyPermitted Holders, is or becomes the “beneficial owner” (as defined in Rule rules 13d-3 and 13d-5 under the Exchange Act), ) directly or indirectly, indirectly of securities more than 50% of the Company total voting power of the voting stock of the Company, including by way of merger, consolidation or otherwise; (ii) a reorganization, recapitalization, merger or consolidation (a “Corporate Transaction”) involving the Company, unless securities representing 2050% or more of the total combined voting power represented of the then outstanding voting securities entitled to vote generally in the election of directors of the Company or the corporation resulting from such Corporate Transaction (or the parent of such corporation) are held subsequent to such transaction by the person or persons who were the “beneficial owners” of the outstanding voting securities entitled to vote generally in the election of directors of the Company immediately prior to such Corporate Transaction, in substantially the same proportions as their ownership immediately prior to such Corporate Transaction; (iii) the sale or disposition, in one or a series of related transactions, of all or substantially all, of the assets of the Company to any “person” or “group” (as such terms are defined in Sections 13(d)(3) or 14(d)(2) of the Act) other than the Permitted Holders; or (iv) during any period of 12 months, individuals who at the beginning of such period constituted the Company’s then outstanding Voting Securities, (ii) individuals who on the date Board of this Agreement are members of the Board Directors (the “Incumbent Board”), together with any new directors whose election by the Board or whose nomination for election by the stockholders of the Company was approved by a vote of a majority of the directors of the Company (then still in office) who were either directors at the beginning of such period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the members of the Board (Board, then in office; provided, however, that if such transaction also constitutes a change in control event within the appointment meaning of Section 409A. The term Permitted Holders as used above shall mean any of (i) Blackstone or election its affiliates, and (ii) an employee benefit plan (or nomination for electiontrust forming a part thereof) of any new Board member was approved or recommended maintained by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board), or (iiiA) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving (B) any corporation or other person or entity outstanding immediately after such merger of which a majority of its voting power of its voting equity securities or consolidationequity interest is owned, directly or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition indirectly, by the Company Company. The term Blackstone as used above shall mean each of (in one transaction or a series of transactions) all or substantially all of the Company’s assetsBlackstone FCH Capital Partners IV L.P., Blackstone Health Commitment Partners L.P., Blackstone Capital Partners IV-A L.P., Blackstone Family Investment Partnership IV-A L.P., Blackstone Health Commitment Partners-A L.P., Blackstone FCH Capital Partners IV-B L.P., and Blackstone FCH Capital Partners IV-A L.P., and their respective Affiliates.”

Change in Control. For purposes of this Agreement, a “A "Change in Control” " shall be deemed to have occurred if the conditions set forth in any one of the following paragraphs shall have been satisfied: (i) any “"person” " (as such term is used in Sections 13(d14(d) and 14(d15(d) of the Securities Exchange Act of 1934, as amended (the “"Exchange Act”"), ) (other than a the Company; any trustee or other fiduciary holding securities under an employee benefit plan of the Company; or any Company or a corporation owned owned, directly or indirectly indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of the stock of the Company, ) is or becomes after the “Effective Date the "beneficial owner” " (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such person any securities acquired directly from the Company or its affiliates) representing 2025% or more of the total combined voting power represented of the Company's then outstanding securities; or (ii) during any period of two consecutive years (not including any period prior to the Effective Date), individuals who at the beginning of such period constitute the Board and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in subparagraph (i), (iii) or (iv) of this Section 11(g)) whose election by the Board or nomination for election by the Company’s then outstanding Voting Securities, (ii) individuals who on the date 's stockholders was approved by a vote of this Agreement are members at least 2/3 of the Board (directors then still in office who either were directors at the “Incumbent Board”) beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the members of the Board (provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board), or thereof; or (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than (A) a merger or consolidation which would result in the Voting Securities voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities voting securities of the surviving entity) ), in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of the Company, at least 8075% of the total combined voting power represented by of the Voting Securities voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or (B) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no person acquires more than 50% of the combined voting power of the Company's then outstanding securities; or (iv) the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company’s 's assets.

Change in Control. Notwithstanding any provision to the contrary in this Agreement, a Participant shall become fully and immediately vested in the Award in the event of the occurrence of a Change in Control, without regard to attainment or certification of the Performance Goal. In the event of the occurrence of a Change in Control, the Vested Shares will be released within a reasonable time thereafter. For purposes of this Agreement, a “Agreement "Change in Control” " shall be deemed to have occurred if mean the occurrence of any of the following events: i. The consummation of (i1) a merger, consolidation, statutory share exchange or similar form of transactions involving the (x) Company or (y) any “person” Subsidiary, but in the case of this clause (y) only if Company Voting Securities (as such term is used defined below) are issued or issuable or, or (2) the sale or other disposition of all or substantially all of the assets of the Company (each of the foregoing events in Sections 13(dclauses (1) and 14(d(2) being hereinafter referred to as a "Reorganization"), in each case, unless immediately following such Reorganization: a) all or substantially all of the individuals and entities who were the Beneficial Owners (as defined below) of the Securities Exchange Act securities eligible to vote for the election of 1934the Board (such securities, the "Company Voting Securities") outstanding immediately prior to the consummation of such Reorganization continue to Beneficially Own more than seventy percent (70%) of the combined voting power of the then outstanding voting securities of the corporation or other entity resulting from such Reorganization (including a corporation or entity that, as amended (the “Exchange Act”)a result of such transaction, other than a trustee or other fiduciary holding securities under an employee benefit plan of owns the Company or a corporation owned all or substantially all of the Company’s assets either directly or indirectly by through one or more subsidiaries) (the stockholders of the Company "Continuing Entity") in substantially the same proportions as their ownership, immediately prior to the consummation of the Reorganization, of the outstanding Company Voting Securities (excluding, for purposes of determining such proportions, any outstanding voting securities of the Continuing Entity that such Beneficial Owners hold immediately following the consummation of the Reorganization as a result of their ownership prior to such consummation of stock voting securities of any corporation or entity involved in or forming part of such Reorganization other than the Company), b) no Person (excluding any employee benefit plan (or related trust) sponsored or maintained by the Continuing Entity or any corporation or entity controlled by the Continuing Entity) Beneficially Owns thirty-five percent (35%) or more of the combined voting power of the then outstanding voting securities of the Continuing Entity, and c) at least a majority of the members of the board of directors of the Continuing Entity were Incumbent Directors (as defined below) at the time of execution of the definitive agreement providing for such Reorganization or, in the absence of such an agreement, at the time at which approval of the Board was obtained for such Reorganization; ii. The Shareholders of the Company approve a plan of complete liquidation or dissolution of the Company, unless such liquidation or dissolution is part of a transaction or becomes series of transactions described in paragraph (i) above that does not otherwise constitute a Change in Control; iii. Any Person, corporation or other entity or group shall have become the “beneficial owner” Beneficial Owner of, or shall have obtained voting control over, thirty-five percent (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 20% 35%) or more of either the total outstanding Stock or the combined voting power represented of the then outstanding Company Voting Securities; provided, however, that for purposes of this paragraph (iii), the following acquisitions of Stock or Company Voting Securities shall not constitute a Change in Control: (1) any acquisition by the Company’s then outstanding Voting SecuritiesCompany or any Subsidiary; (2) any acquisition by an underwriter temporarily holding such securities pursuant to an offering of such securities; (3) any acquisition by any employee benefit plan (or related trust) sponsored by or maintained by the Company or any Subsidiary; and (4) any acquisition upon consummation of a transaction described in paragraph (i) above that does not otherwise constitute a Change in Control under the terms of such paragraph (i); or iv. During any period of twenty-four (24) consecutive months, (ii) individuals who on the date of this Agreement are were members of the Board at the beginning of such period (the “"Incumbent Board”Directors") cease at any time during such period for any reason to constitute at least a majority of the members of the Board (Board; provided, however, that if any individual becoming a director subsequent to the beginning of such period whose appointment or election (election, or nomination for election) of any new Board member election by the Company’s shareholders, was approved or recommended by a majority vote of the members at least a majority of the directors then comprising the Incumbent Board then still in office, such new member Directors shall be considered as though such individual were an Incumbent Director, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a member result of either an actual or threatened election contest or actual or threatened solicitation of proxies or consents by or on behalf of an entity or Person other than the Board. For purposes of this definition, the term "Person" shall mean any individual, corporation, partnership, group, association or other person, as such term is defined in Section 13(d)(3) or Section 14(d)(2) of the Incumbent BoardExchange Act, and the terms "Beneficial Owner," "Beneficially Own" and similar variations of such terms shall have the meaning given in Rule 13d-3 under the Exchange Act.). The Board shall have full and final authority, or (iii) in its discretion, to determine whether a Change in Control has occurred, the stockholders date of the Company approve a merger or consolidation occurrence of the Company with such Change in Control and any other corporation, other than a merger or consolidation which would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company’s assetsincidental matters relating thereto.

Change in Control. For purposes of this Agreement, a “Change in Control” means the occurrence of any of the following events: (i) there shall be deemed consummated (A) any consolidation or merger of the Company in which the Company is not the continuing or surviving corporation or pursuant to have occurred if which shares of the Company’s Common Stock would be converted into cash, securities or other property, other than a merger of the Company where a majority of the Board of Directors of the surviving corporation are, and for a two-year period after the merger continue to be, persons who were directors of the Company immediately prior to the merger or were elected as directors, or nominated for election as director, by a vote of at least two-thirds of the directors then still in office who were directors of the Company immediately prior to the merger, or (iB) any sale, lease, exchange or transfer (in one transaction or a series of related transactions) of all or substantially all of the assets of the Company, or (ii) the shareholders of the Company shall approve any plan or proposal for the liquidation or dissolution of the Company, or (iii) (A) any “person” (as such term is used in Sections 13(d) and 14(d14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly subsidiary thereof or indirectly any employee benefit plan sponsored by the stockholders Company or a subsidiary thereof, shall become the beneficial owner (within the meaning of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, ) of securities of the Company representing 20% 20 percent or more of the total combined voting power represented by of the Company’s then outstanding Voting Securitiessecurities ordinarily (and apart from rights accruing in special circumstances) having the right to vote in the election of directors, as a result of a tender or exchange offer, open market purchases, privately negotiated purchases or otherwise, and (iiB) at any time during a period of two years thereafter, individuals who on immediately prior to the date beginning of this Agreement are members such period constituted the Board of Directors of the Board (the “Incumbent Board”) Company shall cease for any reason to constitute at least a majority thereof, unless the election or the nomination by the Board of Directors for election by the Company’s shareholders of each new director during such period was approved by a vote of at least two-thirds of the members of the Board (provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board directors then still in office, office who were directors at the beginning of such new member shall be considered as a member of the Incumbent Board), or (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company’s assetsperiod.

Change in Control. Notwithstanding any provision to the contrary in this Agreement, a Participant shall become fully and immediately vested in the Award in the event of the occurrence of a Change in Control, provided that the Participant remains in the continuous employ of the Company or any Subsidiary until the date of the consummation of such Change in Control. In the event of the occurrence of a Change in Control, the Vested Shares will be released within a reasonable time thereafter. For purposes of this Agreement, a “Agreement "Change in Control” " shall be deemed to have occurred if mean the occurrence of any of the following events: i. The consummation of (i1) a merger, consolidation, statutory share exchange or similar form of transactions involving the (x) Company or (y) any “person” Subsidiary, but in the case of this clause (y) only if Company Voting Securities (as such term is used defined below) are issued or issuable or, or (2) the sale or other disposition of all or substantially all of the assets of the Company (each of the foregoing events in Sections 13(dclauses (1) and 14(d(2) being hereinafter referred to as a "Reorganization"), in each case, unless immediately following such Reorganization: a) all or substantially all of the individuals and entities who were the Beneficial Owners (as defined below) of the Securities Exchange Act securities eligible to vote for the election of 1934the Board (such securities, the "Company Voting Securities") outstanding immediately prior to the consummation of such Reorganization continue to Beneficially Own more than seventy percent (70%) of the combined voting power of the then outstanding voting securities of the corporation or other entity resulting from such Reorganization (including a corporation or entity that, as amended (the “Exchange Act”)a result of such transaction, other than a trustee or other fiduciary holding securities under an employee benefit plan of owns the Company or a corporation owned all or substantially all of the Company’s assets either directly or indirectly by through one or more subsidiaries) (the stockholders of the Company "Continuing Entity") in substantially the same proportions as their ownership, immediately prior to the consummation of the Reorganization, of the outstanding Company Voting Securities (excluding, for purposes of determining such proportions, any outstanding voting securities of the Continuing Entity that such Beneficial Owners hold immediately following the consummation of the Reorganization as a result of their ownership prior to such consummation of stock voting securities of any corporation or entity involved in or forming part of such Reorganization other than the Company), b) no Person (excluding any employee benefit plan (or related trust) sponsored or maintained by the Continuing Entity or any corporation or entity controlled by the Continuing Entity) Beneficially Owns thirty-five percent (35%) or more of the combined voting power of the then outstanding voting securities of the Continuing Entity, and c) at least a majority of the members of the board of directors of the Continuing Entity were Incumbent Directors (as defined below) at the time of execution of the definitive agreement providing for such Reorganization or, in the absence of such an agreement, at the time at which approval of the Board was obtained for such Reorganization; ii. The shareholders of the Company approve a plan of complete liquidation or dissolution of the Company, unless such liquidation or dissolution is part of a transaction or becomes the “beneficial owner” series of transactions described in paragraph (as defined i) above that does not otherwise constitute a Change in Rule 13d-3 under the Exchange Act)Control; a) any Person acquires Beneficial Ownership of, directly or indirectlyacquires voting control over, of securities of the Company representing twenty percent (20% %) or more of either the total outstanding Stock or the combined voting power represented by of the Company’s then outstanding Company Voting Securities, (ii) individuals who either in a single transaction or in a series of transactions occurring within the twelve-month period ending on the date of the most recent acquisition (such Person, an “Acquiring Person”); provided, however, that for purposes of this Agreement are paragraph (iii), no Person may become an Acquiring Person on account of any of the following acquisitions of Stock or Company Voting Securities: (1) any acquisition by the Company or any Subsidiary; (2) any acquisition by an underwriter temporarily holding such securities pursuant to an offering of such securities; (3) any acquisition by any employee benefit plan (or related trust) sponsored by or maintained by the Company or any Subsidiary; and (4) any acquisition upon consummation of a transaction described in paragraph (i) above that does not otherwise constitute a Change in Control under the terms of such paragraph (i), and b) a majority of the members of the Board are or become individuals who are (1) the Acquiring Person; (2) if the Acquiring Person is a group, members of such group; (3) Affiliates of the Acquiring Person; (4) if the Acquiring Person is a group, Affiliates of members of such group; and/or (5) individuals whose initial assumption of office as a member of the Board occurs as a result of (A) an actual or threatened election contest or actual or threatened solicitation of proxies or consents by or on behalf of the Acquiring Person or, if the Acquiring Person is a Group, any member(s) of such group or (B) the recommendation or request of the Acquiring Person or any member of the Board who is an Affiliate of the Acquiring Person or, if the Acquiring Person is a group, any member of such group (each such Board member, an “Acquiring Person Director”); or iv. During any period of twenty-four (24) consecutive months, individuals who were members of the Board at the beginning of such period (the “"Incumbent Board”Directors") cease at any time during such period for any reason to constitute at least a majority of the members of the Board (Board; provided, however, that if any individual becoming a director subsequent to the beginning of such period whose appointment or election (election, or nomination for election) of any new Board member election by the Company’s shareholders, was approved or recommended by a majority vote of the members at least a majority of the directors then comprising the Incumbent Board then still in office, such new member Directors shall be considered as though such individual were an Incumbent Director, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a member result of either an actual or threatened election contest or actual or threatened solicitation of proxies or consents by or on behalf of an entity or Person other than the Board. For purposes of this definition, the term "Person" shall mean any individual, corporation, partnership, group, association or other person, as such term is defined in Section 13(d)(3) or Section 14(d)(2) of the Incumbent BoardExchange Act, and the terms "Beneficial Owner," "Beneficially Own" and similar variations of such terms shall have the meaning given in Rule 13d-3 under the Exchange Act. For purposes of this definition, “Affiliate” means (a) any Person directly or indirectly controlling, controlled by or under common control with the Acquiring Person (or any of its members, if the Acquiring Person is a group); (b) any director, officer, member, manager, partner, five percent (5%) owner, attorney, financial or accounting adviser or other agent of the Acquiring Person (or any of its members, if the Acquiring Person is a group) or of any Person described in clause (a); or (iiic) any director, officer, member, manager, partner, five percent (5%) owner, attorney, financial or accounting adviser or other agent of any Person described in clause (b). For the stockholders purposes of this definition, “control,” when used with respect to any Person, means the possession, directly or indirectly, of the Company approve a merger power to direct or consolidation cause the direction of the Company with management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlling” and “controlled” have meanings correlative to the foregoing. The Board shall have full and final authority, in its discretion, to determine whether a Change in Control has occurred, the date of the occurrence of such Change in Control and any other corporationincidental matters relating thereto, provided that the determination as to whether one or more Board members are Acquiring Person Directors shall be made by a majority of members of the Board other than a merger members who are Acquiring Person Directors or consolidation which would result whose status as an Acquiring Person Director is in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company’s assetsquestion.

Change in Control. For purposes of this Agreement, a “Change in Control” shall be deemed to have occurred if means the consummation of any of the following transactions: (i) a sale, transfer or disposition of all or substantially all of the Company’s assets other than to (A) a corporation or other entity of which at least a majority of its combined voting power is owned directly or indirectly by the Company, (B) a corporation or other entity owned directly or indirectly by the holders of capital stock of the Company in substantially the same proportions as their ownership of Common Stock, or (C) an Excluded Entity (as defined in subsection (ii) below); or (ii) any merger, consolidation or other business combination transaction of the Company with or into another corporation, entity or person, other than a transaction with or into another corporation, entity or person in which the holders of at least a majority of the shares of voting capital stock of the Company outstanding immediately prior to such transaction continue to hold (either by such shares remaining outstanding in the continuing entity or by their being converted into shares of voting capital stock of the surviving entity) a majority of the total voting power represented by the shares of voting capital stock of the Company (or the surviving entity) outstanding immediately after such transaction (an “Excluded Entity”); or (iii) an acquisition of any voting securities of the Company by any “person” (as such the term “person” is used in Sections for purposes of Section 13(d) and or Section 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange 1934 Act”), other than a trustee ) immediately after which such person has “beneficial ownership” (within the meaning of Rule 13d-3 promulgated under the ▇▇▇▇ ▇▇▇) of fifty percent (50%) or other fiduciary holding securities under an employee benefit plan more of the Company or a corporation owned directly or indirectly by the stockholders combined voting power of the Company Company’s then outstanding voting securities. Notwithstanding the foregoing, a transaction shall not constitute a “Change in Control” if its sole purpose is to change the state of the Company’s incorporation, or to create a holding company that will be owned in substantially the same proportions as their ownership of stock of by the persons who hold the Company’s securities immediately before such transaction. Further notwithstanding the foregoing, is or becomes the a “beneficial ownerChange in Control” (must also constitute a “change in control event,” as defined in Rule 13d-3 under the Exchange ActTreasury Regulation §1.409A-3(i)(5), directly or indirectly, of securities of the Company representing 20% or more of the total voting power represented by the Company’s then outstanding Voting Securities, (ii) individuals who on the date of this Agreement are members of the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the members of the Board (provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board), or (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company’s assets.

Change in Control. For purposes of this Agreement, a “Change in Control” shall mean, and shall be deemed to have occurred if if, on or after the date of this Agreement: (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)amended) or group acting in concert, other than a trustee or other fiduciary holding securities ​ under an employee benefit plan of the Company acting in such capacity or a corporation owned directly or indirectly by the stockholders shareholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange said Act), directly or indirectly, of securities of the Company representing 20% or more than fifty percent (50%) of the total voting power represented by the Company’s then outstanding Voting Securities, voting securities; (ii) during any period of two (2) consecutive years, individuals who on at the date beginning of this Agreement are members such period constitute the Board and any new director whose election by the Board or nomination for election by the Company’s shareholders was approved by a vote of at least two-thirds (2/3) of the Board (directors then still in office who either were directors at the “Incumbent Board”) beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the members of the Board (provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board), or thereof; (iii) the stockholders shareholders of the Company approve a merger or consolidation of the Company with any other corporation, corporation other than a merger or consolidation which would result in the Voting Securities voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities voting securities of the surviving entity) at least eighty percent (80% %) of the total voting power represented by the Voting Securities voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, ; or (iv) the stockholders shareholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of related transactions) all or substantially all of the Company’s assets.. ​

Change in Control. For purposes of this Agreement, a “Change in Control” means a change in control of the Company occurring after December 1, 2008, of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or in response to any similar item on any similar schedule or form) promulgated under the Securities Exchange Act of 1934 (the “Act”), whether or not the Company is then subject to such reporting requirement; provided, however, that, without limitation, such a Change in Control shall be deemed to have occurred if after December 1, 2008, (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), ) other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, Company is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 2015% or more of the total combined voting power represented by of the Company’s then outstanding Voting Securities, securities without the prior approval of at least two-thirds of the members of the board of directors of the Company in office immediately prior to such person attaining such percentage interest; (ii) individuals who on there occurs a proxy contest, or the date Company is a party to a merger, consolidation, sale of this Agreement are assets, plan of liquidation or other reorganization not approved by at least two-thirds of the members of the Board board of directors of the Company then in office, as a consequence of which members of the board of directors in office immediately prior to such transaction or event constitute less than a majority of the board of directors thereafter; or (iii) during any period of two consecutive years, other than as a result of an event described in clause (ii) of this subsection (c), individuals who at the “Incumbent Board”beginning of such period constituted the board of directors of the Company (including for this purpose any new director whose election or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of such period) cease for any reason to constitute at least a majority of the members board of the Board (provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board), or (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company’s assetsdirectors.

Change in Control. For purposes of this Agreement, a “A "Change in Control” " of Company means and shall be deemed to have occurred if and when: (i) any “person” (as such term is used in Sections within the meaning of Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than any person or group becomes a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 20% or more of the total combined voting power represented by the of Company’s 's then outstanding Voting Securities, securities; (ii) individuals who on the date of this Agreement are were members of the Board (board of directors of Company immediately prior to a meeting of the “Incumbent Board”) cease stockholders of Company involving a contest for any reason to the election of directors shall not constitute at least a majority of the members board of the Board (provided, however, that if the appointment or election (or nomination for directors following such election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board), or ; (iii) the stockholders of the Company approve the dissolution or liquidation of Company; (iv) the stockholders of Company approve an agreement to merge or consolidate, or otherwise reorganize, with or into one or more entities which are not subsidiaries, as a merger or consolidation result of which less than 50% of the Company with any other corporation, other than a merger or consolidation which would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities voting securities of the surviving entity) at least 80% or resulting entity are, or are to be, owned by former stockholders of Company (excluding from the term "former stockholders" a stockholder who is, or as a result of the total voting power represented by transaction in question becomes, an "affiliate," as that term is used in the Voting Securities Exchange Act of 1934 and the Company rules promulgated thereunder, of any party to such merger, consolidation or such surviving entity outstanding immediately after such merger reorganization); or consolidation, or (v) the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of Company's business and/or assets to a person or entity which is not a subsidiary; PROVIDED, HOWEVER, that no Change in Control of Company shall be deemed to have occurred if the Company’s assetstransaction giving rise thereto was approved by a majority of the board of directors who were in office immediately prior to such transaction.

Change in Control. For purposes of this Agreement, a A “Change in Control” shall occur when (a) a majority of the directors of the Company shall be deemed to have occurred if persons other than persons (i) for whose election proxies shall have been solicited by the Board of Directors of the Company or (ii) who are then serving as directors appointed by the Board of Directors to fill vacancies on the Board of Directors caused by death or resignation (but not by removal) or to fill newly-created directorships, (b) 50% or more of the voting power of the outstanding shares of all classes and series of capital stock of the Company entitled to vote in the general election of directors of the Company, voting together as a single class (the “Voting Stock”) of the Company is acquired or beneficially owned by any “person” , entity or group (as such term is used in Sections 13(dwithin the meaning of Section 13d(3) and 14(dor 14(d)(2) of the Securities Exchange Act of 1934, as amended amended, (the “Exchange Act”), ) other than (i) an entity in connection with a trustee Business Combination in which clauses (x) and (y) of subparagraph (c) apply or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 20% or more of the total voting power represented by the Company’s then outstanding Voting Securities, (ii) individuals a licensed broker/dealer or licensed underwriter who on purchases shares of Voting Stock pursuant to an underwritten public offering solely for the date purpose of this Agreement are members of resale to the Board public, (the “Incumbent Board”) cease for any reason to constitute at least a majority of the members of the Board (provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board), or (iiic) the stockholders consummation of the Company approve a merger or consolidation of the Company with any other corporationor into another entity, other than a merger or consolidation which would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or other disposition by the Company of (in one transaction or a series of transactions) of all or substantially all of the Company’s assetsassets or a similar business combination (each, a “Business Combination”), in each case unless, immediately following such Business Combination, (x) all or substantially all of the beneficial owners of the Company’s Voting Stock immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the voting power of the then outstanding shares of voting stock (or comparable voting equity interests) of the surviving or acquiring entity resulting from such Business Combination (including such beneficial ownership of an entity that, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets either directly or through one of more subsidiaries), in substantially the same proportions (as compared to the other beneficial owners of the Company’s Voting Stock immediately prior to such Business Combination) as their beneficial ownership of the Company’s Voting Stock immediately prior to such Business Combination, and (y) no person, entity or group that is unaffiliated with Cargill beneficially owns, directly or indirectly, 50% or more of the voting power of the outstanding voting stock (or comparable equity interests) of the surviving or acquiring entity (other than a direct or indirect parent entity of the surviving or acquiring entity, that, after giving effect to the Business Combination, beneficially owns, directly or indirectly, 100% of the outstanding voting stock (or comparable equity interests) of the surviving or acquiring entity), or (d) approval by the shareholders of a definitive agreement or plan to liquidate or dissolve the Company.

Change in Control. Notwithstanding any provision to the contrary in this Agreement, a Participant shall become fully and immediately vested in the Award in the event of the occurrence of a Change in Control, without regard to attainment or certification of the Performance Goals. In the event of the occurrence of a Change in Control, the Vested Shares will be released within a reasonable time thereafter. For purposes of this Agreement, a “"Change in Control” " shall be deemed to have occurred if mean the occurrence of any of the following events: i. The consummation of (i1) a merger, consolidation, statutory share exchange or similar form of transactions involving the (x) Company or (y) any “person” Subsidiary, but in the case of this clause (y) only if Company Voting Securities (as such term is used defined below) are issued or issuable or, or (2) the sale or other disposition of all or substantially all of the assets of the Company (each of the foregoing events in Sections 13(dclauses (1) and 14(d(2) being hereinafter referred to as a "Reorganization"), in each case, unless immediately following such Reorganization: a) all or substantially all of the individuals and entities who were the Beneficial Owners (as defined below) of the Securities Exchange Act securities eligible to vote for the election of 1934the Board (such securities, the "Company Voting Securities") outstanding immediately prior to the consummation of such Reorganization continue to Beneficially Own more than seventy percent (70%) of the combined voting power of the then outstanding voting securities of the corporation or other entity resulting from such Reorganization (including a corporation or entity that, as amended (the “Exchange Act”)a result of such transaction, other than a trustee or other fiduciary holding securities under an employee benefit plan of owns the Company or a corporation owned all or substantially all of the Company’s assets either directly or indirectly by through one or more subsidiaries) (the stockholders of the Company "Continuing Entity") in substantially the same proportions as their ownership, immediately prior to the consummation of the Reorganization, of the outstanding Company Voting Securities (excluding, for purposes of determining such proportions, any outstanding voting securities of the Continuing Entity that such Beneficial Owners hold immediately following the consummation of the Reorganization as a result of their ownership prior to such consummation of stock voting securities of any corporation or entity involved in or forming part of such Reorganization other than the Company), b) no Person (excluding any employee benefit plan (or related trust) sponsored or maintained by the Continuing Entity or any corporation or entity controlled by the Continuing Entity) Beneficially Owns thirty-five percent (35%) or more of the combined voting power of the then outstanding voting securities of the Continuing Entity, and c) at least a majority of the members of the board of directors of the Continuing Entity were Incumbent Directors (as defined below) at the time of execution of the definitive agreement providing for such Reorganization or, in the absence of such an agreement, at the time at which approval of the Board was obtained for such Reorganization; ii. The Shareholders of the Company approve a plan of complete liquidation or dissolution of the Company, unless such liquidation or dissolution is part of a transaction or becomes series of transactions described in paragraph (i) above that does not otherwise constitute a Change in Control; iii. Any Person, corporation or other entity or group shall have become the “beneficial owner” Beneficial Owner of, or shall have obtained voting control over, thirty-five percent (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 20% 35%) or more of either the total outstanding Stock or the combined voting power represented of the then outstanding Company Voting Securities; provided, however, that for purposes of this paragraph (iii), the following acquisitions of Stock or Company Voting Securities shall not constitute a Change in Control: (1) any acquisition by the Company’s then outstanding Voting SecuritiesCompany or any Subsidiary; (2) any acquisition by an underwriter temporarily holding such securities pursuant to an offering of such securities; (3) any acquisition by any employee benefit plan (or related trust) sponsored by or maintained by the Company or any Subsidiary; and (4) any acquisition upon consummation of a transaction described in paragraph (i) above that does not otherwise constitute a Change in Control under the terms of such paragraph (i); or iv. During any period of twenty-four (24) consecutive months, (ii) individuals who on the date of this Agreement are were members of the Board at the beginning of such period (the “"Incumbent Board”Directors") cease at any time during such period for any reason to constitute at least a majority of the members of the Board (Board; provided, however, that if any individual becoming a director subsequent to the beginning of such period whose appointment or election (election, or nomination for election) of any new Board member election by the Company’s shareholders, was approved or recommended by a majority vote of the members at least a majority of the directors then comprising the Incumbent Board then still in office, such new member Directors shall be considered as though such individual were an Incumbent Director, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a member result of either an actual or threatened election contest or actual or threatened solicitation of proxies or consents by or on behalf of an entity or Person other than the Board. For purposes of this definition, the term "Person" shall mean any individual, corporation, partnership, group, association or other person, as such term is defined in Section 13(d)(3) or Section 14(d)(2) of the Incumbent BoardExchange Act, and the terms "Beneficial Owner, " "Beneficially Own" and similar variations of such terms shall have the meaning given in Rule 13d-3 under the Exchange Act.). The Board shall have full and final authority, or (iii) in its discretion, to determine whether a Change in Control has occurred, the stockholders date of the Company approve a merger or consolidation occurrence of the Company with such Change in Control and any other corporation, other than a merger or consolidation which would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company’s assetsincidental matters relating thereto.

Change in Control. For purposes of this Agreement, a A “Change in Control” shall be deemed to have occurred if (i) the conditions set forth in any one of the following paragraphs shall have been satisfied. a. Any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended 1934 (the “Exchange Act”), ) (other than a the Company; any trustee or other fiduciary holding securities under an employee executive benefit plan of the Company Company; or a corporation owned any company owned, directly or indirectly indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of the stock of the Company), is or becomes the “beneficial owner” (as defined in by Rule 13d-3 under the Exchange Act), directly or indirectly, of the securities of the Company (not including any securities acquired directly from the Company or from a transferor in a transaction expressly approved or consented to by the Board of Directors) representing 20more than 50% or more of the total combined voting power represented of the Company's then outstanding securities; or b. During any period of two consecutive years (not including any period prior to the execution of the Agreement), individuals who at the beginning of such period constitute the Board of Directors and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in clause (a), (c) or (d) of this section), (i) whose election by the Board of Directors or nomination for election by the Company’s 's stockholders was approved by a vote of at least two-thirds (2/3) of the directors then outstanding Voting Securities, still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved or (ii) individuals whose election is to replace a person who on the date of this Agreement are members of the Board (the “Incumbent Board”) ceases to be a director due to death, disability or age, cease for any reason to constitute at least a majority of the members of the Board (provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board), or (iii) the thereof; or c. The stockholders of the Company approve a merger or consolidation of the Company with any other another corporation, other than (i) a merger or consolidation which would result in the Voting Securities voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities voting securities of the surviving entity) ), in combination with the ownership of any trustee or other fiduciary holding securities under an executive benefit plan of the Company, at least 8075% of the total combined voting power represented by of the Voting Securities voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or (ii) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no person acquires more than 50% of the combined voting power of the Company's then outstanding securities; or d. The stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company’s 's assets.

Change in Control. For purposes of this Agreement, a “A Change in Control” shall be deemed to have occurred Control will occur if (i) any “person” (as such term is used there is: a. Such a change in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 20% or more of the total voting power represented by the Company’s then outstanding Voting Securities, (ii) individuals who on the date of this Agreement are members membership of the Board of Directors that Continuing Directors shall have ceased (the “Incumbent Board”) cease for any reason reason) to constitute at least a majority of the Board of Directors; or b. An acquisition by any Person or Group, or by a Person and its Affiliates or by a Group and Affiliates of members of such Group, of the Board Beneficial Ownership of fifty percent (provided50%) or more of the then-outstanding Common Stock of IBC (other than acquisitions by IBC, howeveran IBC Affiliate, that if or any trustee or other fiduciary holding IBC Common Stock pursuant to the appointment or election (or nomination for election) terms of any new Board member was approved or recommended by a majority vote IBC benefit plan); or c. Either of the following: (i) a sale of all or substantially all of the assets of IBC in a transaction subject to the provisions of Section 271 of the Delaware General Corporation Law; or (ii) a sale or other disposition to a Person or a Group, or to a Person and its Affiliates or to a Group and Affiliates of members of the Incumbent Board then still in officesuch Group, such new member shall be considered as (excluding a member sale or disposition to an Affiliate or Affiliates of IBC), of all or substantially all of the Incumbent Board)assets of those businesses of IBC and its Affiliates which, or in the aggregate, accounted for (iii) the stockholders as of the Company approve a merger end of the fiscal quarter ending coincident with or immediately preceding such sale) all or substantially all of IBC’s operating profit; or d. A merger, share exchange, reorganization or consolidation of the Company IBC with any other corporation, Person other than an Affiliate of IBC (a merger or consolidation which would result in “Business Combination”), unless the Voting Securities voting power of the Company Common Stock outstanding immediately prior thereto continuing before such Business Combination continues to represent represent, immediately following such Business Combination (either by remaining outstanding or by being converted into Voting Securities voting securities of the Person surviving entity) at least 80after such Business Combination or its Affiliate), more than 50% of the total combined voting power represented by the Voting Securities of the Company or then-outstanding voting securities of such surviving entity outstanding immediately after such Person (or its Affiliate) including (if applicable) IBC; or e. A finding by a majority of the Continuing Directors that a sale, disposition, merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one other transaction or event designated by such Continuing Directors in their sole discretion shall, under this Agreement, constitute a series of transactions) all or substantially all of Change in Control with respect to the Company’s assetsExecutive. Notwithstanding the foregoing, in no event shall a Spin-off be deemed to constitute a Change in Control.

Change in Control. For purposes of this Agreement, a “Change in Control” shall be deemed to have occurred if means the occurrence of any of the following events: (i) any “personPerson” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or ) becomes the “beneficial owner” (as defined in Rule 13d-3 under of the Exchange Act), directly or indirectly, of securities of the Company representing 20% or more than fifty percent (50%) of the total voting power represented by the Company’s then then-outstanding Voting Securities, (ii) individuals who on the date of this Agreement are members of the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the members of the Board (voting securities; provided, however, that if for purposes of this subclause (i) the appointment or election acquisition of additional securities by any one Person who is considered to own more than fifty percent (or nomination for election50%) of any new Board member was approved or recommended by a majority vote the total voting power of the members securities of the Incumbent Board then still in office, such new member shall Company will not be considered as a member Change in Control; (ii) the consummation of the Incumbent Board), sale or disposition by the Company of all or substantially all of the Company’s assets; or (iii) the stockholders consummation of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the Voting Securities voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities voting securities of the surviving entityentity or its parent) at least 80% fifty percent (50%) of the total voting power represented by the Voting Securities voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation. For purposes of this definition, Persons will be considered to be acting as a group if they are direct or indirect owners of a corporation or other entity that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the stockholders Company. Notwithstanding the foregoing, to the extent that any amount constituting deferred compensation (as defined in Section 409A of the Company approve Code) would become payable under this Agreement solely by reason of a plan of complete liquidation Change in Control, such amount shall become payable only if the event constituting a Change in Control would also qualify as a change in ownership or effective control of the Company or an agreement for a change in the sale or disposition by ownership of a substantial portion of the Company of (in one transaction or a series of transactions) all or substantially all assets of the Company’s assets, each as defined within the meaning of Section 409A of the Code, as it has been and may be amended from time to time, and any proposed or final Treasury Regulations and IRS guidance that has been promulgated or may be promulgated thereunder from time to time.

Change in Control. For purposes of this Agreement, a “Change in Control” of the Company shall be deemed to have occurred if mean the occurrence of any of the following events: (ia) The consummation of: (1) any consolidation, merger or plan of share exchange involving the Company (a “personMerger”) as a result of which the holders of outstanding securities of the Company ordinarily having the right to vote for the election of directors (“Voting Securities”) immediately prior to the Merger do not continue to hold at least 50% of the combined voting power of the outstanding Voting Securities of the surviving corporation or a parent corporation of the surviving corporation immediately after the Merger, disregarding any Voting Securities issued to or retained by such holders in respect of securities of any other party to the Merger; or (2) any consolidation, merger, plan of share exchange or other transaction involving Northwest Natural Gas Company (“NW Natural”) as a result of which the Company does not continue to hold, directly or indirectly, at least 50% of the outstanding securities of NW Natural ordinarily having the right to vote for the election of directors; or (3) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, the assets of the Company or NW Natural; (b) At any time during a period of two consecutive years, individuals who at the beginning of such period constituted the Board (“Incumbent Directors”) shall cease for any reason to constitute at least a majority thereof; provided, however, that the term “Incumbent Director” shall also include each new director elected during such two-year period whose nomination or election was approved by two-thirds of the Incumbent Directors then in office; or (c) Any person (as such term is used in Sections 13(d) and Section 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than a trustee the Company or other fiduciary holding securities under an any employee benefit plan of sponsored by the Company or NW Natural) shall, as a corporation owned directly result of a tender or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of exchange offer, open market purchases or privately negotiated purchases from anyone other than the Company, is or becomes have become the “beneficial owner” owner (as defined in within the meaning of Rule 13d-3 under the Securities Exchange ActAct of 1934), directly or indirectly, of securities of the Company Voting Securities representing twenty percent (20% %) or more of the total combined voting power represented by of the Company’s then outstanding Voting Securities, (ii) individuals who on the date of this Agreement are members of the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the members of the Board (provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board), or (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company’s assets.

Change in Control. If a Change in Control (as defined below) of the Company shall occur and within three years of such Change in Control, (i) Recipient’s employment with the Company shall be terminated other than for Cause (as defined in the Plan), or (ii) Recipient shall voluntarily leave employment with the Company for Good Reason (as defined below), then, upon the date of such termination or voluntary leaving of employment for Good Reason, all of the Units subject to this Agreement shall immediately vest and be paid in full as provided in Section 3. For purposes of this Agreement, a “Change in Control” of the Company shall be deemed to have occurred occur if any of the following occur: (ia) any Any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is ) acquires or becomes the a “beneficial owner” (as defined in Rule 13d-3 or any successor rule under the Exchange Act), directly or indirectly, of securities of the Company representing 20the 65% or more of the total combined voting power represented of the Company’s then outstanding securities entitled to vote generally in the election of directors (“Voting Securities”). Provided, however, that the following shall not constitute a Change in Control pursuant to this Section 3(a): (1) any acquisition or beneficial ownership by the Company or a subsidiary; (2) any acquisition or beneficial ownership by any employee benefit plan (or related trust) sponsored or maintained by the Company or one or more of its subsidiaries; (3) any acquisition or beneficial ownership by any corporation with respect to which, immediately following such acquisition, more than 65% of both the combined voting power of the Company’s then outstanding Voting Securities, (ii) individuals who on Securities and the date of this Agreement are members Shares of the Board Company is then beneficially owned, directly or indirectly, by all or substantially all of the persons who beneficially owned Voting Securities and Shares of the Company immediately prior to such acquisition in substantially the same proportions as their ownership of such Voting Securities and Shares, as the case may be, immediately prior to such acquisition; (the “Incumbent Board”b) cease for any reason to constitute at least a A majority of the members of the Board (provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board), or (iii) the stockholders Directors of the Company approve a merger or consolidation shall not be Continuing Directors. “Continuing Directors” shall mean: (1) individuals who, on the date hereof, are directors of the Company, (2) individuals elected as directors of the Company with any other corporation, other than a merger or consolidation which would result in subsequent to the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of the total voting power represented date hereof for whose election proxies shall have been solicited by the Voting Securities Board of Directors of the Company or such surviving entity outstanding immediately after such merger (3) any individual elected or consolidation, or appointed by the stockholders Board of Directors of the Company approve a plan to fill vacancies on the Board of complete liquidation Directors of the Company caused by death or an agreement for the sale resignation (but not by removal) or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company’s assets.to fill newly-created directorships;

Change in Control. Notwithstanding any provision to the contrary in this Agreement, a Participant shall become fully and immediately vested in the Award in the event of the occurrence of a Change in Control, provided that the Participant remains in continuous service as a director of the Company until the date of the consummation of such Change in Control. In the event of the occurrence of a Change in Control, the Vested Shares will be released within a reasonable time thereafter. For purposes of this Agreement, a “Agreement "Change in Control” " shall be deemed to have occurred if mean the occurrence of any of the following events: i. The consummation of (i1) a merger, consolidation, statutory share exchange or similar form of transactions involving the (x) Company or (y) any “person” Subsidiary, but in the case of this clause (y) only if Company Voting Securities (as such term is used defined below) are issued or issuable or, or (2) the sale or other disposition of all or substantially all of the assets of the Company (each of the foregoing events in Sections 13(dclauses (1) and 14(d(2) being hereinafter referred to as a "Reorganization"), in each case, unless immediately following such Reorganization: a) all or substantially all of the individuals and entities who were the Beneficial Owners (as defined below) of the Securities Exchange Act securities eligible to vote for the election of 1934the Board (such securities, the "Company Voting Securities") outstanding immediately prior to the consummation of such Reorganization continue to Beneficially Own more than seventy percent (70%) of the combined voting power of the then outstanding voting securities of the corporation or other entity resulting from such Reorganization (including a corporation or entity that, as amended (the “Exchange Act”)a result of such transaction, other than a trustee or other fiduciary holding securities under an employee benefit plan of owns the Company or a corporation owned all or substantially all of the Company’s assets either directly or indirectly by through one or more subsidiaries) (the stockholders of the Company "Continuing Entity") in substantially the same proportions as their ownership, immediately prior to the consummation of the Reorganization, of the outstanding Company Voting Securities (excluding, for purposes of determining such proportions, any outstanding voting securities of the Continuing Entity that such Beneficial Owners hold immediately following the consummation of the Reorganization as a result of their ownership prior to such consummation of stock voting securities of any corporation or entity involved in or forming part of such Reorganization other than the Company), b) no Person (excluding any employee benefit plan (or related trust) sponsored or maintained by the Continuing Entity or any corporation or entity controlled by the Continuing Entity) Beneficially Owns thirty-five percent (35%) or more of the combined voting power of the then outstanding voting securities of the Continuing Entity, and c) at least a majority of the members of the board of directors of the Continuing Entity were Incumbent Directors (as defined below) at the time of execution of the definitive agreement providing for such Reorganization or, in the absence of such an agreement, at the time at which approval of the Board was obtained for such Reorganization; ii. The shareholders of the Company approve a plan of complete liquidation or dissolution of the Company, unless such liquidation or dissolution is part of a transaction or becomes the “beneficial owner” series of transactions described in paragraph (as defined i) above that does not otherwise constitute a Change in Rule 13d-3 under the Exchange Act)Control; a) any Person acquires Beneficial Ownership of, directly or indirectlyacquires voting control over, of securities of the Company representing twenty percent (20% %) or more of either the total outstanding Stock or the combined voting power represented by of the Company’s then outstanding Company Voting Securities, (ii) individuals who either in a single transaction or in a series of transactions occurring within the twelve-month period ending on the date of the most recent acquisition (such Person, an “Acquiring Person”); provided, however, that for purposes of this Agreement are paragraph (iii), no Person may become an Acquiring Person on account of any of the following acquisitions of Stock or Company Voting Securities: (1) any acquisition by the Company or any Subsidiary; (2) any acquisition by an underwriter temporarily holding such securities pursuant to an offering of such securities; (3) any acquisition by any employee benefit plan (or related trust) sponsored by or maintained by the Company or any Subsidiary; and (4) any acquisition upon consummation of a transaction described in paragraph (i) above that does not otherwise constitute a Change in Control under the terms of such paragraph (i), and b) a majority of the members of the Board are or become individuals who are (1) the Acquiring Person; (2) if the Acquiring Person is a group, members of such group; (3) Affiliates of the Acquiring Person; (4) if the Acquiring Person is a group, Affiliates of members of such group; and/or (5) individuals whose initial assumption of office as a member of the Board occurs as a result of (A) an actual or threatened election contest or actual or threatened solicitation of proxies or consents by or on behalf of the Acquiring Person or, if the Acquiring Person is a Group, any member(s) of such group or (B) the recommendation or request of the Acquiring Person or any member of the Board who is an Affiliate of the Acquiring Person or, if the Acquiring Person is a group, any member of such group (each such Board member, an “Acquiring Person Director”); or iv. During any period of twenty-four (24) consecutive months, individuals who were members of the Board at the beginning of such period (the “"Incumbent Board”Directors") cease at any time during such period for any reason to constitute at least a majority of the members of the Board (Board; provided, however, that if any individual becoming a director subsequent to the beginning of such period whose appointment or election (election, or nomination for election) of any new Board member election by the Company’s shareholders, was approved or recommended by a majority vote of the members at least a majority of the directors then comprising the Incumbent Board then still in office, such new member Directors shall be considered as though such individual were an Incumbent Director, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a member result of either an actual or threatened election contest or actual or threatened solicitation of proxies or consents by or on behalf of an entity or Person other than the Board. For purposes of this definition, the term "Person" shall mean any individual, corporation, partnership, group, association or other person, as such term is defined in Section 13(d)(3) or Section 14(d)(2) of the Incumbent BoardExchange Act, and the terms "Beneficial Owner," "Beneficially Own" and similar variations of such terms shall have the meaning given in Rule 13d-3 under the Exchange Act. For purposes of this definition, “Affiliate” means (a) any Person directly or indirectly controlling, controlled by or under common control with the Acquiring Person (or any of its members, if the Acquiring Person is a group); (b) any director, officer, member, manager, partner, five percent (5%) owner, attorney, financial or accounting adviser or other agent of the Acquiring Person (or any of its members, if the Acquiring Person is a group) or of any Person described in clause (a); or (iiic) any director, officer, member, manager, partner, five percent (5%) owner, attorney, financial or accounting adviser or other agent of any Person described in clause (b). For the stockholders purposes of this definition, “control,” when used with respect to any Person, means the possession, directly or indirectly, of the Company approve a merger power to direct or consolidation cause the direction of the Company with management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlling” and “controlled” have meanings correlative to the foregoing. The Board shall have full and final authority, in its discretion, to determine whether a Change in Control has occurred, the date of the occurrence of such Change in Control and any other corporationincidental matters relating thereto, provided that the determination as to whether one or more Board members are Acquiring Person Directors shall be made by a majority of members of the Board other than a merger members who are Acquiring Person Directors or consolidation which would result whose status as an Acquiring Person Director is in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company’s assetsquestion.

Change in Control. For purposes of this Agreement, a “Change in Control” means a change in control of the Company occurring after June 1, 2006, of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or in response to any similar item on any similar schedule or form) promulgated under the Securities Exchange Act of 1934 (the “Act”), whether or not the Company is then subject to such reporting requirement; provided, however, that, without limitation, such a Change in Control shall be deemed to have occurred if after June 1, 2006, (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), ) other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, Company is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 2015% or more of the total combined voting power represented by of the Company’s then outstanding Voting Securities, securities without the prior approval of at least two-thirds of the members of the board of directors of the Company in office immediately prior to such person attaining such percentage interest; (ii) individuals who on there occurs a proxy contest, or the date Company is a party to a merger, consolidation, sale of this Agreement are assets, plan of liquidation or other reorganization not approved by at least two-thirds of the members of the Board board of directors of the Company then in office, as a consequence of which members of the board of directors in office immediately prior to such transaction or event constitute less than a majority of the board of directors thereafter; or (iii) during any period of two consecutive years, other than as a result of an event described in clause (ii) of this subsection (c), individuals who at the “Incumbent Board”beginning of such period constituted the board of directors of the Company (including for this purpose any new director whose election or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of such period) cease for any reason to constitute at least a majority of the members board of the Board (provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board), or (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company’s assetsdirectors.

Change in Control. (i) This Section 7(e) shall apply if a Qualifying Termination occurs during the two (2)-year period commencing upon a Change in Control. Subject to the Executive’s not engaging in a Material Covenant Violation or a Material Cooperation Violation, upon a termination described in the preceding sentence, the Executive shall receive the benefits set forth in Section 7(d) hereof, except that in lieu of receiving the Severance Amount in installments as contemplated under Section 7(d)(ii) hereof, the Executive shall receive a lump sum payment equal to the Severance Amount on the date of such termination; provided that to the extent that the payment of the applicable amount constitutes “nonqualified deferred compensation” for purposes of Code Section 409A, such payment shall be made on the sixtieth (60th) day following such termination. (ii) For purposes of this Agreement, a the term “Change in Control” shall be deemed to have occurred if mean the consummation of the first transaction following the Effective Date, whether in a single transaction or in a series of related transactions, in which any individual, entity or group (iwithin the meaning of Section 13(d)(3) any “person” (as such term is used in Sections 13(d) and 14(dor 14(d)(2) of the Securities Exchange Act of 1934, as amended amended) (the a “Exchange ActGroup”), other than a trustee ▇▇▇▇ Capital Partners, any private equity fund managed by it, or other fiduciary holding securities under an employee benefit plan any Group which includes ▇▇▇▇ Capital Partners or any private equity fund managed by it, (A) acquires (whether by merger, consolidation, or transfer or issuance of equity interests or otherwise) equity interests of the Company (or a corporation owned directly any surviving or indirectly by resulting entity) representing more than fifty percent (50%) of the stockholders outstanding voting securities or economic value of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 20% or more of the total voting power represented by the Company’s then outstanding Voting Securities, (ii) individuals who on the date of this Agreement are members of the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the members of the Board (provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved surviving or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Boardresulting entity), or (iiiB) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) acquires assets constituting all or substantially all (more than eighty percent (80%)) of the Company’s assetsassets of the Company and its subsidiaries (as determined on a consolidated basis).

Change in Control. (a) No compensation shall be payable under this Agreement unless and until (i) there has been a Change in Control of the Company while the Executive is still an employee of the Company AND (ii) the Executive's employment by the Company is terminated for a reason OTHER THAN one or more of the circumstances specified in Section 3(a)(i) through (v). (b) For the purposes of this Agreement, a “"Change in Control” " of the Company shall be deemed to have occurred if on the first to occur of the following: (i) The date any “person” entity or person shall have become the beneficial owner of, or shall have obtained voting control over, fifty-one percent (as such term is used in Sections 13(d51%) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 20% or more of the total voting power represented by outstanding Common Stock of the Company’s then outstanding Voting Securities, ; (ii) individuals who on The date the date of this Agreement are members of the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the members of the Board (provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board), or (iii) the stockholders shareholders of the Company approve a merger definitive agreement (A) to merge or consolidation consolidate the Company with or into another corporation or other business entity (for these purposes, each, a "corporation"), in which the Company is not the continuing or surviving corporation or pursuant to which any shares of Common Stock of the Company with any would be converted into cash, securities or other property of another corporation, other than a merger or consolidation which would result in the Voting Securities of the Company outstanding in which holders of Common Stock immediately prior thereto continuing to represent (either by remaining outstanding the merger or by being converted into Voting Securities consolidation have the same proportionate ownership of Common Stock of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding corporation immediately after such the merger or consolidationas immediately before, or the stockholders (B) to sell or otherwise dispose of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all the assets of the Company’s assets; or (iii) The date there shall have been a change in a majority of the Board of Directors of the Company within a 12-month period unless the nomination for election by the Company's shareholders of each new director was approved by the vote of two-thirds of the directors then still in office who were in office at the beginning of the 12-month period.

Change in Control. Section 10 of the Agreement is hereby amended as follows: (a) The first paragraph of Section 10, Change in Control, shall be deleted, in its entirety and the following provision shall be inserted in its place and stead: (a) For the purposes of this Agreement, a “the term "Change in Control” " shall be deemed to have occurred if as of the first day that any one or more of the following conditions is satisfied: (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, Any person is or becomes the “"beneficial owner” " (as that term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 2050% or more of the total combined voting power represented by of the Company’s 's then outstanding Voting Securities, securities; (ii) individuals who on the date of this Agreement are members any one of the Board following occur: (the “Incumbent Board”A) cease for any reason to constitute at least a majority of the members of the Board (provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board), or (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporationCompany, other than a merger or consolidation in which would result in the Voting Securities voting securities of the Company outstanding immediately prior thereto continuing to the merger or consolidation continue to represent (either by remaining outstanding or by being converted into Voting Securities securities of the surviving entity) at least 8020% or more of the total combined voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such the merger or consolidationconsolidation with another entity; (B) any sale, exchange, lease, mortgage, pledge, transfer, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or other disposition by the Company of (in one a single transaction or a series of related transactions) of all or substantially all of the assets or earning power of the Company on a consolidated basis; (C) any complete liquidation or dissolution of the Company’s assets; (D) any reorganization, reverse stock split or recapitalization of the Company that would result in a Change in Control as otherwise defined herein; or (E) any transaction or series of related transactions having, directly or indirectly, the same effect as any of the foregoing; or (iii) individuals who, during any period of 12 consecutive months, are members of the Board of Directors of the Company at the beginning of such period (the "Existing Directors"), cease, for any reason, to constitute a majority of the number of the directors of the Company as determined in the manner prescribed in the Company's Certificate of Incorporation and Bylaws; provided, however, that if the election or nomination for election, by the Company's stockholders, of any new director was approved by a vote of at least 50% of the Existing Directors, such new director shall be considered an Existing Director; provided further, however, that no individual shall be considered an Existing Director if such individual initially assumed office as a result of either an actual or threatened "Election Contest" (as described in Rule 14a-11 promulgated under the Exchange Act) or other actual or threatened solicitation of proxies by or on behalf of anyone other than the Board of Directors (a "Proxy Contest"), including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest; ." (b) The words, (the "Lump Sum Payment") shall be added to the first sentence of Section 10(i) after the word "payment" and before the word "equal." (c) The reference in Section 10(ii) to "Section 4399" of the Internal Revenue Code of 1986 (the "Code") shall be changed to "Section 4999." (d) The following Section 10(iv) shall be added as follows: (iv) Notwithstanding the foregoing, the Lump Sum Payment shall not exceed the amount permitted to be paid to Employee without incurring the excise tax imposed pursuant to Section 4999 of the Code." (e) The following section 10(v) shall be added as follows:

Change in Control. For purposes of this Agreement, a “Change in Control” shall be deemed to have occurred if means (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”amended), other than a Subsidiary or a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the CompanySubsidiary, is or becomes the “beneficial ownerBeneficial Owner” (as defined in Rule 13d-3 under the Exchange said Act), directly or indirectly, of securities of the Company representing 20% or more of the total voting power represented by the Company’s then outstanding Voting Securitiescapital stock (provided, however, that following the consummation of a firmly underwritten initial public offering registered under the Securities Act of 1933, as amended, of the Company’s capital stock, a person’s becoming the Beneficial Owner, directly or indirectly, of securities representing more than 20% of the total voting power represented by the Company’s then outstanding capital stock shall not be a Change in Control if such person has become such owner by becoming the Beneficial Owner of shares of the Company’s Class B Common Stock) or (ii) during any period of two consecutive years, individuals who on at the date beginning of this Agreement are members such period constitute the Board and any new director whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds (2/3) of the Board (directors then still in office who either were directors at the “Incumbent Board”) beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the members of the Board (provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board)thereof, or (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which that would result in the Voting Securities outstanding capital stock of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities capital stock of the surviving entity) at least 80% of the total voting power represented by the Voting Securities capital stock of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) of all or substantially all of the Company’s assets.

Change in Control. For purposes of this Agreement, a “Change in Control” shall mean, and shall be deemed to have occurred if if, on or after the date of this Agreement: (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)amended) or group acting in concert, other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company acting in such capacity or a corporation owned directly or indirectly by ​ the stockholders shareholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange said Act), directly or indirectly, of securities of the Company representing 20% or more than fifty percent (50%) of the total voting power represented by the Company’s then outstanding Voting Securities, voting securities; (ii) during any period of two (2) consecutive years, individuals who on at the date beginning of this Agreement are members such period constitute the Board and any new director whose election by the Board or nomination for election by the Company’s shareholders was approved by a vote of at least two-thirds (2/3) of the Board (directors then still in office who either were directors at the “Incumbent Board”) beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the members of the Board (provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board), or thereof; (iii) the stockholders shareholders of the Company approve a merger or consolidation of the Company with any other corporation, corporation other than a merger or consolidation which would result in the Voting Securities voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities voting securities of the surviving entity) at least eighty percent (80% %) of the total voting power represented by the Voting Securities voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, ; or (iv) the stockholders shareholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of related transactions) all or substantially all of the Company’s assets.. ​

Change in Control. For purposes of this Agreement, a “A "Change in Control” " shall be deemed to have occurred if (i) if: 1. any “person” ("Person," as such term is used in Sections for purposes of Section 13(d) and or 14(d) of the Securities Exchange Act of 1934, as amended (the “"Exchange Act”") (other than (A) the Company, (B) IMS Health, Inc., a Delaware corporation, or any wholly-owned subsidiary of IMS Health, Inc. (collectively, "IMS"), other than a until IMS shall cease to be the "Beneficial Owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing at least 15% of the combined voting power of the Company's then-outstanding securities, (C) any trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned IMS, or (D) any company owned, directly or indirectly indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company), is or becomes the “beneficial owner” Beneficial Owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 20% or more of the total combined voting power represented by of the Company’s then 's then-outstanding Voting Securitiessecurities; provided that, in the case of any Person which (i) has filed and has in effect a report of beneficial ownership on Schedule 13-G in which such Person is reported as a "passive" investor for the purpose of such Schedule 13-G, for so long as such person continues to be a passive investor thereunder in the Company, (ii) is the Beneficial Owner of less than 15% of the combined voting power of the outstanding securities of the Company immediately prior to the Proposed Recapitalization (defined below) and immediately prior to the Proposal Spinoff (defined below), (iii) is the Beneficial Owner of less than 15% of the combined voting power of the outstanding securities of IMS Health, Inc. immediately prior to the Proposed Recapitalization and immediately prior to the Proposed Spinoff, and (iv) acquires more than 15% but less than [20%] of the combined voting power of the Company's then-outstanding securities solely by virtue of the Proposed Recapitalization and Proposed Spinoff, then a Change in Control shall not be deemed to occur so long as (i) such Person remains a passive investor in the Company under Schedule 13-G and (ii) such Person beneficially owns shares in the Company representing no more than the combined voting power of the outstanding securities of the Company beneficially owned by such Person immediately following the Proposed Spinoff plus [five percent (5%)]; 1. during any period of twenty-four months (not including any period prior to the execution of this Agreement), individuals who on at the date beginning of this Agreement are members such period constitute the Board, and any new director (other than (A) a director nominated by a Person who has entered into an agreement with the Company to effect a transaction described in Sections (2)(a)(i), (iii) or (iv) hereof, (B) a director nominated by any Person (including the Company) who publicly announces an intention to take or to consider taking actions (including, but not limited to, an actual or threatened proxy contest) which if consummated would constitute a Change in Control or (C) a director nominated by any Person who is the Beneficial Owner, directly or indirectly, of securities of the Company representing 10% or more of the combined voting power of the Company's securities) whose election by the Board or nomination for election by the Company's stockholders was approved in advance by a vote of at least two-thirds (2/3) of the “Incumbent Board”) directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least lease a majority of the members of the Board (provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board), or (iii) thereof; 1. the stockholders of the Company approve a merger any transaction or consolidation series of transactions under which the Company is merged or consolidated with any other corporationcompany, other than a merger or consolidation (A) which would result in the Voting Securities voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities voting securities of the surviving entity) at least 80more than 66 2/3% of the total combined voting power represented by of the Voting Securities voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, consolidation and (B) after which no Person holds 20% or more of the combined voting power of the then-outstanding securities of the Company or such surviving entity; 1. the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company’s 's assets; or 1. the Board adopts a resolution to the effect that, for purposes of this Agreement, a Potential Change in Control has occurred. A transfer of shares of stock of the Company from IMS to an affiliated company, subsidiary or spin-off entity of IMS, or the reduction in ownership of capital stock of the Company by IMS by means of a spin-off of such shares to IMS stockholders or sales of shares into the public market, shall not alone be deemed to meet the requirements of clause (8)(e)(i) hereof. For the purposes hereof, the "Proposed Recapitalization" refers to the proposed recapitalization by the Company of its outstanding equity securities in which a new class of Class B Common Stock having special voting rights will be created and issued to IMS in exchange for the shares of Class A Common Stock of the Company held by IMS, and the "Proposed Spinoff" refers to the proposed spinoff by IMS to its shareholders on a tax-free basis of a significant portion of the shares of Company Common Stock owned by IMS.

Change in Control. In the event (A) there is a Change in Control (as defined herein) of the Company and Executive's employment is terminated by the Company without cause within one (1) year following any such Change in Control; (B) Executive's employment is terminated by the Company at the request of or pursuant to an agreement with a third party who has taken steps reasonably calculated to effect a Change in Control; (C) Executive's employment is terminated by the Company in connection with or in anticipation of a Change in Control; (D) Executive voluntarily terminates his employment for Good Reason (as defined above in Paragraph (c) above) within one (1) year following any such Change in Control; or (E) Executive voluntarily terminates his employment for Good Reason within one (1) year following any action taken by the Company at the request of or pursuant to an agreement with a third party who has taken steps reasonably calculated to effect a Change in Control or any action taken by the Company in connection with or in anticipation of a Change in Control, in each case which action constitutes Good Reason, then Executive will be entitled to receive the severance consideration specified in Paragraph 4(b), above. For purposes of this Agreement, a “"Change in Control” " of the Company shall be deemed to have occurred if occur upon any of the following: (i) any “person” (as such term is used in Sections 13(d) and 14(d) a consolidation or merger of the Securities Exchange Act of 1934Company with or into any other corporation, as amended (the “Exchange Act”)or any other entity or person, other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation wholly-owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock subsidiary of the Company, is excluding any transaction in which the shares of the Company's common stock outstanding immediately prior to any such consolidation or becomes merger represents immediately thereafter more than 50% of the “beneficial owner” combined voting power of the resulting entity after the transaction; (ii) any corporate reorganization, including an exchange offer, in which the Company shall not be the continuing or surviving entity resulting from such reorganization, excluding any transaction in which the number of shares of the Company's common stock outstanding immediately prior to any such reorganization represents immediately thereafter more than 50% of the combined voting power of the resulting entity after the transaction; or (iii) the sale of a substantial portion of the Company's assets, which shall be deemed to occur on the date that any one person, or more than one person acting as defined in Rule 13d-3 under a group, acquires (or has acquired during the Exchange Act), directly 12-month period ending on the date of the most recent acquisition by such person or indirectly, persons) assets from the Company that (a) have a total fair market value equal to more than 50% of securities the total fair market value of all the assets of the Company representing 20immediately prior to such acquisition or acquisitions, or (b) represents a majority of the common stock of any (1) subsidiary of the Company, the revenues of which, in the most recent fiscal year, represent more than 75% of the consolidated gross revenues of the Company and its subsidiaries. Notwithstanding the foregoing, a transfer of assets or common stock in a subsidiary by the Company will not be treated as a sale of a substantial portion of the Company's assets if the assets are transferred to an entity, 50% or more of the total value or voting power represented of which is owned, directly or indirectly, by the Company’s then outstanding Voting Securities, (ii) individuals who on the date of this Agreement are members of the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the members of the Board (provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board), or (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company’s assets.

Change in Control. For purposes of this Agreement, a “"Change in Control” " shall be deemed to have occurred if (i) any “"person” " or "group" (as such term is terms are used in Sections Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than a trustee employee or other fiduciary holding securities under an employee retiree benefit plan of plans or trusts sponsored or established by the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the CompanyNITC, is or becomes the “"beneficial owner” " (as defined in Rule 13d-3 under the Securities Exchange ActAct of 1934), directly or indirectly, of securities of the Company representing 2025% or more of the total combined voting power represented by of the Company’s 's then outstanding Voting Securitiessecurities, (ii) the following individuals who on the date of this Agreement are members of the Board (the “Incumbent Board”) cease for any reason to constitute more than three-fourths of the number of directors then serving on the Board of Directors of the Company: individuals who, on the date hereof, constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board or nomination for election by the Company's stockholders was approved by the vote of at least two-thirds (2/3) of the directors then still in office or whose appointment, election or nomination was previously so approved or recommended; (iii) any dissolution or liquidation of the Company or NITC or sale or disposition of all or substantially all (more than 50%) of the assets of the Company or of NITC occurs: or (iv) as the result of, or in connection with, any cash tender offer, exchange offer, merger or other business combination, sale of assets, proxy or consent solicitation, contested election or substantial stock accumulation (a majority of "Control Transaction"), the members of the Board (provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board), or (iii) the stockholders Directors of the Company approve immediately prior to the first public announcement relating to such Control Transaction shall immediately thereafter, or within two years, cease to constitute a merger or consolidation majority of the Company with any other corporation, other than a merger or consolidation which would result in the Voting Securities Board of Directors of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of Company. Notwithstanding the surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidationforegoing, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction any or a series of transactions) all or substantially all of the Company’s assetsassets or stock of Navistar Financial Corporation shall not be deemed a Change in Control.

Change in Control. For purposes of As used in this Agreement, a “"Change in ----------------- Control” " shall mean a change in control of Premier National Bancorp, Inc., a New York corporation, or any successor thereto ("Premier"), of a nature that would be deemed required to have occurred if (i) any “person” (as such term is used be reported in Sections 13(d) and 14(dresponse to Item 6(e) of Schedule 14A of Regulation 14A (or in response to any similar item on any similar schedule or form) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)from time to time, other than a trustee whether or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, not Premier is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 20% or more of the total voting power represented by the Company’s then outstanding Voting Securities, (ii) individuals who on the date of this Agreement are members of the Board (the “Incumbent Board”) cease for any reason subject to constitute at least a majority of the members of the Board (such reporting requirement; provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by without limitation, a majority vote of the members of the Incumbent Board then still Change in office, such new member Control shall be considered as deemed to have occurred if: (i) Premier consummates a member merger, consolidation, share exchange, division or other reorganization or transaction of the Incumbent Board), or Premier (iiia "Fundamental Transaction") the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger Fundamental Transaction that the Board of Directors of Premier declares a "Merger of Equals" or consolidation which would result that results in the Voting Securities voting securities of the Company Premier outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities voting securities of the surviving entity) at least 80% fifty-one percent (51%) of the total combined voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidationFundamental Transaction of (i) Premier's outstanding securities, (ii) the surviving entity's outstanding securities, or (iii) in the stockholders case of a division, the Company outstanding securities of each entity resulting from the division; (ii) the shareholders of Premier approve a plan of complete liquidation or winding-up of the Company Premier or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) of all or substantially all of Premier's assets; (iii) as a result of a proxy contest, individuals who, prior to the Company’s assetsconclusion thereof, constituted the Board of Directors of Premier (including for this purpose any new director whose election or nomination for election by Premier's shareholders in connection with such proxy contest was approved by a vote of at least two-thirds (2/3) of the directors then still in office who were directors prior to such proxy contest) cease to constitute at least a majority of the Board of Directors of Premier (excluding any Board of Directors seat that is vacant or otherwise unoccupied); or (iv) the Board of Directors of Premier determines that a Change in Control has occurred.

Change in Control. For purposes of this Agreement, a A “Change in Control” of the Company shall be deemed to have occurred if at any time during the term of this Agreement, any of the following events shall occur: (i) any “The Company is merged, consolidated or reorganized into or with another corporation or other legal person” , other than an Affiliate, and as a result of such merger, consolidation or reorganization, the Company or its shareholders or Affiliates immediately before such transaction beneficially own, immediately after or as a result of such transaction, equity securities of the surviving or acquiring corporation or such corporation’s parent corporation possessing less than fifty-one percent (as such term is used in Sections 13(d) and 14(d51%) of the Securities Exchange Act voting power of 1934, as amended the surviving or acquiring person or such person’s parent corporation; (the “Exchange Act”)ii) The Company sells all or substantially all of its assets to any other corporation or other legal person, other than an Affiliate, and as a trustee or other fiduciary holding securities under an employee benefit plan result of such sale, the Company or its shareholders or Affiliates immediately before such transaction beneficially own, immediately after or as a corporation owned directly or indirectly by the stockholders result of such transaction, equity securities of the Company in substantially surviving or acquiring corporation or such corporation’s parent corporation possessing less than fifty-one percent (51%) of the same proportions as their ownership voting power of stock the surviving or acquiring person or such person’s parent corporation (provided that this provision shall not apply to a registered public offering of securities of a subsidiary of the Company, which offering is not part of a transaction otherwise a part of or becomes related to a Change in Control); (iii) Any Acquiring Person has become the beneficial owner (as the term “beneficial owner” (as is defined in under Rule 13d-3 or any successor rule or regulation promulgated under the Exchange Act), directly or indirectly, ) of securities of which, when added to any securities already owned by such person, would represent in the Company representing 20aggregate 35% or more of the total voting power represented by the Company’s then outstanding Voting Securitiessecurities of the Company which are entitled to vote to elect any class of directors; (iv) If, (ii) individuals who at any time, the Continuing Directors then serving on the date Board of this Agreement are members Directors of the Board (the “Incumbent Board”) Company cease for any reason to constitute at least a majority of the members of the Board thereof; (provided, however, v) Any occurrence that if the appointment or election (or nomination for electionwould be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A or any new Board member was approved successor rule or recommended by regulation promulgated under the Exchange Act; or (vi) Such other events that cause a majority vote of the members of the Incumbent Board then still change in office, such new member shall be considered as a member of the Incumbent Board), or (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all control of the Company’s assets., as determined by the Board in its sole discretion. 12/07 Acceleration Event

Change in Control. For purposes of this Agreement, a “Change in Control” shall mean a change in control of the Company of a nature that would be deemed required to have occurred if (i) any “person” (as such term is used be reported in Sections 13(d) and 14(dresponse to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than a trustee whether or other fiduciary holding securities under an employee benefit plan of not the Company or is then subject to such reporting requirement; provided that, without limitation, such a corporation owned directly or indirectly by the stockholders of the Company Change in substantially the same proportions as their ownership of stock of the Company, Control shall be deemed to have occurred if: (i) any person is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 2025% or more of the total combined voting power represented by of the Company’s then outstanding Voting Securities, securities; (ii) individuals who on during any period of two consecutive years (not including any period prior to the date execution of this Agreement are members Agreement), individuals, who at the beginning of such period constitute the Board and any new director added during the period whose election to the Board or nomination for election to the Board by the Company’s stockholders was approved by a vote of at least two-thirds (2/3) of the Board (directors then still in office who either were directors at the “Incumbent Board”) beginning of the period or whose election or nomination for election was approved prior to the beginning of the period, cease for any reason to constitute at least a majority of the members of the Board (provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board), or ; (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the Voting Securities voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities voting securities of the surviving entity) at least 80more than 66 2/3% of the total combined voting power represented by of the Voting Securities voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, ; or (iv) the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company’s assets. For purposes hereof, “Company” includes the ultimate parent of the Company, if applicable.

Change in Control. For purposes of this Agreement, a “(a) A "Change in Control” " of the Company shall be deemed to have occurred if if: (i1) any “"person” (," as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “"Exchange Act”), ") (other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a any corporation owned owned, directly or indirectly indirectly, by the stockholders shareholders of the Company in substantially the same proportions as their ownership of stock of the Company), is or becomes the “"beneficial owner” " (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 2025% or more of the total combined voting power represented by of the Company’s 's then outstanding Voting Securities, securities; (ii2) individuals who on the date of this Agreement are members of the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority there is elected 35% or more of the members of the Board (provided, however, that if of Directors of the appointment or election (or Company without the approval of the nomination for election) of any new Board member was approved or recommended such members by a majority vote of the members of the Incumbent Board then still in office, serving prior to such new member shall be considered as a member of the Incumbent Board), or election; (iii3) the stockholders shareholders of the Company approve a merger or consolidation of the Company with any other corporation, other than (i) a merger or consolidation which would result in the Voting Securities voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80more than 75% of the total combined voting power represented by the Voting Securities of the Company voting securities of the Company, or such surviving entity entity, outstanding immediately after such merger or consolidation, ; or the stockholders (ii) a merger or consolidation effected to implement a recapitalization of the Company approve a plan of complete liquidation (or similar transaction) in which no "person" (as defined above) acquires more than 25% of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all combined voting power of the Company’s assets.'s then-outstanding securities; or

Change in Control. For purposes of this Agreement, a “Change in Control” Control shall mean a change in control of the Company, which shall be deemed to have occurred if upon: i. an acquisition by any individual, entity or group (iwithin the meaning of Section 13(d)(3) any “person” (as such term is used in Sections 13(d) and 14(dor 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of shares of outstanding voting securities of The MONY Group Inc. (the “Holding Company”) entitled to vote generally in the election of directors (the “Outstanding Voting Securities”) which, when combined with any other securities owned beneficially by the acquirer, would result in such acquirer beneficially owning twenty percent (20%) or more of either (1) the then outstanding shares of common stock of the Holding Company or (2) the combined voting power of the then Outstanding Voting Securities; excluding, however, the following: (i) any acquisition directly from the Holding Company, other than an acquisition by virtue of the exercise of a conversion privilege unless the security being so converted was itself acquired directly from the Holding Company, (ii) any acquisition by the Holding Company and (iii) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by the Holding Company or any subsidiary of the Holding Company; ii. the failure at any time following the date hereof, of those individuals who as of the date hereof constitute the Board of Directors of the Holding Company (the “Board”) (and any new directors whose election by the Board or nomination for election by the Holding Company’s shareholders was approved by a vote of at least two-thirds ( 2/3) of the directors then still in office who either were directors as of the date hereof or whose election or nomination for election was approved), for any reason (except for death, disability or voluntary retirement), to constitute a majority thereof; iii. the consummation of a transaction approved by the shareholders of the Holding Company that is a merger, consolidation, reorganization or similar corporate transaction, whether or not the Holding Company is the surviving corporation in such transaction, other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Companymerger, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 20% or more of the total voting power represented by the Company’s then outstanding Voting Securities, (ii) individuals who on the date of this Agreement are members of the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the members of the Board (provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board)consolidation, or (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result reorganization that results in the Outstanding Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities voting securities of the surviving entity) at least 80% eighty percent of the total combined voting power represented by the Voting Securities of the voting securities of the Holding Company (or such surviving entity entity) outstanding immediately after such merger or merger, consolidation, reorganization or transaction; iv. the stockholders consummation of a transaction approved by the shareholders of the Holding Company approve a plan of complete liquidation of the Company or an agreement for that is (1) the sale or other disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the assets (by way of reinsurance or otherwise) of the Holding Company or the Company or (2) a complete liquidation or dissolution of the Holding Company or the Company’s assets; v. adoption by the Board of a resolution to the effect that any Person has taken actions which, if consummated, would result in such Person acquiring effective control of the business and affairs of the Holding Company or the Company, subject to the consummation of the transactions contemplated by such actions; vi. the commencement of a tender offer or proxy contest resulting in any of the transactions specified in subparagraphs i.-iv. of this section 3.A.; vii. the making of any agreement by the Company resulting in any of the transactions specified in subparagraphs i.-iv. of this section 3.A; or viii. the public announcement of a transaction of the kind specified in subparagraphs i.-iv. of this section 3.A, which transaction is subsequently consummated.

Change in Control. Notwithstanding the foregoing provisions of this Agreement, in the event that a Change in Control (as defined below) occurs prior to a Tranche Vesting Date, Participant shall be entitled to receive a payment of the Shares of Common Stock corresponding to the Performance Period relating to such Tranche Vesting Date based on, and assuming that, performance would have been achieved at the target level, as set forth in Exhibit A to this Agreement. Such payment shall be made promptly following the date of the Change in Control. For the purposes of this Agreement, a “Change in Control” shall be deemed to have occurred if upon any of the following events: (i1) any “person” a public announcement (as such term is used in Sections which, for purposes hereof, shall include, without limitation, a report filed pursuant to Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that any individual, other than a trustee corporation, partnership, association, trust or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or entity becomes the “beneficial owner” owner (as defined in Rule 13d-3 13(d)(3) promulgated under the Exchange Act), directly or indirectly, of securities of the Company representing 2030% or more of the total voting power represented by of the Company’s Company then outstanding Voting Securitiesoutstanding; (2) the individuals who, (ii) individuals who on as of the date of this Agreement Agreement, are members of the Board of Directors of the Company (the “Incumbent Board”) cease for any reason to constitute at least a majority of the members of the Board (provided, however, that if the appointment or election (or nomination for election) election by the Company’s shareholders of any new Board member director was approved or recommended by a majority vote of the members at least a majority of the Incumbent Board then still in officeBoard, such new member director shall be considered as to be a member of the Incumbent Board); (3) the approval of the shareholders of the Company, and consummation, of (i) any consolidation, merger or statutory share exchange of the Company with any person in which the surviving entity would not have as its directors at least 60% of the Incumbent Board and as a result of which those persons who were shareholders of the Company immediately prior to such transaction would not hold, immediately after such transaction, at least 60% of the voting power of the Company then outstanding or the combined voting power of the surviving entity’s then outstanding voting securities; (ii) any sale, lease, exchange or other transfer in one transaction or series of related transactions substantially all of the assets of the Company; or (iii) the stockholders adoption of any plan or proposal for the complete or partial liquidation or dissolution of the Company; or (4) a determination by a majority of the members of the Incumbent Board, in their sole and absolute discretion, that there has been a Change in Control of the Company. For purposes of this Section 3(d), “voting power” when used with reference to the Company shall mean the voting power of all classes and series of capital stock of the Company approve now or hereafter authorized. If a merger or consolidation payment is made pursuant to this Section 3(d), no payment shall be made pursuant to Section 1 of this Agreement. Notwithstanding the foregoing, if any payment due under this Section 3(d) is deferred compensation subject to Section 409A of the Company with any Code, and if the Change in Control is not a “change in control event” that serves as a permissible payment event under Treasury Regulation § 1.409A-3(i)(5) or such other corporation, other than a merger regulation or consolidation which would result in the Voting Securities guidance issued under Section 409A of the Company outstanding immediately prior thereto continuing to represent Code, then the Performance Award shall vest upon the Change in Control as provided above but payment under this Section 3(d) shall be delayed until the earlier of (either by remaining outstanding or by being converted into Voting Securities i) the last day of the surviving entityPerformance Period or (ii) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of Participant’s separation from service (in one transaction or a series of transactions) all or substantially all of the Company’s assetssubject to any additional required delay under Section 9(a)).

Change in Control. For purposes of this Agreement, a “(a) A "Change in Control” " of the Company shall be deemed to have occurred if if: (i) any “1)any "person” (," as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “"Exchange Act”), ") (other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a any corporation owned owned, directly or indirectly indirectly, by the stockholders shareholders of the Company in substantially the same proportions as their ownership of stock of the Company), is or becomes the “"beneficial owner” " (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 2025% or more of the total combined voting power represented by of the Company’s 's then outstanding Voting Securities, securities; (ii) individuals who on the date of this Agreement are members of the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority 2)there is elected 35% or more of the members of the Board (provided, however, that if of Directors of the appointment or election (or Company without the approval of the nomination for election) of any new Board member was approved or recommended such members by a majority vote of the members of the Incumbent Board then still in office, serving prior to such new member shall be considered as a member of the Incumbent Board), or election; (iii) the stockholders 3)the shareholders of the Company approve a merger or consolidation of the Company with any other corporation, other than (i) a merger or consolidation which would result in the Voting Securities voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80more than 75% of the total combined voting power represented by the Voting Securities of the Company voting securities of the Company, or such surviving entity entity, outstanding immediately after such merger or consolidation, ; or (ii) a merger or consolidation effected to implement a recapitalization of the stockholders Company (or similar transaction) in which no "person" (as defined above) acquires more than 50% of the combined voting power of the Company's then- outstanding securities; or (4)the Shareholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company’s 's assets.

Change in Control. For purposes of this Agreement, a A “Change in Control” shall be deemed to have occurred if determined as follows: (i) The consummation of a merger or consolidation of the Company, or any subsidiary of the Company, with or into another entity or any other corporate reorganization, if immediately after such transaction the Ownership Percentage (as defined below) of persons who were not stockholders of the Company immediately before such transaction is 30% or more; provided, however, that if such percentage is less than 50%, a majority of the Incumbent Directors may determine prior to the consummation of such transaction that a Change in Control has not occurred after considering all relevant factors; (ii) The sale, transfer or other disposition of all or substantially all of the Company’s assets; (iii) A change in the composition of the Board, as a result of which fewer than two-thirds of the incumbent directors are directors who either (A) had been directors of the Company on the date hereof (the “original directors”) or (B) were elected, or nominated for election, to the Board with the approval of at least a majority of the sum of (I) the original directors who were still in office at the time of the election or nomination and (II) the directors whose election or nomination was previously so approved (collectively, the “Incumbent Directors”); or (iv) Any transaction as a result of which any person is the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act of 1934, as amended), directly or indirectly, of securities of the Company representing at least 25% of the total voting power represented by the Company’s then outstanding voting securities. For purposes of this Subsection (c), the term “person” (shall have the same meaning as such term is when used in Sections sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended amended, but shall exclude (the “Exchange Act”), other than A) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or of a parent or subsidiary of the Company and (B) a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of the common stock of the Company. For purposes of Paragraph (i) above, is or becomes the term “beneficial ownerOwnership Percentage” (as defined in Rule 13d-3 under means the Exchange Act), directly or indirectly, percentage of the voting power of the outstanding securities of (A) the Company representing 20% continuing or more surviving entity and (B) any direct or indirect parent corporation of such continuing or surviving entity. For purposes of the total voting power represented proviso in Paragraph (i) above, the factors to be considered by the Company’s then outstanding Voting SecuritiesBoard in determining that a Change in Control has not occurred shall include, without limitation: (iiA) individuals who on The Ownership Percentage; (B) Whether there is a change in the date of this Agreement are members composition of the Board (or the “Incumbent Board”) cease for any reason to constitute at least a majority board of directors of the members of the Board continuing or surviving entity; (provided, however, that if the appointment or election (or nomination for electionC) of any new Board member was approved or recommended by Whether there is a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board), or (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result change in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of the total voting power represented by the Voting Securities management of the Company or such the continuing or surviving entity outstanding immediately after such merger or consolidation, or the stockholders entity; (D) The extent of the Company approve a plan of complete liquidation anticipated change in the business, operations or assets of the Company or an agreement for the sale continuing or disposition by surviving entity; (E) The level of severance benefits available to comparable management at any entity other than the Company resulting from any transaction specified in Paragraphs (i) through (iv) above; and (F) Whether treating the transaction as a Change in Control for purposes of this Agreement is necessary or desirable for purposes of achieving the business objectives of the transaction specified in Paragraphs (i) through (iv) above. A transaction shall not constitute a Change in one transaction or a series of transactions) all or substantially all Control if its sole purpose is to change the state of the Company’s assetsincorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction.

Change in Control. For purposes of this Agreement, a “Change in Control” shall be deemed to have occurred if Control means any of the following actions identified in clauses (i), (ii) or (iii) below: (i) The acquisition by any “person” Person (as defined below) of beneficial ownership of 50% or more of the then outstanding shares of common stock of the Company, provided that it shall not constitute a Change in Control if (a) the acquisition is directly from the Company (excluding an acquisition by virtue of the exercise of a conversion privilege) or (b) individuals who constitute the Incumbent Board (as defined below) immediately prior to the acquisition continue to constitute a majority of the Company’s Board of Directors for the 12-month period immediately after the acquisition. (ii) Individuals who constitute the Board of Directors of the Company on the Effective Date (the “Incumbent Board”) cease to constitute a majority of the Company’s Board of Directors within a 12-month period, provided that any director whose nomination was approved by a vote of at least two-thirds of the directors then comprising the Incumbent Board will be considered a member of the Incumbent Board, but excluding any such term individual whose initial assumption of office is used in Sections 13(dconnection with an actual or threatened election contest relating to the election of the directors of the Company. (iii) Consummation of a reorganization, merger, share exchange or consolidation involving the Company (a “Reorganization”), unless each of the following conditions is satisfied: (a) at least 40% of the then outstanding shares of common stock of the corporation resulting from the Reorganization is beneficially owned by all or substantially all of the former shareholders of the Company in substantially the same proportions, relative to each other, as their ownership existed in the Company immediately prior to the Reorganization; (b) no Person beneficially owns 20% or more of either (1) the then outstanding shares of common stock of the corporation resulting from the transaction or (2) the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors; and 14(d(c) at least a majority of the members of the board of directors of the corporation resulting from the Reorganization were members of the Incumbent Board at the time of the execution of the initial agreement providing for the Reorganization. For purposes of this Agreement, a Change in Control occurs on the date on which an event described in clause (i), (ii) or (iii) immediately above. If a Change in Control occurs on account of a series of transactions or events, the Change in Control occurs on the date of the last of such transactions or events. For purposes of this Agreement, “Person” means any individual, entity or group (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), other than a trustee or other fiduciary holding securities under an any employee benefit plan of (or related trust) sponsored or maintained by the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Companyan Affiliate, is or becomes the and “beneficial ownerownership” (as defined has the meaning given the term in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 20% or more of the total voting power represented by the Company’s then outstanding Voting Securities, (ii) individuals who on the date of this Agreement are members of the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the members of the Board (provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board), or (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company’s assets.

Change in Control. All unvested shares of Restricted Stock issued hereunder shall, in addition to any provisions relating to vesting contained in this Agreement, become immediately fully vested upon the termination of Recipient’s employment with the Company by the Company without Cause or by Recipient for Good Reason, in either case within the period commencing six months prior to and ending twenty-four (24) months following the occurrence of a Change in Control (as defined below). (a) For purposes of this Agreement, a “Change in Control” shall be deemed to have occurred if mean the occurrence of any of the following events: (i) an acquisition (other than directly from the Company) of any voting securities of the Company (the “Voting Securities”) by any “person” (as such the term “person” is used in Sections for purposes of Section 13(d) and or Section 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the ) immediately after which such person has “beneficial ownerownership” (as defined in within the meaning of Rule 13d-3 13d‑3 promulgated under the Exchange Act), directly or indirectly, ) (“Beneficial Ownership”) of securities of the Company representing 2050% or more of the total combined voting power represented by of the Company’s then outstanding Voting Securities; provided, however, in determining whether a Change in Control has occurred, Voting Securities that are acquired in a Non-Control Acquisition (as hereinafter defined) shall not constitute an acquisition that would cause a Change in Control. “Non-Control Acquisition” shall mean an acquisition (A) by or under an employee benefit plan (or a trust forming a part thereof) maintained by (1) the Company or (2) any corporation, partnership or other person of which a majority of its voting power or its equity securities or equity interest is owned directly or indirectly by the Company or in which the Company serves as a general partner or manager (a “Subsidiary”), (iiB) by the Company or any Subsidiary, or (C) by any person in connection with a Non-Control Transaction (as hereinafter defined). “Non-Control Transaction” shall mean a merger, consolidation, share exchange or reorganization involving the Company, in which (1) the stockholders of the Company, immediately before such merger, consolidation, share exchange or reorganization, own, directly or indirectly immediately following such merger, consolidation, share exchange or reorganization, at least 50% of the combined voting power of the outstanding voting securities of the corporation that is the successor in such merger, consolidation, share exchange or reorganization (the “Surviving Company”) in substantially the same proportion as their ownership of the Voting Securities immediately before such merger, consolidation, share exchange or reorganization, and (2) the individuals who on the date of this Agreement are were members of the Board (of Directors of the “Incumbent Board”) cease Company immediately prior to the execution of the agreement providing for any reason to such merger, consolidation, share exchange or reorganization constitute at least a majority 50% of the members of the Board (provided, however, that if the appointment or election (or nomination for election) board of any new Board member was approved or recommended by a majority vote directors of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board), or (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Surviving Company’s assets.;

Change in Control. For purposes of this Agreement, a “A Change in Control” Control shall be deemed to have occurred if (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”amended), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange said Act), directly or indirectly, of securities of the Company representing 20% or more of the total voting power represented by the Company’s then outstanding Voting Securities, or (ii) during any period of two consecutive years, individuals who on at the date beginning of this Agreement are members such period constitute the Board of Directors of the Company and any new director whose election by the Board of Directors or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds (2/3) of the “Incumbent Board”) directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the members Board of the Board (provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board)Directors, or (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the Voting Securities of the Company outstanding immediately prior thereto to such a merger or consolidation continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) of all or substantially all of the Company’s assets.

Change in Control. For purposes of this Agreement, a “Change in Control” of the Company shall be deemed to have occurred if mean the occurrence of any of the following events: (ia) The consummation of: (1) any consolidation, merger or plan of share exchange involving the Company (a “personMerger”) as a result of which the holders of outstanding securities of the Company ordinarily having the right to vote for the election of directors (“Voting Securities”) immediately prior to the Merger do not continue to hold at least 50% of the combined voting power of the outstanding Voting Securities of the surviving corporation or a parent corporation of the surviving corporation immediately after the Merger, disregarding any Voting Securities issued to or retained by such holders in respect of securities of any other party to the Merger; or (2) any consolidation, merger, plan of share exchange or other transaction involving Northwest Natural Gas Company (“NW Natural”) as a result of which the Company does not continue to hold, directly or indirectly, at least 50% of the outstanding securities of NW Natural ordinarily having the right to vote for the election of directors; or (3) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, the assets of the Company or NW Natural; (b) At any time during a period of two consecutive years, individuals who at the beginning of such period constituted the Board (“Incumbent Directors”) shall cease for any reason to constitute at least a majority thereof; provided, however, that the term “Incumbent Director” shall also include each new director elected during such two-year period whose nomination or election was approved by two-thirds of the Incumbent Directors then in office; or (c) Any person (as such term is used in Sections 13(d) and Section 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than a trustee the Company or other fiduciary holding securities under an any employee benefit plan of sponsored by the Company or NW Natural) shall, as a corporation owned directly result of a tender or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of exchange offer, open market purchases or privately negotiated purchases from anyone other than the Company, is or becomes have become the “beneficial owner” owner (as defined in within the meaning of Rule 13d-3 under the Securities Exchange ActAct of 1934), directly or indirectly, of securities of the Company Voting Securities representing twenty percent (20% %) or more of the total combined voting power represented by of the Company’s then outstanding Voting Securities, (ii) individuals who on the date of this Agreement are members of the Board (the “Incumbent Board”) cease for but disregarding any reason Voting Securities with respect to constitute at least a majority of the members of the Board (provided, however, which that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board), or (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in acquirer has filed SEC Schedule 13G indicating that the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement were not acquired and are not held for the sale purpose of or disposition by with the Company effect of (in one transaction changing or a series of transactions) all influencing, directly or substantially all of indirectly, the Company’s assetsmanagement or policies, unless and until that entity or person files SEC Schedule 13D, at which point this exception will not apply to such Voting Securities, including those previously subject to a SEC Schedule 13G filing.

Change in Control. For purposes The occurrence of this Agreement, a “Change in Control” shall be deemed to have occurred if any of the following: (ia) any “person” event pursuant to which any "Person" becomes an "Acquiring Person" (as such term is used terms are defined in Sections 13(d) that certain Agreement dated as of October 14, 1997 between the Company and 14(d) ▇▇▇▇▇▇ Trust Company of the Securities Exchange Act of 1934New York as Rights Agent, as amended such Agreement initially entered into effect as of such date); (the “Exchange Act”)b) a merger, other than a trustee consolidation, exchange, combination or other fiduciary holding transaction involving the Company and another entity (or the securities under an employee benefit plan of the Company or and such other entity) as a corporation owned directly or indirectly by result of which the stockholders holders of all of the shares of Common Stock of the Company outstanding prior to such transaction do not hold, directly or indirectly, shares of the outstanding voting securities of, or other voting ownership interests in, the surviving, resulting or successor entity in such transaction in substantially the same proportions as their ownership those in which they held the outstanding shares of stock of the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities Common Stock of the Company representing 20% or more of the total voting power represented by the Company’s then outstanding Voting Securities, immediately prior to such transaction; (ii) individuals who on the date of this Agreement are members of the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the members of the Board (provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board), or (iiic) the stockholders of the Company approve a merger sale, transfer, assignment or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (and/or one or more Associated Companies, in one transaction or a series of transactions) all transactions within any period of 18 consecutive calendar months (including, without limitation, by means of the sale of capital stock of any subsidiary or substantially all subsidiaries of the Company’s assets) of assets which account for an aggregate of 50% or more of the consolidated revenues of the Company and its subsidiaries, as determined in accordance with U.S. generally accepted accounting principles, for the fiscal year most recently ended prior to the date of such transaction (or, in the case of a series of transactions as described above, the first such transaction); provided, however, that no such transaction shall be taken into account if substantially all the proceeds thereof (whether in cash or in kind) are used after such transaction in the ongoing conduct by the Company and/or its subsidiaries of the business conducted by the Company and/or its subsidiaries prior to such transaction; (d) the Company is dissolved; or (e) a majority of the directors of the Company are persons who were not members of the Board of Directors as of the date (the "Reference Date") which is the more recent of the date hereof and the date which is two years prior to the date on which such determination is made, unless the first election or appointment (or the first nomination for election by the Company's shareholders) of each director who was not a member of the Board of Directors on the Reference Date was approved by a vote of at least two-thirds of the Board of Directors in office prior to the time of such first election, appointment or nomination.

Change in Control. For purposes of this Agreement, a “Change in Control” shall be deemed to have occurred if (i) any Any “person” or “group” (as such term is used in Sections 13(d) and 14(d) within the meaning of the Securities Exchange Act of 1934, 1934 and the rules of the Securities and Exchange Commission thereunder as amended in effect on the date hereof) (other than either of the two trusts (the “Exchange ActRoche Trust” and the “▇▇▇▇▇▇▇ Trust”)) which, other than a trustee or other fiduciary holding securities under an employee benefit plan as of the Effective Date, each own more that 5% of the Class A Common Stock of the Company or a corporation owned directly or indirectly by and the stockholders beneficiaries of which are the issue of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and, in the case of the Company in substantially Roche Trust, their spouses, or any future trust established for any of the same proportions as their ownership of stock of the Company, is or beneficiaries) either (A) becomes the “beneficial owner” (within the meaning of the Securities Exchange Act of 1934 and the rules of the Securities and Exchange Commission thereunder as defined in Rule 13d-3 under effect on the Exchange Actdate hereof), directly or indirectly, of voting securities of the Company (or securities convertible into or exchangeable for such voting securities) representing 2040% or more of the total combined voting power represented by of all voting securities of the Company (on a fully diluted basis) or (B) otherwise has the ability, directly or indirectly, to elect a majority of the board of directors of the Company’s then outstanding Voting Securities, ; or (ii) individuals who during any period of up to 12 consecutive months, commencing on the date of this Agreement are members of the Board (the “Incumbent Board”) Effective Date, Continuing Directors shall cease for any reason (other than the death, disability or retirement of a director) to constitute at least a majority of the members board of the Board (provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board), or (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all directors of the Company’s assets.; then, in any such event, and at any time thereafter, the Administrative Agent, upon the direction of the Required Lenders, shall, by written notice to the Company take any of the following actions without prejudice to the rights of the Administrative Agent or any Lender to enforce its claims against the Borrowers, except as otherwise specifically provided for herein:

Change in Control. Upon the occurrence of a Change in Control (as hereinafter defined), the Employee shall have the right to terminate this Agreement within 30 days of the occurrence of such Change in Control. Upon the termination of this Agreement by the Employee due to the occurrence of a Change in Control, the Employee shall be entitled to receive one year of Base Compensation in one lump sum within five days of the effective date of such termination, subject to withholding for applicable taxes and other amounts, all unvested stock options held by the Employee shall immediately vest and become exercisable. For purposes of this Agreement, a “Change in Control” of the Company shall be deemed to have occurred if in the event that: (i) any “person” (individuals who, as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act date hereof, constitute the Board cease for any reason to constitute at least a majority of 1934the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Board shall be considered as amended though such individual was a member of the Board as of the date hereof; (ii) the “Exchange Act”)Company shall have been sold by either (A) a sale of all or substantially all its assets, or (B) a merger or consolidation, other than a trustee any merger or other fiduciary holding securities under an employee benefit plan of consolidation pursuant to which the Company acquires another entity, or (C) a corporation owned directly tender offer, whether solicited or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of unsolicited; or (iii) any party, other than the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange ActAct of 1934, as amended), directly or indirectly, of voting securities of the Company representing 2050% or more of the total voting power represented by of all the Company’s then then-outstanding Voting Securities, (ii) individuals who on the date of this Agreement are members of the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the members of the Board (provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board), or (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all securities of the Company’s assets.

Change in Control. For purposes of this Agreement, a “A Change in Control” shall Control will be deemed to have occurred if for purposes hereof, if: (ia) any “"person” (" as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)amended, other than a trustee or other fiduciary holding securities under an employee benefit plan of Company or a company controlling the Company or a corporation owned directly or indirectly by the stockholders equity holders of the Company in substantially the same proportions as their ownership of stock of the CompanyCompany securities, is or becomes the “"beneficial owner” " (as defined in SEC Rule 13d-3 under the Exchange Actl3d-3), directly or indirectly, of securities of the Company representing 20more than 40% or more of the total voting power represented by the Company’s 's then outstanding Voting SecuritiesSecurities (as defined below), or (iib) during any period of two consecutive years, individuals who on at the date beginning of this Agreement are members such period constitute the Board and any new director whose election by the Board was approved by a vote of at least two-thirds of the Board (directors then still in office who either were directors at the “Incumbent Board”) beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of thereof, or (c) the members of the Board (provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board), or (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporationcompany, other than a merger or consolidation which would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entitySecurities) at least 80more than 65% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders members of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of its assets, For purposes of this section "Voting Securities" shall mean any securities of Company or its survivor which vote generally in the election of its directors, (d) Notwithstanding the foregoing, a Change in Control shall not occur as a result of an underwritten offering of the securities of the Company to the public, or an offering of securities to the existing equity holders of the Company’s assets.,

Change in Control. For purposes of this Agreement, a “"Change in Control” " shall be deemed to have occurred if if: (i) any “person” (as such term is used in Sections 13(d) and 14(d) a majority of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than a trustee or other fiduciary holding securities under an employee benefit plan directors of the Company or a corporation owned directly or indirectly shall be persons other than persons: (A) for whose election proxies shall have been solicited by the stockholders Board, or (B) who are then serving as directors appointed by the Board to fill vacancies on the Board caused by death or resignation (but not by removal) or to fill newly-created directorships; (ii) a majority of the outstanding voting power of the Company in substantially the same proportions as their ownership of stock of the Company, is shall have been acquired or becomes the “beneficial owner” beneficially owned (as defined in Rule 13d-3 under the Exchange Act)1934 Act or any successor rule thereto) by any person (other than the Company, directly or indirectly, of securities a subsidiary of the Company representing 20% or more of the total voting power represented by the Company’s then outstanding Voting Securities, Employee) or Group (ii) individuals who on the date of this Agreement are members of the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the members of the Board (provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Boarddefined below), or which Group does not include the Employee; or (iii) the stockholders of the Company approve there shall have occurred: (A) a merger or consolidation of the Company with any other corporation, or into another corporation (other than (1) a merger or consolidation with a subsidiary of the Company, (2) a merger or consolidation in which would result in (a) the Voting Securities holders of voting stock of the Company outstanding immediately prior thereto continuing to represent (either by remaining the merger as a class continue to hold immediately after the merger at least a majority of all outstanding or by being converted into Voting Securities voting power of the surviving entityor resulting corporation or its parent and (b) at least 80% all holders of the total each outstanding class or series of voting power represented by the Voting Securities stock of the Company immediately prior to the merger or consolidation have the right to receive substantially the same cash, securities or other property in exchange for their voting stock of the Company as all other holders of such class or series, or (3) a merger or consolidation in which a majority of the directors of the surviving entity outstanding immediately corporation after the consummation of such merger or consolidation, or the stockholders consolidation are persons (a) who were serving as directors of the Company approve immediately prior to such consummation or (b) who are appointed to serve as directors of the surviving corporation by a plan majority of complete liquidation the directors of the Company immediately prior to such consummation or an agreement whose appointment has been agreed to by such majority); (B) a statutory exchange of shares of one or more classes or series of outstanding voting stock of the Company for cash, securities or other property; (C) the sale or other disposition by of all or substantially all of the assets of the Company of (in one transaction or a series of transactions); or (D) the liquidation or dissolution of the Company; unless more than twenty-five percent (25%) of the voting stock (or the voting equity interest) of the surviving corporation or the corporation or other entity acquiring all or substantially all of the Company’s assets of the Company (in the case of a merger, consolidation or disposition of assets) or of the Company or its resulting parent corporation (in the case of a statutory share exchange) is beneficially owned by the Employee or a Group that includes the Employee.

Change in Control. No compensation shall be payable under this Agreement unless and until (a) there shall have been a Change in Control of the Company, while the Executive is still an employee of the Company and (b) the Executive's employment by the Company thereafter shall have been terminated in accordance with Section 3. For purposes of this Agreement, a “Change in Control” shall be deemed to have occurred if Control means the happening of any of the following: (i) any “person” (person or entity, including a "group" as such term is used defined in Sections 13(d) and 14(dSection 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than the Company, a trustee or other fiduciary holding securities under an wholly-owned subsidiary thereof, any employee benefit plan of the Company or a corporation owned directly or indirectly by any of its Subsidiaries becomes the stockholders of the Company in substantially the same proportions as their ownership of stock beneficial owner of the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of 's securities of the Company representing 20having 30% or more of the total combined voting power represented of the then outstanding securities of the Company that may be cast for the election of directors of the Company (other than as a result of an issuance of securities initiated by the Company’s then outstanding Voting Securities, Company in the ordinary course of business); or (ii) as the result of, or in connection with, any cash tender or exchange offer, merger or other business combination, sale of assets or contested election, or any combination of the foregoing transactions less than a majority of the combined voting power of the then outstanding securities of the Company or any successor corporation or entity entitled to vote generally in the election of the directors of the Company or such other corporation or entity after such transaction are held in the aggregate by the holders of the Company's securities entitled to vote generally in the election of directors of the Company immediately prior to such transaction; or (iii) during any period of two consecutive years, individuals who on at the date beginning of this Agreement are members of any such period constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority thereof, unless the election, or the nomination for election by the Company's shareholders, of each director of the members Company first elected during such period was approved by a vote of at least two-thirds of the Board (provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote directors of the members of the Incumbent Board Company then still in office, such new member shall be considered as a member of the Incumbent Board), or (iii) the stockholders office who were directors of the Company approve a merger or consolidation at the beginning of the Company with any other corporation, other than a merger or consolidation which would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company’s assetsperiod.

Change in Control. For purposes of this Agreement, a A “Change in Control” shall be deemed to have occurred in any of the following events: (a) If there has occurred a change in control which the Holding Company would be required to report in response to Item 5.01 of Form 8-K promulgated under the Securities Exchange Act of 1934, as amended (the “1934 Act”), or, if such regulation is no longer in effect, any regulations promulgated by the Securities and Exchange Commission pursuant to the 1934 Act which are intended to serve similar purposes; (ib) When any “person” (as such term is used in Sections 13(d) and 14(d14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than 1▇▇▇ ▇▇▇) becomes a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the “beneficial owner” (as such term is defined in Rule 13d-3 promulgated under the Exchange 1934 Act), directly or indirectly, of securities of the Holding Company or the Bank representing 20% twenty-five percent (25%) or more of the total voting power represented number of votes that may be cast for the election of directors of the Holding Company or the Bank, as the case may be; (c) During any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Holding Company, and any new director (other than a director designated by a person who has entered into an agreement with the Holding Company to effect a transaction described in Subsection (b), (d) or (e) of this Section 7.5) whose election by the Board or nomination for election by the Holding Company’s then outstanding Voting Securities, stockholders was approved by a vote of at least two-thirds (ii2/3) individuals who on the date of this Agreement are members of the Board (directors then still in office who either were directors at the “Incumbent Board”) beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the members Board of Directors of the Board Holding Company; (provided, however, that if the appointment or election (or nomination for electiond) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board), or (iii) the The stockholders of the Holding Company approve a merger, share exchange or consolidation (“merger or consolidation consolidation”) of the Holding Company with any other corporation, other than (a) a merger or consolidation which would result in the Voting Securities voting securities of the Holding Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities voting securities of the surviving entity) at least 80more than 70% of the total combined voting power represented by the Voting Securities of the voting securities of the Holding Company or such surviving entity outstanding immediately after such merger or consolidation, consolidation or (b) a merger or consolidation effected to implement a recapitalization of the Holding Company (or similar transaction) in which no “person” (as hereinabove defined) acquires more than 30% of the combined voting power of the Holding Company’s then outstanding securities; or (e) The stockholders of the Holding Company or the Bank approve a plan of complete liquidation of the Holding Company or the Bank or an agreement for the sale or disposition by the Holding Company or the Bank of (in one transaction or a series of transactions) all or substantially all of the Holding Company’s or the Bank’s assets.

Change in Control. For purposes of this Agreement, a “Change in Control” control shall be deemed to have occurred if upon any of the following events: (i) The acquisition in one or more transactions by any “personPerson” (as such the term person is used in Sections for purposes of Section 13(d) and or 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange 1934 Act”), other than a trustee or other fiduciary holding securities under an employee benefit plan ) of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the “beneficial ownerBeneficial Ownership” (as defined in within the meaning of Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, ▇▇▇▇ ▇▇▇) of securities of the Company representing twenty percent (20% %) or more of the total combined voting power represented by of the Company’s then outstanding voting securities (the “Voting Securities”), provided, however, that for purposes of this Section 1(a)(i), the Voting Securities acquired directly from the Company by any Person shall be excluded from the determination of such Person’s Beneficial Ownership of voting securities (but such Voting Securities shall be included in the calculation of the total number of Voting Securities then outstanding); or (ii) The individuals who on who, as of the date of this Agreement hereof, are members of the Board (the “Incumbent Board”) ), cease for any reason to constitute at least a majority two-thirds of the members of the Board (Board; provided, however, that if the appointment or election (election, or nomination for election) election by the Company’s shareholders, of any new Board member was director is hereafter approved or recommended by a majority vote of the members at least two-thirds of the Incumbent Board then still in officeBoard, such new member shall director shall, for purposes of this Agreement, be considered as a member of the Incumbent Board), or ; or (iii) the stockholders Approval by shareholders of the Company approve of (A) a merger or consolidation involving the Company if the shareholders of the Company with any other corporation, other than a immediately before such merger or consolidation which would result in the Voting Securities of the Company outstanding do not own, directly or indirectly immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after following such merger or consolidation, or the stockholders more than eighty percent (80%) of the Company approve combined voting power of the outstanding voting securities of the corporation resulting from such merger or consolidation in substantially the same proportion as their ownership of the Voting Securities immediately before such merger or consolidation or (B) a plan of complete liquidation or dissolution of the Company or an agreement for the sale or other disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the assets of the Company’s assets. (iv) Notwithstanding the foregoing, a Change in Control shall not be deemed to occur solely because twenty percent (20%) or more of the then outstanding Voting Securities is acquired by (i) a trustee or other fiduciary holding securities under one or more employee benefit plans maintained by the Company or any of its subsidiaries or (ii) any corporation which, immediately prior to such acquisition, is owned directly or indirectly by the shareholders of the Company in the same proportion as their ownership of stock in the Company immediately prior to such acquisition. Nor shall a Change in Control be deemed to occur solely because any Person (the “Subject Person”) acquired Beneficial Ownership of 20% or more of the outstanding Voting Securities as a result of the subsequent acquisition of Voting Securities by the Company which, by reducing the number of Voting Securities outstanding, increases the proportional number of shares Beneficially Owned by the Subject Person, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acquisition of Voting Securities by the Company, and after such share acquisition by the Company, the Subject Person becomes the Beneficial Owner of any additional Voting Securities which increases the percentage of the then outstanding Voting Securities Beneficially Owned by the Subject Person, then a Change in Control shall occur.

Change in Control. For purposes of this Agreement, a “Change in Control” shall be deemed to have occurred if (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 13-d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 20% or more of the total voting power represented by the Company’s then outstanding Voting Securities (unless such change in beneficial ownership results solely from a reduction in the aggregate number of outstanding shares of Voting Securities, ); (ii) during any period of two consecutive years, not including any period prior to the execution of this Indemnification Agreement, individuals who on at the date beginning of this Agreement are members such period constitute the Board of Directors of the Company (and any new director whose election by the Board of Directors or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds (2/3) of the “Incumbent Board”) directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved), cease for any reason to constitute at least a majority of the members of the Board (provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board), thereof; or (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or (iv) the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company’s assets.

Change in Control. For purposes of this Agreement, a “A "Change in Control” " shall be deemed to have occurred if in any one of the following events: (ia) any “"person” " (as such term is used in Sections 13(d) and 14(d14(d)(2) of the Securities Exchange Act of 1934, as amended 1934 (the “Exchange "Act”"), ) becomes a "beneficial owner" (as such term is defined in Rule 13d-3 promulgated under the Act) (other than a the Company, any trustee or other fiduciary holding securities under an employee benefit plan of the Company Company, or a any corporation owned owned, directly or indirectly indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 20% fifty percent (50%) or more of the total combined voting power represented by of the Company’s 's then outstanding Voting Securitiessecurities; (b) persons who, (ii) individuals who on as of March 4, 1998, constituted the date of this Agreement are members of the Company's Board (the “"Incumbent Board”") cease for any reason reason, including without limitation as a result of a tender offer, proxy contest, merger or similar transaction, to constitute at least a majority of the members Board, provided that any person becoming a director of the Board (providedCompany subsequent to March 4, however, that if the appointment or 1998 whose election (or nomination for election) of any new Board member was approved or recommended by at least a majority vote of the members of directors then comprising the Incumbent Board then still in officeshall, such new member shall for purposes of this Agreement, be considered as a member of the Incumbent Board), or ; (iiic) the stockholders of the Company approve a merger or consolidation of the Company with any other corporationcorporation or other entity, other than (a) a merger or consolidation which would result in the Voting Securities voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities voting securities of the surviving entity) at least more than 80% of the total combined voting power represented by of the Voting Securities voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, consolidation or (b) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no "person" (as hereinabove defined) acquires more than 50% of the combined voting power of the Company's then outstanding securities; or (d) the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company’s 's assets.

Change in Control. For purposes of this Agreement, a A “Change in Control” shall be deemed to have occurred if (i) there shall be consummated (1) any consolidation or merger of HMEC in which HMEC is not the continuing or surviving corporation, or pursuant to which shares of HMEC’s Common Stock would be converted into cash, securities or other property, other than a merger of HMEC in which no HMEC shareholder’s ownership percentage in the surviving corporation immediately after the merger is less than such shareholder’s ownership percentage in HMEC immediately prior to such merger by ten percent (10%) or more, or (2) any sale, lease exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of HMEC; (ii) the shareholders of HMEC approve any plan or proposal for the liquidation or dissolution of HMEC which is a part of a sale of assets, merger, or reorganization of HMEC or other similar transaction; (iii) any “personPerson” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than a trustee is or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned becomes, directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Companyindirectly, is or becomes the “beneficial owner,” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 20HMEC that represent 51% or more of the total combined voting power represented by the Companyof HMEC’s then outstanding Voting Securities, securities; or (iiiv) individuals who on the date of this Agreement are members of the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the members of the Company’s Board (provided, however, that if of Directors are persons who are then serving on the appointment or election (or nomination for election) Board of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board), or (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of the total voting power represented Directors without having been elected by the Voting Securities Board of the Company Directors or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition having been nominated by the Company for election of (in one transaction or a series of transactions) all or substantially all of the Company’s assetsits shareholders.

Change in Control. No benefits shall be payable hereunder unless there shall have been a change in control of the Company, as set forth below. For purposes of this Agreementagreement, a “Change "change in Control” control of the Company" shall mean and be deemed to have occurred if on (i) any “person” (as such term the date upon which the Company is used in Sections provided a copy of a Schedule 13D, filed pursuant to Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended 1934 (the “Exchange "1934 Act”"), other than indicating that a trustee group or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Companyperson, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange 1934 Act), directly or indirectly, has become the beneficial owner of securities of the Company representing 20% or more of the total voting power represented by the Company’s then outstanding Voting Securities, Shares of the Company or the date upon which the Company first learns that a person or group has become the beneficial owner of 20% or more of the outstanding Voting Shares of the Company if a Schedule 13D is not filed; (ii) individuals who on the date of this Agreement are a change in the composition of the Board of Directors of the Company such that individuals who were members of the Board of Directors on the date two years prior to such change (or who were subsequently elected to fill a vacancy in the “Incumbent Board”) cease , or were subsequently nominated for any reason to constitute election by the Company's shareholders, by the affirmative vote of at least two-thirds of the directors then still in office who were directors at the beginning of such two year period) no longer constitute a majority of the members Board of Directors of the Board (provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board), or Company; (iii) the stockholders date the shareholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the holders of the Voting Securities Shares of the Company outstanding immediately prior thereto to the merger or consolidation continuing to represent (either by remaining outstanding own immediately after the merger or by being converted into Voting Securities consolidation 80% or more of the surviving entity) at least 80% of the total voting power represented by the Voting Securities Shares of the Company or such the surviving entity, if the Company is not the surviving entity outstanding immediately after such in the merger or consolidation, ; or (iv) the stockholders date shareholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all the Company's assets. "Voting Shares" means any securities of the Company’s assetsCompany which vote generally in the election of directors.

Change in Control. For purposes of this Agreement, a “A "Change in Control” " shall be deemed to have occurred if (i) if: 1. any “person” ("Person," as such term is used in Sections for purposes of Section 13(d) and or 14(d) of the Securities Exchange Act of 1934, as amended (the “"Exchange Act”") (other than (A) the Company, (B) IMS Health, Inc., a Delaware corporation, or any wholly-owned subsidiary of IMS Health, Inc. (collectively, "IMS"), other than a until IMS shall cease to be the "Beneficial Owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing at least 15% of the combined voting power of the Company's then-outstanding securities, (C) any trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned IMS, or (D) any company owned, directly or indirectly indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company), is or becomes the “beneficial owner” Beneficial Owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 20% or more of the total combined voting power represented by of the Company’s then 's then-outstanding Voting Securitiessecurities; provided that, in the case of any Person which (i) has filed and has in effect a report of beneficial ownership on Schedule 13-G in which such Person is reported as a "passive" investor for the purpose of such Schedule 13-G, for so long as such person continues to be a passive investor thereunder in the Company, (ii) is the Beneficial Owner of less than 15% of the combined voting power of the outstanding securities of the Company immediately prior to the Proposed Recapitalization (defined below) and immediately prior to the Proposal Spinoff (defined below), (iii) is the Beneficial Owner of less than 15% of the combined voting power of the outstanding securities of IMS Health, Inc. immediately prior to the Proposed Recapitalization and immediately prior to the Proposed Spinoff, and (iv) acquires more than 15% but less than [20%] of the combined voting power of the Company's then-outstanding securities solely by virtue of the Proposed Recapitalization and Proposed Spinoff, then a Change in Control shall not be deemed to occur so long as (i) such Person remains a passive investor in the Company under Schedule 13-G and (ii) such Person beneficially owns shares in the Company representing no more than the combined voting power of the outstanding securities of the Company beneficially owned by such Person immediately following the Proposed Spinoff plus [five percent (5%)]; 1. during any period of twenty-four months (not including any period prior to the execution of this Agreement), individuals who on at the date beginning of this Agreement are members such period constitute the Board, and any new director (other than (A) a director nominated by a Person who has entered into an agreement with the Company to effect a transaction described in Sections (2)(a)(i), (iii) or (iv) hereof, (B) a director nominated by any Person (including the Company) who publicly announces an intention to take or to consider taking actions (including, but not limited to, an actual or threatened proxy contest) which if consummated would constitute a Change in Control or (C) a director nominated by any Person who is the Beneficial Owner, directly or indirectly, of securities of the Company representing 10% or more of the combined voting power of the Company's securities) whose election by the Board or nomination for election by the Company's stockholders was approved in advance by a vote of at least two-thirds (2/3) of the “Incumbent Board”) directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least lease a majority of the members of the Board (provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board), or (iii) thereof; 1. the stockholders of the Company approve a merger any transaction or consolidation series of transactions under which the Company is merged or consolidated with any other corporationcompany, other than a merger or consolidation (A) which would result in the Voting Securities voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities voting securities of the surviving entity) at least 80more than 66 2/3% of the total combined voting power represented by of the Voting Securities voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, consolidation and (B) after which no Person holds 20% or more of the combined voting power of the then-outstanding securities of the Company or such surviving entity; 1. the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company’s 's assets; or 1. the Board adopts a resolution to the effect that, for purposes of this Agreement, a Potential Change in Control has occurred. A transfer of shares of stock of the Company from IMS to an affiliated company, subsidiary or spin-off entity of IMS, or the reduction in ownership of capital stock of the Company by IMS by means of a spin-off of such shares to IMS stockholders or sales of shares into the public market, shall not alone be deemed to meet the requirements of clause (8)(e)(i) hereof. For the purposes hereof, the "Proposed Recapitalization" refers to the proposed recapitalization by the Company of its outstanding equity securities in which a new class of Class B Common Stock having special voting rights will be created and issued to IMS in exchange for the shares of Class A Common Stock of the Company held by IMS, and the "Proposed Spinoff" refers to the proposed spinoff by IMS to its shareholders on a tax-free basis of a significant portion of the shares of Company Common Stock owned by IMS.

Change in Control. Notwithstanding the foregoing, if, prior to any Vesting Date, and within two years after the effectiveness of a Change in Control (as defined below), the Participant is (i) terminated by the Company without Cause (as defined below) or (ii) terminates his employment for Good Reason (as defined below), then, all (or, in the case of a performance-based RSU that is still subject to performance criteria per Exhibit A, the Target Number of RSUs (as defined on Exhibit A, if applicable) of the Participant’s unforfeited RSUs shall become immediately and fully vested and shall no longer be subject to the Forfeiture provisions under this Agreement and the Shares subject to such RSUs shall be delivered to the Participant as soon as practicable (but no later than thirty (30) days) following the date of the date of termination. For purposes of this Agreement, a section “Change in Control” shall be deemed means the first to have occurred if occur of any of the following events: (iI) any “person” (as such that term is used in Sections 13(d) Section 13 and 14(d14(d)(2) of the Securities Exchange Act of 1934, as amended 1934 (the “Exchange Act”), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or ) becomes the “beneficial owner” owner (as defined that term is used in Rule 13d-3 under Section 13(d) of the Exchange Act), directly or indirectly, of securities of the Company representing 20% fifty percent (50%) or more of the total voting power represented by the Company’s then outstanding Voting Securities, capital stock entitled to vote in the election of directors; (ii) individuals who on the date of this Agreement are members of the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the members of the Board (provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board), or (iiiII) the stockholders shareholders of the Company approve a any consolidation or merger or consolidation of the Company with any other corporationCompany, other than a consolidation or merger or consolidation which would result in the Voting Securities of the Company outstanding in which the holders of Common Stock immediately prior thereto continuing to represent the consolidation or merger hold more than fifty percent (either by remaining outstanding or by being converted into Voting Securities 50%) of the common stock of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding corporation immediately after such merger the consolidation or consolidation, merger; or (III) the stockholders shareholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company transfer of (in one transaction or a series of transactions) all or substantially all of the assets of the Company to parties that are not within a “controlled group of corporations” (as defined in Code Section 1563) in which the Company is a member; provided, that, in the event that the RSUs constitute nonqualified deferred compensation subject to Section 409A, such Change in Control is also a “change in control event” within the meaning of Treasury Regulation Section 1.409A-3(i)(5). For purposes of this Agreement, “Cause” shall mean (I) Participant commits a felony or engages in fraud, misappropriation or embezzlement, (II) Participant knowingly fails or refuses to perform his or her duties in a material way and, to the extent that the Company determines such failure or refusal can be reasonably cured, Participant fails or refuses to effect a cure within 10 days after the Company notifies the Participant in writing of the failure or refusal, (III) Participant knowingly causes, or knowingly creates a serious risk of causing, material harm to the Company’s assetsbusiness or reputation or (IV) Participant breaches, in a material way, Participant’s employment agreement (an “Employment Agreement”), to the extent one exists, Participant’s confidential information agreement or any other material agreement between the Participant and the Company, and to the extent that the Company determines such breach can reasonably be cured, Participant fails or refuses to effect a cure within 10 days after the Company’s notification to the Participant in writing of the breach. For purposes of this section, “Good Reason” shall mean termination of the Participant’s employment by the Participant within 90 days following (I) a material diminution in the Participant’s positions, duties or responsibilities, (II) a material reduction in the Participant’s then current base salary, (III) a material breach of any provision of the Participant’s Employment Agreement, to the extent one exists, by the Company or (IV) the Company changes Participant’s principal place of work to a location more than 50 miles from Participant’s then current principal place of work, unless Participant is on an international assignment, in which case, if, during the term of such assignment, the Company changes Participant’s principal place of work to a location more than 50 miles from the host location specified in his or her international assignment terms, as may be in effect from time to time. Notwithstanding the foregoing, a termination shall not be treated as a termination for Good Reason (I) if the Participant shall have consented in writing to the occurrence of the event giving rise to the claim of termination for Good Reason or (II) unless the Participant shall have delivered a written notice to the Company within thirty (30) days of his having actual knowledge of the occurrence of one of such events stating that he intends to terminate his employment for Good Reason and specifying the factual basis for such termination, and such event, if capable of being cured, shall not have been cured within thirty (30) days of the receipt of such notice.

Change in Control. Immediately upon the occurrence of a “Change in Control,” the Employee shall become fully vested in all employee benefit programs (other than any tax qualified retirement or savings plan, the Employee’s interest in which shall vest in accordance with such plan’s terms), including without limitation, all stock options or other awards under the 1996 or 2004 Stock Plans, in which he was a participant at the time of the Change in Control. For purposes of this Agreement, a the term “Change in Control” shall be deemed to have occurred if mean the occurrence of any of the following events after the date of this Agreement (i) the acquisition by any “person” individual, entity or group (as such term is used in Sections 13(dwithin the meaning of Section 13(d)(3) and 14(dor 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than ) (a trustee or other fiduciary holding securities under an employee benefit plan “Person”) of beneficial ownership (within the Company or a corporation owned directly or indirectly by the stockholders meaning of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 promulgated under the Exchange Act), directly ) of fifty percent (50%) or indirectly, more of the combined voting power of the then outstanding voting securities of the Company representing 20% or more entitled to vote generally in the election of the total voting power represented by the Company’s then outstanding directors (“Voting Securities, (ii) individuals who on the date of this Agreement are members of the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the members of the Board (); provided, however, that if the appointment or election following acquisitions shall not constitute a Change in Control: (A) any acquisition by the Company, (B) any acquisition by any employee benefit plan (or nomination for electionrelated trust) sponsored or maintained by the Company or any corporation controlled by the Company or (C) any acquisition by the Employee (or a group including the Employee); (ii) the consummation of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in officereorganization, such new member shall be considered as a member of the Incumbent Board), or (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a reorganization, merger or consolidation which would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% fifty percent (50%) of the total combined voting power represented by of the Voting Securities of the Company or such surviving entity outstanding immediately after such reorganization, merger or consolidation, ; or (iii) the stockholders consummation of the Company approve a plan of complete liquidation of the Company or of an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) of all or substantially all of the Company’s assets.

Change in Control. For purposes of this Agreement, a “A Change in Control” Control shall be deemed to have occurred occurred: i. Following any merger, consolidation or recapitalization of the Company (or, if the capital stock (i) any “person” (as such term is used in Sections 13(d) and 14(dthe "STOCK") of the Securities Exchange Act Company is affected, any subsidiary of 1934the Company) or any sale, as amended (the “Exchange Act”)lease, other than a trustee or other fiduciary holding securities under an employee benefit plan transfer (in one transaction or a series of transactions contemplated or arranged by any party as a single plan) of all or substantially all of the assets of the Company or a corporation owned directly or indirectly by (each of the stockholders foregoing being an "ACQUISITION TRANSACTION") where (x) the shareholders of the Company immediately prior to such Acquisition Transaction would not immediately after such Acquisition Transaction beneficially own, directly or indirectly, shares representing in substantially the same proportions as their ownership aggregate more than 65% of (A) the then outstanding common stock of the corporation surviving or resulting from such merger, consolidation or recapitalization or acquiring such assets of the Company, is as the case may be (the "SURVIVING CORPORATION") (or becomes of its ultimate parent corporation, if any) and (B) the “Combined Voting Power (as defined below) of the then outstanding Voting Securities (as defined below) of the Surviving Corporation (or of its ultimate parent corporation, if any) or (y) the Incumbent Directors at the time of the initial approval of such Acquisition Transaction would not immediately after such Acquisition Transaction constitute a majority of the Board of Directors of the Surviving Corporation (or of its ultimate parent corporation, if any); or ii. any Person (as defined below) shall become the beneficial owner” owner (as defined in Rule 13d-3 and 13-d-5 under the Exchange Act), directly or indirectly, of securities of the Company representing in the aggregate 50% or more of either (i) the then outstanding shares of Stock, or (ii) the Combined Voting Power of all then outstanding Voting Securities of the Company; PROVIDED; HOWEVER, that notwithstanding the foregoing, a Change in Control of the Company shall not be deemed to have occurred for purposes of this SUBSECTION (2) solely as the result of an acquisition of Stock by the Company which, by reducing the number of shares of Stock or other Voting Securities outstanding, increases (i) the proportionate number of shares of Stock beneficially owned by any Person to 20% or more of the total voting power represented by the Company’s shares of Stock then outstanding Voting Securities, or (ii) individuals who on the date of this Agreement are members of the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the members of the Board (provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board), or (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of the total proportionate voting power represented by the Voting Securities beneficially owned by any Person to 20% or more of the Combined Voting Power of all then outstanding Voting Securities; PROVIDED, HOWEVER, that if any Person referred to in this clause (2) shall thereafter become the beneficial owner of any additional shares of Stock or other Voting Securities of the Company (other than pursuant to a stock split, stock dividend or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company similar transaction or an agreement acquisition exempt under such SUBSECTION (ii), then a Change in Control shall be deemed to have occurred for the sale or disposition by the Company purposes of this clause (in one transaction or a series ii). iii. For purposes of transactions) all or substantially all of the Company’s assets.this Agreement:

Change in Control. For purposes of this Agreement, a “Change in Control” shall be deemed to have occurred if mean any of the following events, provided that such event is closed, consummated, completed, or disposed of on or after June 10, 2019: (i) any “person” a sale of all or substantially all of the assets of the Company; (as ii) a merger or consolidation in which the Company is not the surviving entity and in which the holders of the Company’s outstanding voting shares immediately prior to such term is used in Sections 13(d) and 14(dtransaction own, immediately after such transaction, securities representing less than fifty percent (50%) of the Securities Exchange Act voting power of 1934the entity surviving such transaction or, as amended where the surviving entity is a wholly-owned subsidiary of another entity, the surviving entity’s parent; (iii) a reverse merger in which the “Exchange Act”)Company is the surviving entity but the ordinary shares outstanding immediately preceding the merger are converted by virtue of the merger into other property, other whether in the form of securities of the surviving entity’s parent, cash or otherwise, and in which the holders of the Company’s outstanding voting stock immediately prior to such transaction own, immediately after such transaction, securities representing less than a trustee fifty percent (50%) of the voting power of the Company; or other fiduciary holding securities under (iv) an acquisition by any person, entity or group (excluding any employee benefit plan plan, or related trust, sponsored or maintained by the Company or subsidiary of the Company or a corporation owned directly or indirectly other entity controlled by the stockholders Company) of the Company in substantially the same proportions as their beneficial ownership of stock of the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 20% or more at least seventy-five percent (75%) of the total combined voting power represented by entitled to vote in the Company’s then outstanding Voting Securities, (ii) individuals who on the date election of this Agreement are members of the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the members of the Board (directors; provided, however, that if nothing in this paragraph shall apply to a sale of assets, merger or other transaction effected exclusively for the appointment or election (or nomination for election) purpose of any new Board member was approved or recommended by a majority vote of changing the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board), or (iii) the stockholders domicile of the Company approve and further provided that none of the foregoing transactions shall constitute a merger or consolidation Change in Control unless it also constitutes a change in ownership of the Company with any other corporation, other than within the meaning of Treasury Regulation Section 1.409A-3(i)(5)(v) or a merger or consolidation which would result change in ownership of a substantial portion of the Voting Securities assets of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities within the meaning of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company’s assetsTreasury Regulation Section 1.409A-3(i)(5)(vii).