Common use of Change in Control Clause in Contracts

Change in Control. No amounts and 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 Agreement, a “Change in Control” shall be deemed to have occurred as of the first day that any one or more of the following conditions shall have occurred: (a) any natural person or entity (a “Person”), as such term is used in Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Act”) (other than (i) the Company and/or its wholly owned subsidiaries; (ii) any employee benefit plan of the Company and any trustee or other fiduciary in such capacity holding securities under such plan; (iii) any corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of stock of the Company; or (iv) any other Person, who, within the one (1) year prior to the event which would otherwise be a Change in Control, was an executive officer of the Company), is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Act), directly or indirectly, of securities of the Company representing 20% or more of the combined voting power of the Company’s then outstanding securities. For purposes hereof, the term “Independent Director” shall be determined under the rules of The NASDAQ Stock Market; (b) during any two (2) year period the following persons shall cease for any reason to constitute at least a majority of the Board: (i) directors of the Company in office at the beginning of such period; and (ii) any new director whose election by the Board, or whose nomination for election, was approved by a vote of at least two-thirds of the directors still in office who were directors at the beginning of the two (2) year period or who themselves were nominated by persons described in this clause (ii); provided, however, any new director shall not include a director designated by a Person who has entered into an agreement with the Company to effect a transaction described in subsections (a) or (c) hereof; (c) the consummation of a consolidation or merger of the Company in which the Company is not the continuing or surviving corporation or otherwise does not have control over the combined entity or pursuant to which the common stock of the Company (the “Common Stock”) would be converted into cash, securities, and/or other property, other than a merger of the Company in which holders of Common Stock immediately prior to the merger have the same proportionate ownership of voting securities of the surviving corporation immediately after the merger as they had in the Common Stock immediately before; (d) any sale, lease, exchange, or other transfer (in one transaction or a series of related transactions) of all or substantially all the assets or earning power of the Company; or (e) the Company’s shareholders or the Board approve(s) the liquidation or dissolution of the Company.

Change in Control. No amounts and 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 Agreement, a A “Change in Control” shall be deemed to have occurred as of the first day that any one or more of the following conditions shall have occurredtaken place if: (aA) there shall be consummated any consolidation or merger of the Company in which Company is not the continuing or surviving corporation or pursuant to any transaction in which shares of the Company’s capital stock are converted into cash, securities or other property, or any sale, lease, exchange or other 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 the approval of a plan of complete liquidation or dissolution of the Company adopted by the stockholders of the Company; or (B) any natural person or entity (a “Person”), as such term is used in Section Sections 13(d) and 14(d14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (other than (i) shall after the Company and/or its wholly owned subsidiaries; (ii) any employee benefit plan of date hereof become the Company and any trustee or other fiduciary in such capacity holding securities under such plan; (iii) any corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of stock of the Company; or (iv) any other Person, who, within the one (1) year prior to the event which would otherwise be a Change in Control, was an executive officer of the Company), is or becomes the “beneficial owner” owner (as defined in Rule Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of securities of the Company representing 2035% or more of the combined voting power of the Company’s all then outstanding securities. For purposes hereof, the term “Independent Director” shall be determined under the rules of The NASDAQ Stock Market; (b) during any two (2) year period the following persons shall cease for any reason to constitute at least a majority of the Board: (i) directors securities of the Company having the right under ordinary circumstances to vote in office an election of the Board (including, without limitation, any securities of the Company that any such person has the right to acquire pursuant to any agreement, or upon exercise of conversion rights, warrants or options, or otherwise, shall be deemed beneficially owned by such person); or (C) individuals who at the beginning of such period; date hereof constitute the entire Board and (ii) any new director directors whose election by the Board, or whose nomination for electionelection by the Company’s stockholders, was shall have been approved by a vote of at least two-thirds a majority of the directors still then in office who either were directors at the beginning of the two (2) year period date hereof or who themselves were nominated by persons described in this clause (ii); provided, however, any new director whose election or nomination for election shall not include a director designated by a Person who has entered into an agreement with the Company to effect a transaction described in subsections (a) or (c) hereof; (c) the consummation of a consolidation or merger of the Company in which the Company is not the continuing or surviving corporation or otherwise does not have control over the combined entity or pursuant to which the common stock of the Company been so approved (the “Common StockContinuing Directors”) would be converted into cash, securities, and/or other property, other than shall cease for any reason to constitute a merger majority of the Company members of the Board; and provided further that in which holders each of Common Stock immediately prior to the merger have foregoing cases, the same proportionate Change of Control also meets all of the requirements of a “change in the ownership of voting securities a corporation” within the meaning of Treasury Regulation §1.409A-3(i)(5)(v), a “change in the effective control of a corporation” within the meaning of Treasury Regulation §1.409A-3(i)(5)(vi) or a “a change in the ownership of a substantial portion of the surviving corporation immediately after the merger as they had corporation’s assets” within in the Common Stock immediately before; (d) any sale, lease, exchange, or other transfer (in one transaction or a series meaning of related transactions) of all or substantially all the assets or earning power of the Company; or (e) the Company’s shareholders or the Board approve(s) the liquidation or dissolution of the CompanyTreasury Regulation §1.409A-3(i)(5)(vii).

Change in Control. No amounts and benefits shall be payable hereunder unless there shall have been a Change As used in Control of the Company, as set forth below. For purposes of this Agreement, a “Change in Control” of the Company shall be deemed to have occurred as of the first day that any one or more of the following conditions shall have occurredif: (a) any natural Any person or entity (a “Person”), as such term is used in Section Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (other than (i) the Company and/or its wholly owned subsidiaries; (ii) any ESOP or other employee benefit plan of the Company and any trustee or other fiduciary in such capacity holding securities under such plan; (iii) any corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of stock of the Company; or (iv) any other Person, Person who, within the one (1) year prior to the event which would otherwise be a Change in Control, was is an executive officer of the CompanyCompany or any group of Persons of which he voluntarily is a part), 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 combined voting power of the Company’s then outstanding securities. For purposes hereofsecurities or such lesser percentage of voting power, but not less than 15%, as determined by the term “Independent Director” members of the Board of Directors of the Company who are independent directors (as defined in the New York Stock Exchange, Inc. Listed Company Manual); provided, however, that a Change in Control shall not be determined deemed to have occurred under the rules provisions of The NASDAQ Stock Marketthis subsection (a) by reason of the beneficial ownership of voting securities by members of the ▇▇▇▇▇▇▇▇ family (as defined below) unless and until the beneficial ownership of all members of the ▇▇▇▇▇▇▇▇ family (including any other individuals or entities who or which, together with any member or members of the ▇▇▇▇▇▇▇▇ family, are deemed under Sections 13(d) or 14(d) of the Exchange Act to constitute a single Person) exceeds 50% of the combined voting power of the Company’s then outstanding securities; (b) during During any two (2) two-year period after the following persons shall cease for any reason to constitute at least a majority of the Board: (i) directors Effective Date, Directors of the Company in office at the beginning of such period; and (ii) period plus any new director whose election by the Board, or whose nomination for election, was approved by Director (other than a vote of at least two-thirds of the directors still in office who were directors at the beginning of the two (2) year period or who themselves were nominated by persons described in this clause (ii); provided, however, any new director shall not include a director Director designated by a Person who has entered into an agreement with the Company to effect a transaction described in within the purview of subsections (a) or (c)) hereofwhose election by the Board of Directors of the Company or whose nomination for election by the Company’s shareholders was approved by a vote of at least two-thirds of the 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 shall cease for any reason to constitute at least a majority of the Board; (c) the The consummation of a (i) any consolidation or merger of the Company in which the Company is not the continuing or surviving corporation or otherwise does not have control over the combined entity or pursuant to which the Company’s voting common stock of the Company shares (the “Common StockShares”) would be converted into cash, securities, and/or other property, other than a merger of the Company in which holders of Common Stock Shares immediately prior to the merger have the same proportionate ownership of voting securities shares of the surviving corporation immediately after the merger as they had in the Common Stock Shares immediately before; ; or (dii) any sale, lease, exchange, or other transfer (in one transaction or a series of related transactions) of all or substantially all the assets or earning power of the Company; or (ed) the The Company’s shareholders or the Company’s Board approve(s) of Directors shall approve the liquidation or dissolution of the Company. As used in this Agreement, “members of the ▇▇▇▇▇▇▇▇ family” shall mean ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, his wife and children and their respective spouses and children, and all trusts created by or for the benefit of any of them.

Change in Control. No amounts and 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 Agreement, a “Change in Control” Control shall be deemed to have occurred as of the first day that any one or more of the following conditions shall have occurredmean: (a) the acquisition by any natural person individual, entity or entity group (a “Person”), as such term is used in within the meaning of Section 13(d13(d)(3) and 14(dor 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (other than a “Person”), of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% or more of either (i) the then-outstanding shares of common stock of the Company and/or its wholly owned subsidiaries; (the “Outstanding Company Common Stock”) or (ii) any employee benefit plan of the Company and any trustee or other fiduciary in such capacity holding securities under such plan; (iii) any corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of stock of the Company; or (iv) any other Person, who, within the one (1) year prior to the event which would otherwise be a Change in Control, was an executive officer of the Company), is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Act), directly or indirectly, of securities of the Company representing 20% or more of the combined voting power of the Company’s then then-outstanding securities. For purposes hereofvoting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that the following acquisitions shall not constitute a Change in Control: (A) any acquisition directly from the Company (excluding an acquisition by virtue of the exercise of a conversion privilege), (B) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company or (C) any acquisition by any corporation pursuant to a reorganization, merger or consolidation, if, following such reorganization, merger or consolidation, the term “Independent Director” shall be determined under the rules conditions described in subclauses (i), (ii) and (iii) of The NASDAQ Stock Market;subparagraph (c) of this sentence are satisfied; or (b) during any two if individuals who, as of the date hereof, constitute the Board (2the “Incumbent Board”) year period the following persons shall cease for any reason to constitute at least a majority of the Board: (i) directors of ; provided, however, that any individual becoming a director subsequent to the Company in office at the beginning of such period; and (ii) any new director date hereof whose election, or nomination for election by the Board, or whose nomination for electionCompany’s stockholders, was approved by a vote of at least two-thirds of the directors still in office who then constituting the Incumbent Board shall be considered as though such individual were directors at the beginning a member of the two (2) year period or who themselves were nominated by persons described in Incumbent Board, but excluding, for this clause (ii); provided, howeverpurpose, any new director shall not include such individual whose initial assumption of office occurs as a director designated result of either an actual or threatened election contest subject to Rule 14a-11 of Regulation 14A promulgated under the Exchange Act or other actual or threatened solicitation of proxies or consents by or on behalf of a Person who has entered into an agreement with other than the Company to effect a transaction described in subsections (a) or (c) hereof;Board; or (c) approval by the consummation of a consolidation or merger stockholders of the Company in which of a reorganization, merger or consolidation, unless following such reorganization, merger or consolidation (i) more than 60% of, respectively, the Company is not the continuing or surviving corporation or otherwise does not have control over the combined entity or pursuant to which the then-outstanding shares of common stock of the Company (corporation resulting from such reorganization, merger or consolidation and the “Common Stock”) would be converted into cash, securities, and/or other property, other than a merger combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company in which holders of Common Stock and Outstanding Company Voting Securities immediately prior to the merger have such reorganization, merger, or consolidation in substantially the same proportionate ownership proportions as their ownership, immediately prior to such reorganization, merger or consolidation, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be (for purposes of determining whether such percentage test is satisfied, there shall be excluded from the number of shares and voting securities of the surviving resulting corporation owned by the Company’s stockholders, but not from the total number of outstanding shares and voting securities of the resulting corporation, any shares or voting securities received by any such stockholder in respect of any consideration other than shares or voting securities of the Company); (ii) no Person (excluding the Company, any employee benefit plan (or related trust) of the Company, any qualified employee benefit plan of such corporation resulting from such reorganization, merger or consolidation and any Person beneficially owning, immediately after prior to such reorganization, merger or consolidation, directly or indirectly, 20% or more of the Outstanding Company Common Stock or Outstanding Company Voting Securities, as the case may be) beneficially owns, directly or indirectly, 30% or more of, respectively, the then-outstanding shares of common stock of the corporation resulting from such reorganization, merger as they had or consolidation or the combined voting power of the then-outstanding voting securities of such corporation entitled to vote generally in the Common Stock immediately before;election of directors; and (iii) at least a majority of the members of the board of directors of the corporation resulting from such reorganization, merger or consolidation were members of the Incumbent Board at the time of the execution of the initial agreement providing for such reorganization, merger or consolidation; or (d) any sale, lease, exchange, (i) approval by the stockholders of the Company of a complete liquidation or dissolution of the Company or (ii) the first to occur of (A) the sale or other transfer disposition (in one transaction or a series of related transactions) of all or substantially all of the assets of the Company, or earning (B) the approval by the stockholders of the Company of any such sale or disposition, other than, in each case, any such sale or disposition to a corporation, with respect to which immediately thereafter, (1) more than 60% of, respectively, the then-outstanding shares of common stock of such corporation and the combined voting power of the Company; or then-outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such sale or other disposition in substantially the same proportion as their ownership, immediately prior to such sale or other disposition, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be (e) for purposes of determining whether such percentage test is satisfied, there shall be excluded from the number of shares and voting securities of the transferee corporation owned by the Company’s shareholders stockholders, but not from the total number of outstanding shares and voting securities of the transferee corporation, any shares or voting securities received by any such stockholder in respect of any consideration other than shares or voting securities of the Company); (2) no Person (excluding the Company, any employee benefit plan (or related trust) of the Company, any qualified employee benefit plan of such transferee corporation and any Person beneficially owning, immediately prior to such sale or other disposition, directly or indirectly, 20% or more of the Outstanding Company Common Stock or Outstanding Company Voting Securities, as the case may be) beneficially owns, directly or indirectly, 30% or more of, respectively, the then-outstanding shares of common stock of such transferee corporation and the combined voting power of the then-outstanding voting securities of such transferee corporation entitled to vote generally in the election of directors; and (3) at least a majority of the members of the board of directors of such transferee corporation were members of the Incumbent Board approve(s) at the liquidation time of the execution of the initial agreement or dissolution action of the board providing for such sale or other disposition of assets of the Company.

Change in Control. No amounts and 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 Agreement, a “"Change in Control” " shall be deemed to have occurred if: (i) any one person, or more than one person acting as a group, acquires (or has acquired during the 12 month period ending on the date of the most recent acquisition) ownership of stock of the Company or the Bank possessing more than 50% of the total voting power of the Company's or the Bank's stock; provided, however, it is expressly acknowledged by the Executive that this provision shall not be applicable to any person who is, as of the first day that date of this agreement, a Director of the Company or the Bank; (ii) a majority of the members of the Company's or the Bank's Board of Directors is replaced during any 12 month period by directors whose appointment or election is not endorsed by a majority of the members of the Company's or the Bank's board prior to the date of the appointment or election; (iii) a merger or consolidation where the holders of the Bank's or the Company's voting stock immediately prior to the effective date of such merger or consolidation own less than 50% of the voting stock of the entity surviving such merger or consolidation. (iv) any one person, or more than one person acting as a group, acquires (or has acquired during the twelve month period ending on the date of the most recent acquisition by such person or persons) assets from the Bank that have a total fair market value greater than 50% of the total fair market value of all of the Bank's assets immediately before the acquisition or acquisitions; provided, however, transfer of assets which otherwise would satisfy the requirements of this subsection (iv) will not be treated as a change in the ownership of such assets if the assets are transferred to; (A) an entity, 50% or more of the following conditions shall have occurred:total value or voting power of which is owned, directly or indirectly by the Company or the Bank prior to the acquisition; (aB) any natural a person, or more than one person or entity (acting as a “Person”)group, as such term is used in Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Act”) (other than (i) the Company and/or its wholly owned subsidiaries; (ii) any employee benefit plan of the Company and any trustee or other fiduciary in such capacity holding securities under such plan; (iii) any corporation ownedthat owns, directly or indirectly, by 50% or more of the shareholders total value or voting power of all the outstanding stock of the Company in substantially or the same proportions as their ownership of stock of the Company; or (iv) any other Person, who, within the one (1) year Bank prior to the event which would otherwise be a Change in Controlacquisition; or (C) an entity, was an executive officer at least 50% of the Company)total value or voting power is owned, is directly or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Act)indirectly by a person who owns, directly or indirectly, of securities of the Company representing 2050% or more of the combined total value or voting power of all the Company’s then outstanding securities. For purposes hereof, the term “Independent Director” shall be determined under the rules of The NASDAQ Stock Market; (b) during any two (2) year period the following persons shall cease for any reason to constitute at least a majority stock of the Board: (i) directors Bank prior to the acquisition. Not withstanding the foregoing, a Change in Control shall not be deemed to occur as a result of any transaction whose primary purpose is to change the jurisdiction of incorporation of the Company in office at the beginning of such period; and (ii) any new director whose election by the Board, or whose nomination for election, was approved by a vote of at least two-thirds of the directors still in office who were directors at the beginning of the two (2) year period or who themselves were nominated by persons described in this clause (ii); provided, however, any new director shall not include a director designated by a Person who has entered into an agreement with the Company to effect a transaction described in subsections (a) or (c) hereof; (c) the consummation of a consolidation or merger of the Company in which the Company is not the continuing or surviving corporation or otherwise does not have control over the combined entity or pursuant to which the common stock of the Company (the “Common Stock”) would be converted into cash, securities, and/or other property, other than a merger of the Company in which holders of Common Stock immediately prior to the merger have the same proportionate ownership of voting securities of the surviving corporation immediately after the merger as they had in the Common Stock immediately before; (d) any sale, lease, exchange, or other transfer (in one transaction or a series of related transactions) of all or substantially all the assets or earning power of the Company; or (e) the Company’s shareholders or the Board approve(s) the liquidation or dissolution of the CompanyBank.

Change in Control. No amounts and benefits shall be payable hereunder unless there shall have been In the event of a Change in Control Control, the Restricted Stock Award will immediately vest and the Common Shares will be payable to the Employee within thirty days of the Company, as set forth belowChange of Control. For purposes of this Agreement, a “Change in Control” shall be deemed to have occurred as of the first day that any one or more of the following conditions shall have occurred: (a) any natural person or entity (a “Person”), as on such term is used in Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Act”) (other than (i) the Company and/or its wholly owned subsidiaries; (ii) any employee benefit plan of the Company and any trustee or other fiduciary in such capacity holding securities under such plan; (iii) any corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of stock of the Company; or (iv) any other Person, who, date within the 12-month period following the date that any one (1) year prior to the event which would otherwise be person, or more than one person acting as a Change in Control, was an executive officer of the Company), is or becomes the “beneficial owner” group (as defined in Rule 13d-3 under §1.409A-3(i)(5)(v)(B) of the ActTreasury Regulations), directly or indirectly, acquires ownership of securities of the Company representing 20% stock that represents twenty-five percent (25%) or more of the combined voting power of the Company’s then outstanding securities. For purposes hereofsecurities (the “Trigger Date”), that a majority of the term individuals who, as of the Trigger Date, constitute the Board (the “Independent Director” shall be determined under Incumbent Board”) are replaced by new members whose appointment or election is not endorsed by a majority of the rules members of The NASDAQ Stock Marketthe Incumbent Board before the date of such appointment or election; (b) during as of the date that any two one person, or more than one person acting as a group (as defined in §1.409A-3(i)(5)(v)(B) of the Treasury Regulations), acquires ownership of stock that, together with stock held by such person or group, constitutes more than 50% of either (1) the then outstanding shares of common stock of the Company or (2) year period the following persons shall cease for any reason to constitute at least a majority combined voting power of the Board: (i) directors then outstanding voting securities of the Company entitled to vote generally in office at the beginning election of such period; and (ii) any new director whose election by the Board, or whose nomination for election, was approved by a vote of at least two-thirds of the directors still in office who were directors at the beginning of the two (2) year period or who themselves were nominated by persons described in this clause (ii)directors; provided, however, if any new director one person or more than one person acting as a group, is considered to own more than fifty percent (50%) of the total fair market value or total voting power of the stock of the Company, the acquisition of additional stock by the same person or persons shall not include be considered to cause a director designated by a Person who has entered into an agreement with the Company to effect a transaction described Change in subsections (a) or (c) hereof;Control; or (c) the consummation date any one person, or more than one person acting as a group (as defined in §1.409A-3(i)(5)(v)(B) of a consolidation the Treasury Regulations), acquires (or merger has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) all, or substantially all, of the assets of the Company, except for any sale, lease exchange or transfer resulting from any action taken by any creditor of the Company in enforcing its rights or remedies against any assets of the Company in which such creditor holds a security interest. Provided further, a transfer of assets by the Company is shall not be treated as a Change in Control if the continuing or surviving corporation or otherwise does not have control over the combined entity or pursuant to which the common stock assets are transferred to: (i) A shareholder of the Company (immediately before the “Common Stock”asset transfer) would be converted into cash, securities, and/or other property, other than a merger of the Company in which holders of Common Stock immediately prior exchange for or with respect to the merger have the same proportionate ownership of voting securities of the surviving corporation immediately after the merger as they had in the Common Stock immediately beforeits stock; (dii) any saleAn entity, lease50% or more of the total value or voting power of which is owned, exchangedirectly or indirectly, by the Company; (iii) A person, or other transfer (in more than one transaction person acting as a group, that owns, directly or a series indirectly, 50% or more of related transactions) the total value or voting power of all or substantially all the assets or earning power outstanding stock of the Company; or (eiv) the Company’s shareholders or the Board approve(s) the liquidation or dissolution An entity, at least 50% of the Companytotal value or voting power of which is owned, directly or indirectly, by a person described in paragraph (iii) herein. For purposes of subsection (c) and except as otherwise provided in paragraph (i), a person’s status is determined immediately after the transfer of the assets.

Change in Control. No amounts and 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 Agreement, a “Change in Control” shall be deemed to have occurred as of the first day that any one or more of the following conditions shall have occurred: (a) any natural person or entity (a “Person”), as such term is used in Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Act”) (other than (i) the Company and/or its wholly owned subsidiaries; (ii) any employee benefit plan of the Company and any trustee or other fiduciary in such capacity holding securities under such plan; (iii) any corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of stock of the Company; or (iv) any other Person, who, within the one (1) year prior to the event which would otherwise be a Change in Control, was an executive officer of the Company), is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Act), directly or indirectly, of securities of the Company representing 20% or more of the combined voting power of the Company’s then outstanding securities, or such lesser percentage of voting power (but not less than 15%) as determined by the Independent Directors of the Company. For purposes hereof, the term “Independent Director” shall be determined under the rules of The NASDAQ Stock Market; (b) during any two (2) year period the following persons shall cease for any reason to constitute at least a majority of the Board: (i) directors of the Company in office at the beginning of such period; and (ii) any new director whose election by the Board, or whose nomination for election, was approved by a vote of at least two-thirds of the directors still in office who were directors at the beginning of the two (2) year period or who themselves were nominated by persons described in this clause (ii); provided, however, any new director shall not include a director designated by a Person who has entered into an agreement with the Company to effect a transaction described in subsections (a) or (c) hereof; (c) the consummation of a consolidation or merger of the Company in which the Company is not the continuing or surviving corporation or otherwise does not have control over the combined entity or pursuant to which the common stock of the Company (the “Common Stock”) would be converted into cash, securities, and/or other property, other than a merger of the Company in which holders of Common Stock immediately prior to the merger have the same proportionate ownership of voting securities of the surviving corporation immediately after the merger as they had in the Common Stock immediately before; (d) any sale, lease, exchange, or other transfer (in one transaction or a series of related transactions) of all or substantially all the assets or earning power of the Company; or (e) the Company’s shareholders or the Board approve(s) the liquidation or dissolution of the Company.

Change in Control. No amounts and benefits shall be payable hereunder unless there shall have been a Change in Control of the Company, as set forth below. (a) For purposes of this Agreement, a “Change in Control” shall mean an event of a nature that: (i) would be required to be reported in response to Item 5.01(a) of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”); or (ii) results in a Change in Control of the Bank or the Holding Company within the meaning of the Change in Bank Control Act and the Rules and Regulations promulgated by the Federal Deposit Insurance Corporation (“FDIC”) at 12 C.F.R. ss. 303.4(a) with respect to the Bank and the Rules and Regulations promulgated by the Office of Thrift Supervision (“OTS”) (or its predecessor agency), with respect to the Holding Company, as in effect on the date of this Agreement, or (iii) without limitation such a Change in Control shall be deemed to have occurred at such time as of the first day that any one or more of the following conditions shall have occurred: (aA) any natural person or entity “person” (a “Person”), as such the term is used in Section Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Act”) (other than (i) the Company and/or its wholly owned subsidiaries; (ii) any employee benefit plan of the Company and any trustee or other fiduciary in such capacity holding securities under such plan; (iii) any corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of stock of the Company; or (iv) any other Person, who, within the one (1) year prior to the event which would otherwise be a Change in Control, was an executive officer 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 Bank or the Holding Company representing 20% or more of the combined voting power Bank’s or the Holding Company’s outstanding securities except for any securities of the Company’s then outstanding securities. For purposes hereof, Bank purchased by the term Holding Company in connection with the conversion of the Bank to the stock form and any securities purchased by any tax qualified employee benefit plan of the Bank; or (B) individuals who constitute the Board of Directors on the date hereof (the “Independent Director” shall be determined under the rules of The NASDAQ Stock Market; (bIncumbent Board”) during any two (2) year period the following persons shall cease for any reason to constitute at least a majority of thereof, provided that any person becoming a director subsequent to the Board: (i) directors of the Company in office at the beginning of such period; and (ii) any new director date hereof whose election by the Board, or whose nomination for election, was approved by a vote of at least twothree-thirds quarters of the directors still in office who were directors at comprising the beginning Incumbent Board, or whose nomination for election by the Holding Company’s stockholders was approved by the same Nominating Committee serving under an Incumbent Board, shall be, for purposes of the two (2) year period or who themselves were nominated by persons described in this clause (iiB), considered as though he were a member of the Incumbent Board; provided, however, any new director shall not include a director designated by a Person who has entered into an agreement with the Company to effect a transaction described in subsections (a) or (cC) hereof; (c) the consummation a plan of a consolidation or merger of the Company in which the Company is not the continuing or surviving corporation or otherwise does not have control over the combined entity or pursuant to which the common stock of the Company (the “Common Stock”) would be converted into cashreorganization, securitiesmerger, and/or other propertyconsolidation, other than a merger of the Company in which holders of Common Stock immediately prior to the merger have the same proportionate ownership of voting securities of the surviving corporation immediately after the merger as they had in the Common Stock immediately before; (d) any sale, lease, exchange, or other transfer (in one transaction or a series of related transactions) sale of all or substantially all the assets or earning power of the Company; or (e) the Company’s shareholders Bank or the Board approve(sHolding Company or similar transaction occurs in which the Bank or Holding Company is not the resulting entity; or (D) the liquidation or dissolution solicitations of shareholders of the Holding Company, by someone other than the current management of the Holding Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Holding Company or Bank or similar transaction with one or more corporations as a result of which the outstanding shares of the class of securities then subject to the plan or transaction are exchanged for or converted into cash or property or securities not issued by the Bank or the Holding Company shall be distributed; or (E) a tender offer is made for 20% or more of the voting securities of the Bank or the Holding Company.

Change in Control. No amounts and 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 Agreement, a “Change in Control” shall be deemed to have occurred if: (i) any one person, or more than one person acting as a group, acquires (or has acquired during the 12 month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the Company or the Bank possessing more than 50% of the total voting power of the Company’s or the Bank’s stock; provided, however, it is expressly acknowledged by the Executive that this provision shall not be applicable to any person who is, as of the first day that date of this Agreement, a Director of the Company or the Bank; (ii) a majority of the members of the Company’s Board of Directors is replaced during any 12 month period by directors whose appointment for election is not endorsed by a majority of the members of the Company’s board prior to the date of the appointment or election; (iii) a merger or consolidation where the holders of the Bank’s or the Company’s voting stock immediately prior to the effective date of such merger or consolidation own less than 50% of the voting stock of the entity surviving such merger or consolidation; (iv) any one person, or more than one person acting as a group, acquired (or has acquired during the twelve month period ending on the date of the following conditions shall most recent acquisition by such person or persons) assets from the Bank that have occurreda total gross fair market value greater than 50% of the total gross fair market value of all of the Bank’s assets immediately before the acquisition or acquisitions; provided, however, transfer of assets which otherwise would satisfy the requirements of this subsection (iv) will not be treated as a Change in Control if the assets are transferred to: (a) any natural person or entity (a “Person”), as such term is used in Section 13(d) and 14(d) shareholder of the Securities Exchange Act of 1934Bank (immediately before the asset transfer) in exchange for or with respect to its stock; (b) an entity, as amended (the “Act”) (other than (i) the Company and/or its wholly owned subsidiaries; (ii) any employee benefit plan 50% or more of the Company and any trustee total value or other fiduciary in such capacity holding securities under such plan; (iii) any corporation voting power of which is owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions Bank; (c) a person, or more than one person acting as their ownership of stock of the Company; or (iv) any other Persona group, who, within the one (1) year prior to the event which would otherwise be a Change in Control, was an executive officer of the Company), is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Act)that owns, directly or indirectly, of securities of the Company representing 2050% or more of the combined total value or voting power of all the Company’s then outstanding securities. For purposes hereof, the term “Independent Director” shall be determined under the rules of The NASDAQ Stock Market; (b) during any two (2) year period the following persons shall cease for any reason to constitute at least a majority of the Board: (i) directors of the Company in office at the beginning of such period; and (ii) any new director whose election by the Board, or whose nomination for election, was approved by a vote of at least two-thirds of the directors still in office who were directors at the beginning of the two (2) year period or who themselves were nominated by persons described in this clause (ii); provided, however, any new director shall not include a director designated by a Person who has entered into an agreement with the Company to effect a transaction described in subsections (a) or (c) hereof; (c) the consummation of a consolidation or merger of the Company in which the Company is not the continuing or surviving corporation or otherwise does not have control over the combined entity or pursuant to which the common stock of the Company (the “Common Stock”) would be converted into cash, securities, and/or other property, other than a merger of the Company in which holders of Common Stock immediately prior to the merger have the same proportionate ownership of voting securities of the surviving corporation immediately after the merger as they had in the Common Stock immediately before;Bank; or (d) any salean entity, leaseat least 50% of the total value or voting power is owned, exchangedirectly or indirectly by a person, or other transfer (more than one person acting as a group, that owns, directly or indirectly, 50% or more of the total value or voting power of all the outstanding stock of the Bank. Each event comprising a Change in one transaction Control is intended to constitute a “change in ownership or effective control”, or a series “change in the ownership of related transactions) of all or substantially all the assets or earning power a substantial portion of the Company; or (e) assets,” of the Company’s shareholders Company or the Board approve(s) the liquidation or dissolution Bank as such terms are defined for purposes of Section 409A of the CompanyInternal Revenue Code and “Change in Control” as used herein shall be interpreted consistently therewith. Notwithstanding the foregoing, a Change in Control shall not be deemed to occur as a result of any transaction which merely changes the jurisdiction of incorporation of the Company or the Bank.

Change in Control. No amounts and 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 Agreement, a “Change in Control” Control shall be deemed to have occurred as of the first day that any one or more mean an occurrence of the following conditions shall have occurredduring the Term: (ai) The “acquisition” by any natural person or entity (a “Person”), ” (as such the term person is used in for purposes of Section 13(d) and or 14(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act”)) of “Beneficial Ownership” (other than within the meaning of Rule 13d-3 promulgated under the ▇▇▇▇ ▇▇▇) of any securities of Company which generally entitles the holder thereof to vote for the election of directors of Company (ithe “Voting Securities”) which, when added to the Company and/or its wholly owned subsidiaries; (ii) any employee benefit plan of the Company and any trustee or other fiduciary Voting Securities then “Beneficially Owned” by such Person, would result in such capacity holding securities under such plan; Person either “Beneficially Owning” fifty percent (iii50%) any corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of stock of the Company; or (iv) any other Person, who, within the one (1) year prior to the event which would otherwise be a Change in Control, was an executive officer of the Company), is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Act), directly or indirectly, of securities of the Company representing 20% or more of the combined voting power of the Company’s then outstanding securities. For Voting Securities or having the ability to elect fifty percent (50%) or more of Company’s directors; provided, however, that for purposes hereofof this paragraph (i) of Section 6(i), a Person shall not be deemed to have made an acquisition of Voting Securities if such Person: (a) becomes the term “Independent Director” shall be determined under Beneficial Owner of more than the rules permitted percentage of The NASDAQ Stock Market; Voting Securities solely as a result of open market acquisition of Voting Securities by Company which, by reducing the number of Voting Securities outstanding, increases the proportional number of shares Beneficially Owned by such Person; (b) during is Company or any two corporation or other Person of which a majority of its voting power or its equity securities or equity interest is owned directly or indirectly by Company (2a “Controlled Entity”); (c) year period acquires Voting Securities in connection with a “Non Control Transaction” (as defined in paragraph (iii) of this Section 6(i)); or (d) becomes the following persons shall Beneficial Owner of more than the permitted percentage of Voting Securities as a result of a transaction approved by a majority of the Incumbent Board (as defined in paragraph (ii) below); or (ii) The individuals who, as of the Effective Date, are members of the Board (the “Incumbent Board”), cease for any reason to constitute at least a majority of the Board: (i) directors ; provided, however, that if either the election of the Company in office at the beginning of such period; and (ii) any new director whose election by or the Board, or whose nomination for election, election of any new director by Company’s stockholders was approved by a vote of at least two-thirds a majority of the directors still in office who were directors at the beginning Incumbent Board, such new director shall be considered as a member of the two 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 ▇▇▇▇ ▇▇▇) or other actual or threatened solicitation of proxies or consents 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; or (iii) The consummation of a merger, consolidation or reorganization involving Company (a “Business Combination”), unless (1) the stockholders of Company, immediately before the Business Combination, own, directly or indirectly immediately following the Business Combination, at least fifty percent (50%) of the combined voting power of the outstanding voting securities of the corporation resulting from the Business Combination (the “Surviving Corporation”) in substantially the same proportion as their ownership of the Voting Securities immediately before the Business Combination, and (2) year period or the individuals who themselves were nominated by persons described in this clause (ii); provided, however, any new director shall not include a director designated by a Person who has entered into an agreement with the Company to effect a transaction described in subsections (a) or (c) hereof; (c) the consummation of a consolidation or merger members of the Company in which the Company is not the continuing or surviving corporation or otherwise does not have control over the combined entity or pursuant to which the common stock of the Company (the “Common Stock”) would be converted into cash, securities, and/or other property, other than a merger of the Company in which holders of Common Stock Incumbent Board immediately prior to the merger have execution of the same proportionate ownership agreement providing for the Business Combination constitute at least a majority of the members of the Board of Directors of the Surviving Corporation, and (3) no Person (other than (x) Company or any Controlled Entity, (y) a trustee or other fiduciary holding securities under one or more employee benefit plans or arrangements (or any trust forming a part thereof) maintained by Company, the Surviving Corporation or any Controlled Entity, or (z) any Person who, immediately prior to the Business Combination, had Beneficial Ownership of fifty percent (50%) or more of the then outstanding Voting Securities) has Beneficial Ownership of fifty percent (50%) or more of the combined voting power of the Surviving Corporation’s then outstanding voting securities (a Business Combination described in clauses (1), (2) and (3) of the surviving corporation immediately after the merger this paragraph shall be referred to as they had in the Common Stock immediately beforea “Non-Control Transaction”); (div) any sale, lease, exchange, A complete liquidation or dissolution of Company; or (v) The sale or other transfer (in one transaction or a series of related transactions) disposition of all or substantially all of the assets of Company to any Person (other than a transfer to a Controlled Entity). Notwithstanding the foregoing, if Employee’s employment is terminated and Employee reasonably demonstrates that such termination (x) was at the request of a third party who has indicated an intention or earning power has taken steps reasonably calculated to effect a Change in Control and who effectuates a Change in Control or (y) otherwise occurred in connection with, or in anticipation of, a Change in Control which actually occurs, then for all purposes hereof, the date of a Change in Control with respect to Employee shall mean the date immediately prior to the date of such termination of employment. A Change in Control shall not be deemed to occur solely because fifty percent (50%) or more of the Company; or then outstanding Voting Securities is Beneficially Owned by (ex) a trustee or other fiduciary holding securities under one or more employee benefit plans or arrangements (or any trust forming a part thereof) maintained by Company or any Controlled Entity or (y) any corporation which, immediately prior to its acquisition of such interest, is owned directly or indirectly by the stockholders of Company in substantially the same proportion as their ownership of stock in Company immediately prior to such acquisition. Any event that would otherwise constitute a Change in Control shall not be deemed to be a Change in Control if (i) the Company’s shareholders or Incumbent Board continues to constitute a majority of the Board approve(s(ii) the liquidation or dissolution ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ continues to serve as Chairman of the CompanyBoard and Chief Executive Officer, and (iii) Employee maintains his same position of employment and reporting relationship with the Company after such event for a period of at least two years.

Change in Control. No amounts and 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 Agreement, a “A Change in Control” shall " will be deemed to have occurred as of the first day that if any one or more of the following conditions shall have occurredevents occur, after the Effective Date: (ai) any natural person Any "person" or entity "group" (a “Person”), as such term is used in Section within the meaning of subsection 13(d) and 14(dparagraph 14(d)(2) of the Securities Exchange Act of 1934, ▇▇▇▇ ▇▇▇) is or becomes the beneficial owner (as amended (defined in Rule l3d-3 under the “1934 Act”) (other than (i) the Company and/or its wholly owned subsidiaries; (ii) any employee benefit plan of the Company and any trustee or other fiduciary in such capacity holding securities under such plan; (iii) any corporation owned), directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such a Person any securities acquired directly from the Company or its affiliates) representing more than twenty percent (20%) of the combined voting power of the Company's then outstanding securities, excluding any person who becomes such a beneficial owner in connection with a transaction described in Clause (1) of Paragraph (ii) below; or (ii) There is consummated a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation, other than (1) a merger or consolidation that would result in the voting securities of the Company outstanding immediately prior to that merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least sixty percent (60%) of the combined voting power of the securities of the Company or the surviving entity or its parent outstanding immediately after the merger or consolidation, or (2) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no person is or becomes the beneficial owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such a Person any securities acquired directly from the Company or its affiliates other than in connection with the acquisition by the Company or its affiliates of a business) representing twenty percent (20%) or more of the combined voting power of the Company's then outstanding securities; or (iii) During any period of two consecutive years, individuals who at the beginning of that period constitute the Board of Directors 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 Company's shareholders was approved or recommended by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of that period or whose appointment, election, or nomination for election was previously so approved or recommended cease for any reason to constitute a majority of the Board of Directors; or (iv) The shareholders of the Company approve a plan of complete liquidation or dissolution of the Company or there is consummated an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets, other than a sale or disposition by the Company of all or substantially all of the Company's assets to an entity, at least sixty percent (60%) of the combined voting power of the voting securities of which are owned by shareholders of the Company in substantially the same proportions as their ownership of stock of the Company; or (iv) any other Person, who, within the one (1) year prior to the event which would otherwise be a Change in Control, was an executive officer of the Company), is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Act), directly or indirectly, of securities of the Company representing 20% or more of the combined voting power of the Company’s then outstanding securities. For purposes hereof, the term “Independent Director” shall be determined under the rules of The NASDAQ Stock Market; (b) during any two (2) year period the following persons shall cease for any reason to constitute at least a majority of the Board: (i) directors of the Company in office at the beginning of such period; and (ii) any new director whose election by the Board, or whose nomination for election, was approved by a vote of at least two-thirds of the directors still in office who were directors at the beginning of the two (2) year period or who themselves were nominated by persons described in this clause (ii); provided, however, any new director shall not include a director designated by a Person who has entered into an agreement with the Company to effect a transaction described in subsections (a) or (c) hereof; (c) the consummation of a consolidation or merger of the Company in which the Company is not the continuing or surviving corporation or otherwise does not have control over the combined entity or pursuant to which the common stock of the Company (the “Common Stock”) would be converted into cash, securities, and/or other property, other than a merger of the Company in which holders of Common Stock immediately prior to the merger have the same proportionate ownership of voting securities of the surviving corporation immediately after the merger as they had in the Common Stock immediately before; (d) any sale, lease, exchange, or other transfer (in one transaction or a series of related transactions) of all or substantially all the assets or earning power of the Company; or (e) the Company’s shareholders or the Board approve(s) the liquidation or dissolution of the Company.

Change in Control. (a) No amounts and benefits compensation shall be payable hereunder under this Agreement unless and until (i) there shall have has been a Change in Control of the Company, as set forth below. 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 as on the first to occur of the first day that following: (i) The date any entity or person shall have become the beneficial owner of, or shall have obtained voting control over, fifty-one percent (51%) or more of the following conditions shall have occurred: (a) any natural person or entity (a “Person”), as such term is used in Section 13(d) and 14(d) outstanding Common Stock of the Securities Exchange Act of 1934, as amended (the “Act”) (other than (i) the Company and/or its wholly owned subsidiaries; Company; (ii) any employee benefit plan of the Company and any trustee or other fiduciary in such capacity holding securities under such plan; (iii) any corporation owned, directly or indirectly, by The date the shareholders of the Company in substantially approve a definitive agreement (A) to merge or consolidate the same proportions as their ownership of stock of the Company; Company with or into another corporation or other business entity (iv) any other Personfor these purposes, whoeach, within the one (1) year prior to the event which would otherwise be a Change in Control, was an executive officer of the Company"corporation"), is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Act), directly or indirectly, of securities of the Company representing 20% or more of the combined voting power of the Company’s then outstanding securities. For purposes hereof, the term “Independent Director” shall be determined under the rules of The NASDAQ Stock Market; (b) during any two (2) year period the following persons shall cease for any reason to constitute at least a majority of the Board: (i) directors of the Company in office at the beginning of such period; and (ii) any new director whose election by the Board, or whose nomination for election, was approved by a vote of at least two-thirds of the directors still in office who were directors at the beginning of the two (2) year period or who themselves were nominated by persons described in this clause (ii); provided, however, any new director shall not include a director designated by a Person who has entered into an agreement with the Company to effect a transaction described in subsections (a) or (c) hereof; (c) the consummation of a consolidation or merger of the Company in which the Company is not the continuing or surviving corporation or otherwise does not have control over the combined entity or pursuant to which the common stock any shares of Common Stock of the Company (the “Common Stock”) would be converted into cash, securities, and/or securities or other propertyproperty of another corporation, other than a merger or consolidation of the Company in which holders of Common Stock immediately prior to the merger or consolidation have the same proportionate ownership of voting securities Common Stock of the surviving corporation immediately after the merger as they had in the Common Stock immediately before; (d) any sale, lease, exchange, or other transfer (in one transaction B) to sell or a series of related transactions) otherwise dispose of all or substantially all the assets or earning power of the Company; or (eiii) 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 's shareholders or of each new director was approved by the Board approve(s) the liquidation or dissolution vote of two-thirds of the Companydirectors then still in office who were in office at the beginning of the 12-month period.

Change in Control. No amounts and benefits shall be payable hereunder unless there shall have been a Change As used in Control of the Company, as set forth below. For purposes of this Agreement, a “Change in Control” shall be deemed to have occurred as of the first day that any one or more of the following conditions shall have occurredif: (a) any natural person or entity group of persons (a “Person”), as such term is used in within the meaning of Section 13(d) and 14(d) of the Securities Exchange Act of 1934, 1934 as amended (the “Act”) ()), other than (i) the Company and/or its wholly owned subsidiaries; (ii) any NWLGI or a subsidiary of NWLGI or an employee benefit plan sponsored by NWLGI or a subsidiary of the Company and any trustee or other fiduciary in such capacity holding securities under such plan; (iii) any corporation ownedNWLGI, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their acquires beneficial ownership of stock of the Company; or (iv) any other Person, who, within the one (1) year prior to the event which would otherwise be a Change in Control, was an executive officer of the Company), is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Act), Section 13(d) (directly or indirectly, ) of securities of the Company representing 20% (i) 50 percent or more of the combined voting power outstanding securities of NWLGI entitled to vote in the elections of directors (or securities or rights convertible into or exchangeable for such securities) (“Stock”) of NWLGI, or (ii) Stock having a total number of votes that may be cast and elect a majority of the Company’s then outstanding securities. For purposes hereof, the term “Independent Director” shall be determined under the rules directors of The NASDAQ Stock Market;NWLGI; or (b) during any two (2) year period the following persons there shall cease for any reason to constitute at least have been a change in a majority of the Board: (i) directors members of the Company in office at Board of Directors of NWLGI within a twelve month period, unless the beginning election or nomination for election by NWLGI’s stockholders of such period; and (ii) any each new director whose election by the Board, or whose nomination for election, during such twelve month period was approved by a the vote of at least two-thirds of the directors then still in office who were directors at the beginning of the two (2) year period or who themselves were nominated by persons described in this clause (ii)such twelve month period; provided, however, any new director shall not include a director designated by a Person who has entered into an agreement with the Company to effect a transaction described in subsections (a) or (c) hereof;or (c) the consummation stockholders of a consolidation NWLGI or merger NWLIC shall approve (i) any consolidation, merger, or other reorganization of the Company NWLGI or NWLIC in which the Company NWLGI or NWLIC is not the continuing or surviving corporation or otherwise does not have control over the combined entity or pursuant to which the common stock shares of the Company (the “Common Stock”) Stock would be converted into cash, securities, and/or or other property, other than a merger of the Company NWLGI in which holders of Common Stock immediately prior to the merger have either the same proportionate ownership of voting securities common stock of the surviving corporation immediately after the merger as they had in immediately before or have more than 50 percent of the Common Stock ownership of voting common stock of the surviving corporation immediately before; after the merger, or (dii) any sale, lease, exchange, or other transfer (in one transaction or a series of related transactions) transactions of all 50 percent or substantially all more of the assets of NWLGI or earning power of the CompanyNWLIC; or (ed) the Company’s shareholders or the Board approve(s) the there shall occur a liquidation or dissolution of the CompanyNWLGI or NWLIC.

Change in Control. No amounts and benefits shall be payable hereunder unless there shall have been a Change As used in Control of the Company, as set forth below. For purposes of this Agreement, a “Change in Control” of the Company shall be deemed to have occurred as of the first day that any one or more of the following conditions shall have occurredif: (a) any natural Any person or entity (a “Person”), as such term is used in Section Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (other than (i) the Company and/or its wholly owned subsidiaries; (ii) any ESOP or other employee benefit plan of the Company and any trustee or other fiduciary in such capacity holding securities under such plan; (iii) any corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of stock of the Company; or (iv) any other Person, Person who, within the one (1) year prior to the event which would otherwise be a Change in Control, was is an executive officer of the CompanyCompany or any group of Persons of which he voluntarily is a part), 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 combined voting power of the Company’s then outstanding securities. For purposes hereofsecurities or such lesser percentage of voting power, but not less than 15%, as determined by the term “Independent Director” shall be determined under members of the rules Board of The NASDAQ Directors of the Company who are independent directors (as defined in the New York Stock MarketExchange, Inc. Listed Company Manual); (b) during During any two (2) two-year period after the following persons shall cease for any reason to constitute at least a majority of the Board: (i) directors Effective Date, Directors of the Company in office at the beginning of such period; and (ii) period plus any new director whose election by the Board, or whose nomination for election, was approved by Director (other than a vote of at least two-thirds of the directors still in office who were directors at the beginning of the two (2) year period or who themselves were nominated by persons described in this clause (ii); provided, however, any new director shall not include a director Director designated by a Person who has entered into an agreement with the Company to effect a transaction described in within the purview of subsections (a) or (c)) hereofwhose election by the Board of Directors of the Company or whose nomination for election by the Company’s shareholders was approved by a vote of at least two-thirds of the 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 shall cease for any reason to constitute at least a majority of the Board; (c) the The consummation of a (i) any consolidation or merger of the Company in which the Company is not the continuing or surviving corporation or otherwise does not have control over the combined entity or pursuant to which the Company’s voting common stock of the Company shares (the “Common StockShares”) would be converted into cash, securities, and/or other property, other than a merger of the Company in which holders of Common Stock Shares immediately prior to the merger have the same proportionate ownership of voting securities shares of the surviving corporation immediately after the merger as they had in the Common Stock Shares immediately before; ; or (dii) any sale, lease, exchange, or other transfer (in one transaction or a series of related transactions) of all or substantially all the assets or earning power of the Company; or (ed) the The Company’s shareholders or the Company’s Board approve(s) of Directors shall approve the liquidation or dissolution of the Company.

Change in Control. No amounts and benefits shall be payable hereunder unless there shall have been In the event of a Change in Control of Control, the Company, as set forth belowReelection Grant Shares will immediately vest. For purposes of this Agreement, a “Change in Control” shall be deemed to have occurred as of the first day that any one or more of the following conditions shall have occurred: (a) any natural person or entity (a “Person”), as on such term is used in Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Act”) (other than (i) the Company and/or its wholly owned subsidiaries; (ii) any employee benefit plan of the Company and any trustee or other fiduciary in such capacity holding securities under such plan; (iii) any corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of stock of the Company; or (iv) any other Person, who, date within the 12-month period following the date that any one (1) year prior to the event which would otherwise be person, or more than one person acting as a Change in Control, was an executive officer of the Company), is or becomes the “beneficial owner” group (as defined in Rule 13d-3 under §1.409A-3(i)(5)(v)(B) of the ActTreasury Regulations), directly or indirectly, acquires ownership of securities of the Company representing 20% stock that represents twenty-five percent (25%) or more of the combined voting power of the Company’s then outstanding securities. For purposes hereofsecurities (the “Trigger Date”), that a majority of the term individuals who, as of the Trigger Date, constitute the Board (the “Independent Director” shall be determined under Incumbent Board”) are replaced by new members whose appointment or election is not endorsed by a majority of the rules members of The NASDAQ Stock Marketthe Incumbent Board before the date of such appointment or election; (b) during as of the date that any two one person, or more than one person acting as a group (as defined in §1.409A-3(i)(5)(v)(B) of the Treasury Regulations), acquires ownership of stock that, together with stock held by such person or group, constitutes more than 50% of either (1) the then outstanding shares of common stock of the Company or (2) year period the following persons shall cease for any reason to constitute at least a majority combined voting power of the Board: (i) directors then outstanding voting securities of the Company entitled to vote generally in office at the beginning election of such period; and (ii) any new director whose election by the Board, or whose nomination for election, was approved by a vote of at least two-thirds of the directors still in office who were directors at the beginning of the two (2) year period or who themselves were nominated by persons described in this clause (ii)directors; provided, however, if any new director one person or more than one person acting as a group, is considered to own more than fifty percent (50%) of the total fair market value or total voting power of the stock of the Company, the acquisition of additional stock by the same person or persons shall not include be considered to cause a director designated by a Person who has entered into an agreement with the Company to effect a transaction described Change in subsections (a) or (c) hereof;Control; or (c) the consummation date any one person, or more than one person acting as a group (as defined in §1.409A-3(i)(5)(v)(B) of a consolidation the Treasury Regulations), acquires (or merger has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) all, or substantially all, of the assets of the Company, except for any sale, lease exchange or transfer resulting from any action taken by any creditor of the Company in enforcing its rights or remedies against any assets of the Company in which such creditor holds a security interest. Provided further, a transfer of assets by the Company is shall not be treated as a Change in Control if the continuing or surviving corporation or otherwise does not have control over the combined entity or pursuant to which the common stock assets are transferred to: (i) A shareholder of the Company (immediately before the “Common Stock”asset transfer) would be converted into cash, securities, and/or other property, other than a merger of the Company in which holders of Common Stock immediately prior exchange for or with respect to the merger have the same proportionate ownership of voting securities of the surviving corporation immediately after the merger as they had in the Common Stock immediately beforeits stock; (dii) any saleAn entity, lease50% or more of the total value or voting power of which is owned, exchangedirectly or indirectly, by the Company; (iii) A person, or other transfer (in more than one transaction person acting as a group, that owns, directly or a series indirectly, 50% or more of related transactions) the total value or voting power of all or substantially all the assets or earning power outstanding stock of the Company; or (eiv) the Company’s shareholders or the Board approve(s) the liquidation or dissolution An entity, at least 50% of the Companytotal value or voting power of which is owned, directly or indirectly, by a person described in paragraph (iii) herein. For purposes of subsection (c) and except as otherwise provided in paragraph (i), a person’s status is determined immediately after the transfer of the assets.

Change in Control. No amounts and benefits (a) The definition of a "Change in Control" of the Company for purposes of this Agreement shall be payable hereunder unless there shall have been a Change in Control as determined, prospectively, from time to time, by the Board, pursuant to the affirmative vote of at least two-thirds of those members of the CompanyBoard (i) who have served on the Board for at least two years prior to such determination, as set forth belowand (ii) whose election, or nomination for election, during such two-year period was approved by a vote of at least two-thirds of the directors then in office who were directors at the beginning of such two-year period. For Written notice of any such determination, or modification of a previous determination, shall be provided promptly to the Executive. (b) In the event that at any time during the term of this Agreement the Board has not established a definition of "Change of Control" pursuant to Section 1(a), for purposes of this Agreement, a “"Change in Control” " of the Company shall be deemed to have occurred upon (i) the acquisition at any time by a "person" or "group" (as of the first day that any one or more of the following conditions shall have occurred: (a) any natural person or entity (a “Person”), as such term is used in Section Sections 13(d) and 14(d14(d)(2) of the Securities Exchange Act of 1934, as amended (the “"Exchange Act”")) (other than (i) excluding, for this purpose, the Company and/or or any of its wholly owned subsidiaries; (ii) , any employee benefit plan of the Company and or any trustee or other fiduciary in such capacity of its subsidiaries, an underwriter temporarily holding securities under pursuant to such plan; (iii) any securities, or a corporation owned, directly or indirectly, by the shareholders stockholders of the Company in substantially the same proportions as their ownership of stock of the Company; or (iv) any other Person, who, within the one (1) year prior to the event which would otherwise be a Change in Control, was an executive officer of the Company), is or becomes the “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 combined voting power in the election of directors of the then-outstanding securities of the Company or any successor of the Company’s then outstanding securities. For purposes hereof; (ii) the termination of service as directors, the term “Independent Director” shall be determined under the rules of The NASDAQ Stock Market; (b) during any two (2) year period the following persons shall cease 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 Board: (i) directors , unless the election of the Company in office at the beginning or nomination for election of such period; and (ii) any each new director whose election by the Board, or whose nomination for election, during such period was approved by a vote of at least two-thirds of the directors still in office who were directors at the beginning of the two period; (2iii) year period or who themselves were nominated approval by persons described in this clause (ii); provided, however, any new director shall not include a director designated by a Person who has entered into an agreement with the Company to effect a transaction described in subsections (a) or (c) hereof; (c) the consummation of a consolidation or merger stockholders of the Company in which of liquidation of the Company is not Company; (iv) approval by the continuing or surviving corporation or otherwise does not have control over the combined entity or pursuant to which the common stock stockholders of the Company (the “Common Stock”) would be converted into cash, securities, and/or other property, other than a merger and consummation of the Company in which holders of Common Stock immediately prior to the merger have the same proportionate ownership of voting securities of the surviving corporation immediately after the merger as they had in the Common Stock immediately before; (d) any sale, lease, exchangesale or disposition, or other transfer (in one transaction or a series of related transactions) sales or dispositions, of all 50% or substantially all more of the assets or earning power of the Company; or or (ev) approval by the Company’s shareholders or the Board approve(s) the liquidation or dissolution stockholders of the CompanyCompany and consummation of any merger or consolidation or 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.

Change in Control. No amounts and 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 Agreement, a “Change change in Controlcontrol” of the Company shall be deemed to have occurred as of the first day that if any one or more of the following conditions shall have occurredevents occur: (aA) an acquisition after the date of this Agreement by any natural person individual, entity or entity group (a “Person”), as such term is used in within the meaning of Section 13(d13(d)(3) and 14(dor 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (other than (i) the Company and/or its wholly owned subsidiaries; (ii) any employee benefit plan of the Company and any trustee or other fiduciary in such capacity holding securities under such plan; beneficial ownership (iii) any corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of stock of the Company; or (iv) any other Person, who, within the one (1) year prior to the event which would otherwise be a Change in Control, was an executive officer meaning of the Company), is or becomes the “beneficial owner” (as defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, ) of securities of the Company representing 20% fifty percent (50%) or more of the combined voting power of the Company’s then outstanding securities. For voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes hereofof this definition, the term “Independent Director” following transactions shall be determined under not constitute a change in control: (a) any acquisition by the rules Company or by an employee benefit plan (or related trust) sponsored or maintained by the Company or an affiliate, (b) any acquisition by a lender to the Company pursuant to a debt restructuring of The NASDAQ Stock Marketthe Company, (c) any acquisition by, or consummation of a Corporate Transaction with, an affiliate of the Company, or (d) a Non-Control Transaction; (bB) during any two A change in the composition of the board of directors of the Company such that the individuals who, as of the date hereof, constitute the board of directors of the Company (2such Board shall be hereinafter referred to as the “Incumbent Board”) year period the following persons shall cease for any reason to constitute at least a majority of the Board: board of directors of the Company; provided, however, for purposes of this clause (i) B), any individual who becomes a member of the board of directors of the Company in office at subsequent to the beginning of such period; and (ii) any new director date hereof whose election, or nomination for election by the Board, or whose nomination for electionCompany’s stockholders, was approved by a vote of at least two-thirds a majority of those individuals who are members of the board of directors still in office who were directors at the beginning of the two (2) year period or who themselves were nominated by persons described in this clause (ii); provided, however, any new director shall not include a director designated by a Person who has entered into an agreement with the Company to effect a transaction described in subsections (a) or (c) hereof; (c) the consummation of a consolidation or merger of the Company in which and who were also members of the Company is not the continuing Incumbent Board (or surviving corporation or otherwise does not have control over the combined entity or deemed to be such pursuant to which this provision) shall be considered as though such individual were a member of the common stock Incumbent Board; but, provided, further, that any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the board of directors of the Company (the “Common Stock”) would shall not be converted into cash, securities, and/or other property, other than so considered as a merger member of the Company in which holders of Common Stock immediately prior to the merger have the same proportionate ownership of voting securities of the surviving corporation immediately after the merger as they had in the Common Stock immediately before;Incumbent Board; or (dC) any saleConsummation of a reorganization, lease, exchange, merger or consolidation or sale or other transfer (in one transaction or a series of related transactions) disposition of all or substantially all of the assets of the Company (a “Corporate Transaction”), in each case, unless the Corporate Transaction is a Non-Control Transaction; or earning For purposes of the foregoing, “Non-Control Transaction” means a Corporate Transaction as a result of which the Outstanding Company Voting Securities immediately prior to such Corporate Transaction would entitle the holders thereof immediately prior to such Corporate Transaction to exercise, directly or indirectly, more than fifty percent (50%) of the combined voting power of all of the shares of capital stock entitled to vote generally in election of directors of the corporation resulting from such Corporate Transaction immediately after such Corporate Transaction (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company; or (e) the Company’s shareholders assets either directly or the Board approve(s) the liquidation through one or dissolution of the Companymore subsidiaries).

Change in Control. No amounts and 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 Agreement, a “the term ----------------- "Change in Control” " shall be deemed to have occurred as of the first day that any one or more of the following conditions shall have occurred: mean (ai) any natural person or entity (a “Person”), "person" as such term is used in Section Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended 1934 (the “"Act”") (other than (i) the Company and/or its wholly owned subsidiaries; (ii) Company, any trustee or other fiduciary holding securities under any employee benefit plan of the Company and Company, or any trustee or other fiduciary in such capacity holding securities under such plan; (iii) any corporation company owned, directly or indirectly, by the shareholders stockholders of the Company in substantially the same proportions as their ownership of common stock of the Company; or (iv) any other Person, who, within the one (1) year prior to the event which would otherwise be a Change in Control, was an executive officer of the Company), is or becomes becoming the “"beneficial owner” " (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 20% twenty-five percent (25%) or more of the combined voting power of the Company’s 's then outstanding securities. For purposes hereof, the term “Independent Director” shall be determined under the rules of The NASDAQ Stock Market; ; (bii) during any period of two (2) year period the following persons shall cease for any reason to constitute at least a majority of the Board: (i) directors of the Company in office consecutive years, individuals who at the beginning of such period; period constitute the Board, and (ii) any new director whose election by the Board, or whose nomination for election, was approved by a vote of at least two-thirds of the directors still in office who were directors at the beginning of the two (2) year period or who themselves were nominated by persons described in this clause (ii); provided, however, any new director shall not include other than a director designated by a Person person who has entered into an agreement with the Company to effect a transaction described in subsections clause (ai), (iii), or (iv) of this paragraph or a director whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11 promulgated under the Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than a member of the Board) whose election by the Board or nomination for election by the Company's shareholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the two (c2) hereof; year period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the Board; (ciii) the consummation of a merger or consolidation or merger of the Company in which the Company is not the continuing or surviving corporation or otherwise does not have control over the combined entity or pursuant to which the common stock of the Company (the “Common Stock”) would be converted into cash, securities, and/or with any other propertycorporation, other than a merger or consolidation which would result in the voting securities of the Company in which holders of Common Stock outstanding immediately prior thereto continuing to the merger have the same proportionate ownership of represent (either by remaining outstanding or by being converted into voting securities of the surviving corporation entity) more than fifty percent (50%) of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; provided, however, that a merger or consolidation effected to implement a recapitalization of the merger as they had Company (or similar transaction) in which no person (other than those covered in the Common Stock immediately before; exceptions in (di) any sale, lease, exchange, above) acquires more than twenty-five percent (25%) of the combined voting power of the Company's then outstanding securities shall not constitute a Change in Control; or other transfer (in one transaction iv) approval by the shareholders of the Company of a plan of complete liquidation of the Company or a series the closing of related transactions) the sale or disposition by the Company of all or substantially all of the Company's assets other than the sale of all or substantially all of the assets of the Company to a person or earning persons who beneficially own, directly or indirectly, at least fifty percent (50%) or more of the combined voting power of the Company; or (e) the Company’s shareholders or the Board approve(s) the liquidation or dissolution outstanding voting securities of the CompanyCompany at the time of the sale.

Change in Control. No amounts and benefits shall be payable hereunder unless there shall have been a Change in Control Subject to the provisions of the CompanySection 12(b) hereof, as set forth below. For for purposes of this Agreement, a “the term "Change in Control” " shall be deemed to have occurred as of the first day that any one or more of the following conditions shall have occurred: mean (a) any natural person or entity "person" (a “Person”), as such term is used defined in Section 13(dthe Act) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Act”) (other than (i) the Company and/or its wholly owned subsidiaries; (ii) any employee benefit plan not an affiliate of the Company and any trustee or other fiduciary in such capacity holding securities under such plan; (iii) any corporation owned, directly or indirectly, by on the shareholders of the Company in substantially the same proportions as their ownership of stock of the Company; or (iv) any other Person, who, within the one (1) year prior to the event which would otherwise be a Change in Control, was an executive officer of the Company), is or Effective Date becomes the “"beneficial owner” " (as defined in Rule 13d-3 under the Act), directly or indirectly, of securities of the Company representing 20% fifty percent (50%) or more of the combined voting power of the Company’s 's then outstanding securities. For purposes hereof, the term “Independent Director” shall be determined under the rules of The NASDAQ Stock Market; ; (b) during any period of two (2) year period the following persons shall cease for any reason to constitute at least a majority of the Board: (i) directors of the Company in office consecutive years, individuals who at the beginning of such period; period constitute the Board, and (ii) any new director whose election by the Board, or whose nomination for election, was approved by a vote of at least two-thirds of the directors still in office who were directors at the beginning of the two (2) year period or who themselves were nominated by persons described in this clause (ii); provided, however, any new director shall not include other than a director designated by a Person person who has entered into an agreement with the Company to effect a transaction described in subsections (athis paragraph) whose election by the Board of the Company or (c) hereof; 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 either were directors at the beginning of the two-year period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the Board; (c) the consummation of a consolidation or merger stockholders of the Company in which the Company is not the continuing approve a merger or surviving corporation or otherwise does not have control over the combined entity or pursuant to which the common stock consolidation of the Company (the “Common Stock”) would be converted into cash, securities, and/or with any other propertycorporation, other than a merger or consolidation which would result in the voting securities of the Company in which holders of Common Stock outstanding immediately prior thereto continuing to the merger have the same proportionate ownership of represent (either by remaining outstanding or by being converted into voting securities of the surviving corporation entity) more than fifty percent (50%) of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after the such merger as they had in the Common Stock immediately before; or consolidation; or (d) any sale, lease, exchange, the stockholders of the Company approve a plan of complete liquidation of the Company or other transfer (in one transaction an agreement for the sale or a series of related transactions) disposition by the Company of all or substantially all of the Company's assets other than the sale of all or substantially all of the assets of the Company to a person or earning persons who beneficially own, directly or indirectly, at least fifty percent (50%) or more of the combined voting power of the Company; or (e) the Company’s shareholders or the Board approve(s) the liquidation or dissolution outstanding voting securities of the CompanyCompany at the time of the sale.

Change in Control. No amounts and benefits If the Executive's employment by the Bank or CFF shall be payable hereunder unless there shall have been terminated by the Bank or CFF, or any successor thereto, other than for Cause or as a result of the Executive's death, disability or retirement, or terminated by the Executive for Good Reason, all as defined in Appendix A attached hereto ("Appendix A"), in either case within six (6) months preceding or twenty-four (24) months following a Change in Control of CFF or the CompanyBank, then CFF shall: (a) Pay to the Executive in cash upon the later of the date of such Change of Control or the effective date of the Executive's termination with CFF or the Bank, an amount equal to 299% of the Employee's "base amount" as determined under Section 280G of the Internal Revenue Code of 1986, as set forth below. amended (the "Code"). (b) For purposes of this Agreement, a “Change of Control of CFF occurs in Control” shall be deemed to have occurred as of the first day that any one or more of the following conditions shall have occurred: events: (ai) the acquisition by any natural person "person" or entity "group" (a “Person”), as such term is used defined in Section Sections 13(d) and 14(d) of the Securities Exchange Act of 19341934 ("Exchange Act")), as amended (the “Act”) (other than (i) the Company and/or its wholly owned subsidiaries; (ii) CFF, any subsidiary of CFF or their employee benefit plan of the Company and any trustee or other fiduciary in such capacity holding securities under such plan; (iii) any corporation ownedplans, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of stock of the Company; or (iv) any other Person, who, within the one (1) year prior to the event which would otherwise be a Change in Control, was an executive officer of the Company), is or becomes the “"beneficial owner” " (as defined in Rule 13d-3 13d-3, under the Exchange Act), directly or indirectly, ) of securities of the Company CFF representing 20% ten percent (10%) or more of either the then outstanding shares or the combined voting power of the Company’s then outstanding securities. For purposes hereof, the term “Independent Director” shall be determined under the rules securities of The NASDAQ Stock Market; CFF; (bii) during any two (2) year period the following persons shall cease for any reason to constitute at least either a majority of the Board: (i) directors of the Company in office CFF elected at CFF's annual stockholders’ meeting shall have been nominated for election other than by or at the beginning direction of such period; and (ii) any new director whose election by the Board"incumbent directors" of CFF, or whose nomination for election, the "incumbent directors" shall cease to constitute a majority of the directors of CFF. The term "incumbent director" shall mean any director who was approved a director of CFF on the Effective Date and any individual who becomes a director of CFF subsequent to the Effective Date and who is elected or nominated by a vote or at the direction of at least two-thirds of the directors still then incumbent directors; (iii) the stockholders of CFF approve (x) a merger, consolidation or other business combination of CFF with any other "person" or "group" (as defined in office who were directors at the beginning Sections 13(d) and 14(d) of the two (2) year period or who themselves were nominated by persons described in this clause (ii); provided, however, any new director shall not include a director designated by a Person who has entered into an agreement with the Company to effect a transaction described in subsections (aExchange Act) or (c) hereof; (c) the consummation of a consolidation or merger of the Company in which the Company is not the continuing or surviving corporation or otherwise does not have control over the combined entity or pursuant to which the common stock of the Company (the “Common Stock”) would be converted into cash, securities, and/or other propertyaffiliate thereof, other than a merger or consolidation that would result in the outstanding common stock of the Company in which holders of Common Stock CFF immediately prior thereto continuing to the merger have the same proportionate ownership of voting securities represent (either by remaining outstanding or by being converted into common stock of the surviving corporation entity or a parent or affiliate thereof) at least fifty percent (50%) of the outstanding common stock of CFF or such surviving entity or a parent or affiliate thereof outstanding immediately after the merger as they had in the Common Stock immediately before; (d) any salesuch merger, lease, exchangeconsolidation or other business combination, or other transfer (in one transaction y) a plan of complete liquidation of CFF or a series of related transactions) an agreement for the sale or disposition by CFF of all or substantially all of CFF's assets; or (iv) any other event or circumstance which is not covered by the assets foregoing subsections but which the Board of Directors of CFF determines to affect control of CFF and with respect to which the Board of Directors adopts a resolution that the event or earning power circumstance constitutes a Change of Control for purposes of the Company; or Agreement. The Change of Control Date is the date on which an event described in (ei), (ii), (iii) the Company’s shareholders or the Board approve(s(iv) the liquidation or dissolution of the Companyoccurs.

Change in Control. No amounts and 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 Agreement, a The term “Change in Control” of Employer shall mean a change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934 as in effect on the date of this Agreement or, if Item 6(e) is no longer in effect, any regulations issued by the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934 that serve similar purposes; provided that, without limitation, such a Change in Control shall be deemed to have occurred as of the first day that any one or more of the following conditions shall have occurred: if and when (ai) any natural person or entity (a “Person”), as such term is used in Section Sections 13(d) and 14(d14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Act”) (other than (i) the Company and/or its wholly owned subsidiaries; (ii) any employee benefit plan of the Company and any trustee or other fiduciary in such capacity holding securities under such plan; (iii) any corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of stock of the Company; or (iv) any other Person, who, within the one (1) year prior to the event which would otherwise be a Change in Control, was an executive officer of the Company), is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Act), Securities Exchange Act of 1934) directly or indirectly, indirectly of equity securities of the Company Employer representing 20% 20 percent or more of the combined voting power of Employer’s then-outstanding equity securities, except that this provision shall not apply to any person currently owning at least five percent or more of the Companycombined voting power of Employer’s then currently outstanding securities. For purposes hereof, equity securities or to an acquisition of up to 20 percent of the term “Independent Director” shall be determined under then-outstanding voting securities that has been approved by at least 75 percent of the rules members of The NASDAQ Stock Market; the Board of Directors who are not affiliates or associates of such person; (bii) during any two the period of this Agreement, individuals who, at the beginning of such period, constituted the Board of Directors of Employer (2) year period the following persons shall “Original Directors”), cease for any reason to constitute at least a majority thereof unless the election or nomination for election of each new director was approved (an “Approved Director”) by the vote of a Board of Directors constituted entirely of Original Directors and/or Approved Directors; (iii) a tender offer or exchange offer is made whereby the effect of such offer is to take over and control Employer, and such offer is consummated for the equity securities of Employer representing 20 percent or more of the Board: combined voting power of Employer’s then-outstanding voting securities; (iiv) directors Employer is merged, consolidated, or enters into a reorganization transaction with another person and, as the result of such merger, consolidation, or reorganization, less than 75 percent of the Company in office at the beginning of such period; and (ii) any new director whose election by the Board, or whose nomination for election, was approved by a vote of at least two-thirds of the directors still in office who were directors at the beginning of the two (2) year period or who themselves were nominated by persons described in this clause (ii); provided, however, any new director shall not include a director designated by a Person who has entered into an agreement with the Company to effect a transaction described in subsections (a) or (c) hereof; (c) the consummation of a consolidation or merger of the Company in which the Company is not the continuing or surviving corporation or otherwise does not have control over the combined entity or pursuant to which the common stock of the Company (the “Common Stock”) would be converted into cash, securities, and/or other property, other than a merger of the Company in which holders of Common Stock immediately prior to the merger have the same proportionate ownership of voting outstanding equity securities of the surviving corporation immediately after the merger as they had or resulting person shall then be owned in the aggregate by the former stockholders of Employer; or (v) Employer transfers substantially all of its assets to another person or entity that is not a wholly owned subsidiary of Employer. Sales of Employer’s Common Stock immediately before; (d) any sale, lease, exchange, beneficially owned or other transfer (controlled by Employee shall not be considered in one transaction or determining whether a series of related transactions) of all or substantially all the assets or earning power of the Company; or (e) the Company’s shareholders or the Board approve(s) the liquidation or dissolution of the CompanyChange in Control has occurred.

Change in Control. No amounts and benefits shall be payable hereunder unless there shall have been a Change As used in Control of the Company, as set forth below. For purposes of this Agreement, a “Change in Control” of the Company shall be deemed to have occurred as of the first day that any one or more of the following conditions shall have occurredif: (a) any natural Any person or entity (a “Person”), as such term is used in Section Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (other than (i) the Company and/or its wholly owned subsidiaries; (ii) any ESOP or other employee benefit plan of the Company and any trustee or other fiduciary in such capacity holding securities under such plan; ; (iii) any corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of stock of the Company; or (iv) any other Person, Person who, within the one (1) year prior to the event which would otherwise be a Change in Control, was is an executive officer of the CompanyCompany or any group of Persons of which he voluntarily is a part), 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 combined voting power of the Company’s then outstanding securities. For purposes hereofsecurities or such lesser percentage of voting power, but not less than 15%, as determined by the term “Independent Director” members of the Board of Directors of the Company who are independent directors (as defined in the New York Stock Exchange, Inc. Listed Company Manual); provided, however, that a Change in Control shall not be determined deemed to have occurred under the rules provisions of The NASDAQ Stock Marketthis subsection (a) by reason of the beneficial ownership of voting securities by members of the ▇▇▇▇▇▇▇▇ family (as defined below) unless and until the beneficial ownership of all members of the ▇▇▇▇▇▇▇▇ family (including any other individuals or entities who or which, together with any member or members of the ▇▇▇▇▇▇▇▇ family, are deemed under Sections 13(d) or 14(d) of the Exchange Act to constitute a single Person) exceeds 50% of the combined voting power of the Company’s then outstanding securities; (b) during During any two (2) two-year period after the following persons shall cease for any reason to constitute at least a majority of the Board: (i) directors Effective Date, Directors of the Company in office at the beginning of such period; and (ii) period plus any new director whose election by the Board, or whose nomination for election, was approved by Director (other than a vote of at least two-thirds of the directors still in office who were directors at the beginning of the two (2) year period or who themselves were nominated by persons described in this clause (ii); provided, however, any new director shall not include a director Director designated by a Person who has entered into an agreement with the Company to effect a transaction described in within the purview of subsections (a) or (c)) hereofwhose election by the Board of Directors of the Company or whose nomination for election by the Company’s shareholders was approved by a vote of at least two-thirds of the 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 shall cease for any reason to constitute at least a majority of the Board; (c) the The consummation of a (i) any consolidation or merger of the Company in which the Company is not the continuing or surviving corporation or otherwise does not have control over the combined entity or pursuant to which the Company’s voting common stock of the Company shares (the “Common StockShares”) would be converted into cash, securities, and/or other property, other than a merger of the Company in which holders of Common Stock Shares immediately prior to the merger have the same proportionate ownership of voting securities shares of the surviving corporation immediately after the merger as they had in the Common Stock Shares immediately before; ; or (dii) any sale, lease, exchange, or other transfer (in one transaction or a series of related transactions) of all or substantially all the assets or earning power of the Company; or (ed) the The Company’s shareholders or the Company’s Board approve(s) of Directors shall approve the liquidation or dissolution of the Company. As used in this Agreement, “members of the ▇▇▇▇▇▇▇▇ family” shall mean ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, his wife and children and their respective spouses and children, and all trusts created by or for the benefit of any of them.

Change in Control. No amounts and 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 Agreement, a “Change in Control” shall be deemed to have occurred as if: (i) for any reason at any time less than seventy-five percent (75%) of the first day that members of the KCS Board shall be individuals who fall into any one or more of the following conditions shall have occurred:categories: (A) individuals who were members of the KCS Board on the date of the Agreement; or (B) individuals whose election, or nomination for election by KCS’s stockholders, was approved by a vote of at least seventy-five percent (75%) of the members of the KCS Board then still in office who were members of the KCS Board on the date of the Agreement; or (C) individuals whose election, or nomination for election, by KCS’s stockholders, was approved by a vote of at least seventy-five percent (75%) of the members of the KCS Board then still in office who were elected in the manner described in (A) or (B) above, or (aii) any natural person or entity “person” (a “Person”), as such term is used in Section Sections 13(d) and 14(d14(d)(2) of the Securities Exchange Act of 1934, as amended 1934 (the “Exchange Act”)) (other than (i) the Company and/or its wholly owned subsidiaries; (ii) any employee benefit plan of the Company and any trustee KCS shall have become after September 18, 1997, according to a public announcement or other fiduciary in such capacity holding securities under such plan; (iii) any corporation ownedfiling, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of stock of the Company; or (iv) any other Person, who, within the one (1) year prior to the event which would otherwise be a Change in Control, was an executive officer 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 Railway or KCS representing 20% thirty percent (30%) (or, with respect to Paragraph 7(c) hereof, 40%) or more (calculated in accordance with Rule 13d-3) of the combined voting power of the CompanyRailway’s or KCS’s then outstanding voting securities. For purposes hereof, the term “Independent Director” shall be determined under the rules of The NASDAQ Stock Market;; or (b) during any two (2) year period the following persons shall cease for any reason to constitute at least a majority of the Board: (i) directors of the Company in office at the beginning of such period; and (ii) any new director whose election by the Board, or whose nomination for election, was approved by a vote of at least two-thirds of the directors still in office who were directors at the beginning of the two (2) year period or who themselves were nominated by persons described in this clause (ii); provided, however, any new director shall not include a director designated by a Person who has entered into an agreement with the Company to effect a transaction described in subsections (a) or (c) hereof; (ciii) the consummation stockholders of Railway or KCS shall have approved a merger, consolidation or merger dissolution of the Company in which the Company is not the continuing Railway or surviving corporation KCS or otherwise does not have control over the combined entity or pursuant to which the common stock of the Company (the “Common Stock”) would be converted into cash, securities, and/or other property, other than a merger of the Company in which holders of Common Stock immediately prior to the merger have the same proportionate ownership of voting securities of the surviving corporation immediately after the merger as they had in the Common Stock immediately before; (d) any sale, lease, exchange, exchange or other transfer (in one transaction or a series of related transactions) disposition of all or substantially all of Railway’s or KCS’s assets, if persons who were the assets or earning beneficial owners of the combined voting power of Railway’s or KCS’s voting securities immediately before any such merger, consolidation, dissolution, sale, lease, exchange or disposition do not immediately thereafter, beneficially own, directly or indirectly, in substantially the Company; or (e) the Company’s shareholders or the Board approve(s) the liquidation or dissolution same proportions, more than 60% of the Companycombined voting power of any corporation or other entity resulting from any such transaction.

Change in Control. No amounts and 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 Agreement, a “Change in Control” shall be deemed to have occurred if: (i) any one person, or more than one person acting as a group, acquires (or has acquired during the 12 month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the Company or the Bank possessing more than 50% of the total voting power of the Company’s or the Bank’s stock; provided, however, it is expressly acknowledged by the Executive that this provision shall not be applicable to any person who is, as of the first day that date of this Agreement, a Director of the Company or the Bank; (ii) a majority of the members of the Company’s Board of Directors is replaced during any twelve (12) month period by directors whose appointment for election is not endorsed by a majority of the members of the Company’s board prior to the date of the appointment or election; (iii) a merger or consolidation where the holders of the Bank’s or the Company’s voting stock immediately prior to the effective date of such merger or consolidation own less than 50% of the voting stock of the entity surviving such merger or consolidation; (iv) any one person, or more than one person acting as a group, acquired (or has acquired during the twelve month period ending on the date of the following conditions shall most recent acquisition by such person or persons) assets from the Bank that have occurreda total gross fair market value greater than 50% of the total gross fair market value of all of the Bank’s assets immediately before the acquisition or acquisitions; provided, however, transfer of assets which otherwise would satisfy the requirements of this subsection (iv) will not be treated as a Change in Control if the assets are transferred to: (a) any natural person or entity (a “Person”), as such term is used in Section 13(d) and 14(d) shareholder of the Securities Exchange Act of 1934Bank (immediately before the asset transfer) in exchange for or with respect to its stock; (b) an entity, as amended (the “Act”) (other than (i) the Company and/or its wholly owned subsidiaries; (ii) any employee benefit plan 50% or more of the Company and any trustee total value or other fiduciary in such capacity holding securities under such plan; (iii) any corporation voting power of which is owned, directly or indirectly, by the shareholders of Company or the Company in substantially the same proportions Bank; (c) a person, or more than one person acting as their ownership of stock of the Company; or (iv) any other Persona group, who, within the one (1) year prior to the event which would otherwise be a Change in Control, was an executive officer of the Company), is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Act)that owns, directly or indirectly, of securities of the Company representing 2050% or more of the combined total value or voting power of all the Company’s then outstanding securities. For purposes hereof, the term “Independent Director” shall be determined under the rules of The NASDAQ Stock Market; (b) during any two (2) year period the following persons shall cease for any reason to constitute at least a majority of the Board: (i) directors of the Company in office at the beginning of such period; and (ii) any new director whose election by the Board, or whose nomination for election, was approved by a vote of at least two-thirds of the directors still in office who were directors at the beginning of the two (2) year period or who themselves were nominated by persons described in this clause (ii); provided, however, any new director shall not include a director designated by a Person who has entered into an agreement with the Company to effect a transaction described in subsections (a) or (c) hereof; (c) the consummation of a consolidation or merger of the Company in which the Company is not the continuing or surviving corporation or otherwise does not have control over the combined entity or pursuant to which the common stock of the Company (or the “Common Stock”) would be converted into cash, securities, and/or other property, other than a merger of the Company in which holders of Common Stock immediately prior to the merger have the same proportionate ownership of voting securities of the surviving corporation immediately after the merger as they had in the Common Stock immediately before;Bank; or (d) any salean entity, leaseat least 50% of the total value or voting power is owned, exchangedirectly or indirectly by a person, or other transfer (more than one person acting as a group, that owns, directly or indirectly, 50% or more of the total value or voting power of all the outstanding stock of the Bank. Each event comprising a Change in one transaction Control is intended to constitute a “change in ownership or effective control”, or a series “change in the ownership of related transactions) of all or substantially all the assets or earning power a substantial portion of the Company; or (e) assets,” of the Company’s shareholders Company or the Board approve(s) the liquidation or dissolution Bank as such terms are defined for purposes of Section 409A of the CompanyInternal Revenue Code and “Change in Control” as used herein shall be interpreted consistently therewith. Notwithstanding the foregoing, a Change in Control shall not be deemed to occur as a result of any transaction which merely changes the jurisdiction of incorporation of the Company or the Bank.

Change in Control. No amounts and 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 Agreement, a “the term "Change in Control” " shall be deemed to have occurred as of the first day that any one or more of the following conditions shall have occurred: mean (ai) any natural person or entity (a “Person”), "person" as such term is used in Section Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended 1934 (the “"Act”") (other than (i) the Company and/or its wholly owned subsidiaries; (ii) Company, any trustee or other fiduciary holding securities under any employee benefit plan of the Company and Company, or any trustee or other fiduciary in such capacity holding securities under such plan; (iii) any corporation company owned, directly or indirectly, by the shareholders stockholders of the Company in substantially the same proportions as their ownership of common stock of the Company; or (iv) any other Person, who, within the one (1) year prior to the event which would otherwise be a Change in Control, was an executive officer of the Company), is or becomes becoming the “"beneficial owner” " (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 20% twenty-five percent (25%) or more of the combined voting power of the Company’s 's then outstanding securities. For purposes hereof, the term “Independent Director” shall be determined under the rules of The NASDAQ Stock Market; ; (bii) during any period of two (2) year period the following persons shall cease for any reason to constitute at least a majority of the Board: (i) directors of the Company in office consecutive years, individuals who at the beginning of such period; period constitute the Board, and (ii) any new director whose election by the Board, or whose nomination for election, was approved by a vote of at least two-thirds of the directors still in office who were directors at the beginning of the two (2) year period or who themselves were nominated by persons described in this clause (ii); provided, however, any new director shall not include other than a director designated by a Person person who has entered into an agreement with the Company to effect a transaction described in subsections clause (ai), (iii), or (iv) of this paragraph or a director whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11 promulgated under the Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than a member of the Board) whose election by the Board or nomination for election by the Company's shareholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the two (c2) hereof; year period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the Board; (ciii) the consummation of a merger or consolidation or merger of the Company in which the Company is not the continuing or surviving corporation or otherwise does not have control over the combined entity or pursuant to which the common stock of the Company (the “Common Stock”) would be converted into cash, securities, and/or with any other propertycorporation, other than a merger or consolidation which would result in the voting securities of the Company in which holders of Common Stock outstanding immediately prior thereto continuing to the merger have the same proportionate ownership of represent (either by remaining outstanding or by being converted into voting securities of the surviving corporation entity) more than fifty percent (50%) of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; provided, however, that a merger or consolidation effected to implement a recapitalization of the merger as they had Company (or similar transaction) in which no person (other than those covered in the Common Stock immediately before; exceptions in (di) any sale, lease, exchange, above) acquires more than twenty-five percent (25%) of the combined voting power of the Company's then outstanding securities shall not constitute a Change in Control; or other transfer (in one transaction iv) approval by the shareholders of the Company of a plan of complete liquidation of the Company or a series the closing of related transactions) the sale or disposition by the Company of all or substantially all of the Company's assets other than the sale of all or substantially all of the assets of the Company to a person or earning persons who beneficially own, directly or indirectly, at least fifty percent (50%) or more of the combined voting power of the Company; or (e) the Company’s shareholders or the Board approve(s) the liquidation or dissolution outstanding voting securities of the CompanyCompany at the time of the sale.

Change in Control. No amounts and benefits shall be payable hereunder unless there shall have been a Change in Control of For the Company, as set forth below. For purposes of this Agreement, a “Change in Control” Control shall be deemed to have occurred as of occur when and if, during the first day that any one or more of the following conditions shall have occurredTerm: (ai) any natural person or entity (a “Person”), as such term is used in Section Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (), including any affiliate or associate as defined in Rule 12(b)-2 under the Exchange Act of such person, other than (i) the Company and/or its wholly owned subsidiaries; (ii) Company, any trustee or other fiduciary holding securities under an employee benefit plan of the Company and any trustee Company, or other fiduciary in such capacity holding securities under such plan; (iii) any corporation owned, directly or indirectly, by the shareholders stockholders of the Company in substantially the same proportions as their ownership of stock of the Company; or (iv) any other Person, who, within the one (1) year prior to the event which would otherwise be becomes a Change in Control, was an executive officer 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 combined voting power of the Company’s then outstanding securities. For purposes hereof, the term “Independent Director” shall be determined under the rules of The NASDAQ Stock Market; (bii) during any two individuals who, as of the date hereof, constitute the Board (2the “Incumbent Board”) year period the following persons shall cease for any reason to constitute at least a majority of the Board: (i) directors of , provided that any person becoming a director subsequent to the Company in office at the beginning of such period; and (ii) any new director date hereof whose election, or nomination for election by the Board, or whose nomination for electionCompany’s shareholders, was approved by a vote of at least two-thirds a majority of the directors still in office who then comprising the Incumbent Board shall be, for purposes of this Agreement, considered as though such person were directors at the beginning a member of the two (2) year period or who themselves were nominated by persons described in this clause (ii); provided, however, any new director shall not include a director designated by a Person who has entered into an agreement with the Company to effect a transaction described in subsections (a) or (c) hereofIncumbent Board; (ciii) the consummation of a consolidation or merger stockholders of the Company (A) approve a definitive agreement to merge or consolidate the Company with or into another corporation or other enterprise in which the Company is not the continuing or surviving corporation or otherwise does not have control over the combined entity or pursuant to which the common holders of outstanding stock of the Company (the “Common Stock”) would be converted into cash, securities, and/or other property, other entitled to vote in elections of directors immediately before such merger or consolidation hold less than a merger 50% of the Company in which holders of Common Stock immediately prior to the merger have the same proportionate ownership of voting securities of the surviving corporation immediately after the merger as they had in the Common Stock immediately before; (d) any sale, lease, exchange, or other transfer (in one transaction or a series of related transactions) of all or substantially all the assets or earning power of the Companysurvivor of such merger or consolidation or its parent, or (B) approve a plan of liquidation; or (eiv) at least 80% of the Company’s shareholders assets are sold or transferred to another corporation or other enterprise that is not a subsidiary, direct or indirect, or other affiliate of the Board approve(sCompany. (v) The Stockholders of the Company have approved a plan of a complete liquidation or dissolution of the Company.

Change in Control. No amounts and benefits shall be payable hereunder unless there shall have been In the event of a Change in Control during the Performance Cycle, the Employee will receive the Target Number of Performance Shares set forth in this Agreement within thirty (30) days of the Company, as set forth beloweffective date of the Change in Control. For purposes of this Agreement, a “Change in Control” shall be deemed to have occurred as of the first day that any one or more of the following conditions shall have occurred: (a) any natural person or entity (a “Person”), as on such term is used in Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Act”) (other than (i) the Company and/or its wholly owned subsidiaries; (ii) any employee benefit plan of the Company and any trustee or other fiduciary in such capacity holding securities under such plan; (iii) any corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of stock of the Company; or (iv) any other Person, who, date within the 12-month period following the date that any one (1) year prior to the event which would otherwise be person, or more than one person acting as a Change in Control, was an executive officer of the Company), is or becomes the “beneficial owner” group (as defined in Rule 13d-3 under §1.409A-3(i)(5)(v)(B) of the ActTreasury Regulations), directly or indirectly, acquires ownership of securities of the Company representing 20% stock that represents twenty-five percent (25%) or more of the combined voting power of the Company’s then outstanding securities. For purposes hereofsecurities (the “Trigger Date”), that a majority of the term individuals who, as of the Trigger Date, constitute the Board (the “Independent Director” shall be determined under Incumbent Board”) are replaced by new members whose appointment or election is not endorsed by a majority of the rules members of The NASDAQ Stock Marketthe Incumbent Board before the date of such appointment or election; (b) during as of the date that any two one person, or more than one person acting as a group (as defined in §1.409A-3(i)(5)(v)(B) of the Treasury Regulations), acquires ownership of stock that, together with stock held by such person or group, constitutes more than 50% of either (1) the then outstanding shares of common stock of the Company or (2) year period the following persons shall cease for any reason to constitute at least a majority combined voting power of the Board: (i) directors then outstanding voting securities of the Company entitled to vote generally in office at the beginning election of such period; and (ii) any new director whose election by the Board, or whose nomination for election, was approved by a vote of at least two-thirds of the directors still in office who were directors at the beginning of the two (2) year period or who themselves were nominated by persons described in this clause (ii)directors; provided, however, if any new director one person or more than one person acting as a group, is considered to own more than fifty percent (50%) of the total fair market value or total voting power of the stock of the Company, the acquisition of additional stock by the same person or persons shall not include be considered to cause a director designated by a Person who has entered into an agreement with the Company to effect a transaction described Change in subsections (a) or (c) hereof;Control; or (c) the consummation date any one person, or more than one person acting as a group (as defined in §1.409A-3(i)(5)(v)(B) of a consolidation the Treasury Regulations), acquires (or merger has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) all, or substantially all, of the assets of the Company, except for any sale, lease exchange or transfer resulting from any action taken by any creditor of the Company in enforcing its rights or remedies against any assets of the Company in which such creditor holds a security interest. Provided further, a transfer of assets by the Company is shall not be treated as a Change in Control if the continuing or surviving corporation or otherwise does not have control over the combined entity or pursuant to which the common stock assets are transferred to: (i) A shareholder of the Company (immediately before the “Common Stock”asset transfer) would be converted into cash, securities, and/or other property, other than a merger of the Company in which holders of Common Stock immediately prior exchange for or with respect to the merger have the same proportionate ownership of voting securities of the surviving corporation immediately after the merger as they had in the Common Stock immediately beforeits stock; (dii) any saleAn entity, lease50% or more of the total value or voting power of which is owned, exchangedirectly or indirectly, by the Company; (iii) A person, or other transfer (in more than one transaction person acting as a group, that owns, directly or a series indirectly, 50% or more of related transactions) the total value or voting power of all or substantially all the assets or earning power outstanding stock of the Company; or (eiv) the Company’s shareholders or the Board approve(s) the liquidation or dissolution An entity, at least 50% of the Companytotal value or voting power of which is owned, directly or indirectly, by a person described in paragraph (iii) herein. For purposes of subsection (c) and except as otherwise provided in paragraph (i), a person’s status is determined immediately after the transfer of the assets.

Change in Control. No amounts and benefits (i) This Section 8(e) shall be payable hereunder unless there shall have been apply if the Executive’s employment by the Company is terminated (x) by the Company other than for Cause pursuant to Section 7(c) hereof, or (y) by the Executive for Good Reason, in either case, during the two (2)-year period commencing upon a Change in Control 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 8(d) hereof, except that in lieu of receiving the Severance Amount in installments as contemplated under Section 8(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 Companyapplicable amount constitutes “nonqualified deferred compensation” for purposes of Code Section 409A, as set forth below. 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 as of mean the consummation off the first day that transaction following the Effective Date, whether in a single transaction or in a series of related transactions, in which any one individual, entity or more group (within the meaning of the following conditions shall have occurred: (aSection 13(d)(3) any natural person or entity (a “Person”), as such term is used in Section 13(d) and 14(d14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Act”amended) (a “Group”), other than ▇▇▇▇ Capital Partners, any private equity fund managed by it, or any Group which includes ▇▇▇▇ Capital Partners or any private equity fund managed by it, (iA) acquires (whether by merger, consolidation, or transfer or issuance of equity interests or otherwise) equity interests of the Company and/or its wholly owned subsidiaries; (iior any surviving or resulting entity) representing more than fifty percent (50%) of the outstanding voting securities or economic value of the Company (or any employee benefit plan surviving or resulting entity), or (B) acquires assets constituting all or substantially all (more than eighty percent (80%)) of the assets of the Company and any trustee or other fiduciary in such capacity holding securities under such plan; (iii) any corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of stock of the Company; or (iv) any other Person, who, within the one (1) year prior to the event which would otherwise be a Change in Control, was an executive officer of the Company), is or becomes the “beneficial owner” its subsidiaries (as defined in Rule 13d-3 under the Actdetermined on a consolidated basis), directly or indirectly, of securities of the Company representing 20% or more of the combined voting power of the Company’s then outstanding securities. For purposes hereof, the term “Independent Director” shall be determined under the rules of The NASDAQ Stock Market; (b) during any two (2) year period the following persons shall cease for any reason to constitute at least a majority of the Board: (i) directors of the Company in office at the beginning of such period; and (ii) any new director whose election by the Board, or whose nomination for election, was approved by a vote of at least two-thirds of the directors still in office who were directors at the beginning of the two (2) year period or who themselves were nominated by persons described in this clause (ii); provided, however, any new director shall not include a director designated by a Person who has entered into an agreement with the Company to effect a transaction described in subsections (a) or (c) hereof; (c) the consummation of a consolidation or merger of the Company in which the Company is not the continuing or surviving corporation or otherwise does not have control over the combined entity or pursuant to which the common stock of the Company (the “Common Stock”) would be converted into cash, securities, and/or other property, other than a merger of the Company in which holders of Common Stock immediately prior to the merger have the same proportionate ownership of voting securities of the surviving corporation immediately after the merger as they had in the Common Stock immediately before; (d) any sale, lease, exchange, or other transfer (in one transaction or a series of related transactions) of all or substantially all the assets or earning power of the Company; or (e) the Company’s shareholders or the Board approve(s) the liquidation or dissolution of the Company.

Change in Control. No amounts and 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 Agreement, a “Change in Control” Control of the Company shall be deemed to have occurred as of the first day that any one or more of the following conditions shall have occurredif: (ai) any natural person or entity "Person" (a “Person”), as such term is defined in Section 3(a)(9) of the Securities Exchange Act of 1934 (the "Exchange Act") as modified and used in Section Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Act”) (other than (i1) Mariner Health Care, Inc. (the "Parent"), the Company and/or or any of its wholly owned subsidiaries; , (ii2) any trustee or other fiduciary holding securities under an employee benefit plan of the Company and Parent or any trustee or other fiduciary in such capacity of its subsidiaries, (3) an underwriter temporarily holding securities under pursuant to an offering of such plan; securities, (iii4) any corporation owned, directly or indirectly, by the shareholders stockholders of the Company Parent in substantially the same proportions as their ownership of stock of the Company; Parent's common stock) or (iv5) any other Personof Oaktree Capital Management, whoLLC, within the one Goldman Sachs Credit Partners, LP, Foothill Partner▇, ▇▇, H▇▇▇▇▇nd Capital Management, LP or their respective affiliates (each a "Bank Permitted Holder" and (1) year prior to through (5), collectively, the event which would otherwise be a Change in Control, was an executive officer of the Company"Permitted Holders"), is or becomes the “"beneficial owner” " (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company Parent representing 20more than 25% of the combined voting power of the Parent's then outstanding voting securities; (ii) during any period of not more than two (2) consecutive years, not including any period prior to the Effective Date, individuals who at the beginning of such period constitute the Board of Directors of the Parent (the "Parent Board"), and any new director (other than a director designated by a person who has entered into an agreement with the Parent to effect a transaction described in clause (i), (iii), or (iv) of this Section 10(h)) whose election by the Parent Board or nomination for election by the Parent's stockholders 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 for election was previously so approved, cease for any reason to constitute at least a majority thereof; (iii) the consummation of a merger or consolidation of the Parent with any other corporation, other than (A) a merger or consolidation which would result in the voting securities of the Parent outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving or parent entity) 50% or more of the combined voting power of the Company’s voting securities of the Parent or such surviving or parent entity outstanding immediately after such merger or consolidation or (B) a merger or consolidation in which no persons (other than the Permitted Holders) acquire 25% or more of the combined voting power of the Parent's or such surviving or parent entity's then outstanding securities. For purposes hereof, the term “Independent Director” shall be determined under the rules of The NASDAQ Stock Market; (biv) during any two (2) year period the following persons shall cease consummation of a plan of complete liquidation of the Parent or an agreement for any reason to constitute the sale or disposition by the Parent of at least a majority of the assets of the Parent and its operating subsidiaries, taken as a whole (or any transaction having a similar effect) or the Board: , the Board of Directors of the Parent or the Board of Directors of one or more of its subsidiaries approve the entering into of an agreement with one or more unrelated third parties under which such one or more unrelated third parties are given the power to control the management or operations of at least a majority of the assets of the Parent and its subsidiaries, taken as a whole; (iv) directors the Parent fails to own outstanding securities of the Company in office at the beginning of such period; and (ii) any new director whose election by the Board, or whose nomination for election, was approved by a vote of representing at least two-thirds 51% of the directors still in office who were directors at the beginning of the two (2) year period or who themselves were nominated by persons described in this clause (ii); provided, however, any new director shall not include a director designated by a Person who has entered into an agreement with the Company to effect a transaction described in subsections (a) or (c) hereof; (c) the consummation of a consolidation or merger of the Company in which the Company is not the continuing or surviving corporation or otherwise does not have control over the combined entity or pursuant to which the common stock of the Company (the “Common Stock”) would be converted into cash, securities, and/or other property, other than a merger of the Company in which holders of Common Stock immediately prior to the merger have the same proportionate ownership of voting securities of the surviving corporation immediately after the merger as they had in the Common Stock immediately before; (d) any sale, lease, exchange, or other transfer (in one transaction or a series of related transactions) of all or substantially all the assets or earning power and value of the Company; or (evi) in the event of the occurrence of a Potential Change of Control described in Section 11(f)(5) or (6), the subsequent occurrence at any time thereafter of any of the following events: (A) the Company’s shareholders consummation of a merger or the Board approve(s) the liquidation or dissolution consolidation of the Company, Parent or any of their respective affiliates with any other Competitive Business (as defined in Section 14 hereof) having gross revenues in excess of 50% of the gross revenues of the Parent and following such merger or consolidation, a Bank Permitted Holder whose acquisition of securities triggered a Potential Change of Control pursuant to Section 11(f)(5) or (6) hereof, owns at least 25% of the outstanding voting securities of the entity resulting from such combination; or (B) the acquisition by the Company, Parent or their affiliates of substantially all of the assets or securities of any Competitive Business (as defined in Section 14 hereof) having gross revenues in excess of 50% of the gross revenues of Parent and (i) in the case of an acquisition of securities, the securities acquired represent more than 50% of the combined voting power of the Competitive Business's then outstanding voting securities and (ii) following such acquisition, a Bank Permitted Holder whose acquisition of securities triggered a Potential Change of Control pursuant to Section 11(f)(5) or (6) hereof, owns at least 25% of the outstanding voting securities of the Company or Parent.

Change in Control. No amounts and benefits shall be payable hereunder unless there shall have been For the purposes of this Agreement, a Change in Control of the Company, as set forth below. For purposes Company shall mean the occurrence of this Agreement, a “Change in Control” shall be deemed to have occurred as of the first day that any one or more of the following conditions shall have occurredevents: (a) An acquisition (other than directly from the Company) of any natural person or entity voting securities of the Company (a “Voting Securities”) by any “Person”), ” (as such the term person is used in for purposes of Section 13(d) and or 14(d) of the Securities Exchange Act of 1934, as amended 1934 (the “1934 Act”)) immediately after which such Person has “Beneficial Ownership” (other than (i) the Company and/or its wholly owned subsidiaries; (ii) any employee benefit plan of the Company and any trustee or other fiduciary in such capacity holding securities under such plan; (iii) any corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of stock of the Company; or (iv) any other Person, who, within the one (1) year prior to the event which would otherwise be a Change in Control, was an executive officer meaning of the Company), is or becomes the “beneficial owner” (as defined in Rule 13d-3 promulgated under the 1934 Act), directly or indirectly, ) of securities of the Company representing 2025% or more of the combined voting power of the Company’s then outstanding securities. For Voting Securities; provided, however, that in determining whether a Change in Control has occurred, Voting Securities that are acquired in an acquisition by (i) an employee benefit plan (or a trust forming a part thereof) maintained by (A) the Company or (B) any corporation or other person of which a majority of its voting power or its equity securities or equity interests are owned directly or indirectly by the Company (a “Subsidiary”), or (ii) the Company or any Subsidiary, or (iii) any Person in connection with a “Non-Control Transaction” (as hereinafter defined), shall not constitute an acquisition for purposes hereof, the term “Independent Director” shall be determined under the rules of The NASDAQ Stock Market;for this clause (a); or (b) during any two The individuals who, as of the date of this Agreement, are members of the Board (2the “Incumbent Board”) year period the following persons shall cease for any reason to constitute at least a majority 60% of the Board: (i) directors ; provided, however, that if the election, or nomination for election by the Company’s shareholders, of the Company in office at the beginning of such period; and (ii) any new director whose election by the Board, or whose nomination for election, was approved by a vote of at least two-thirds 80% of the directors still in office who were directors at the beginning Incumbent Board, such new director shall for purposes of this Agreement, be considered as a member of the two (2) year period or who themselves were nominated by persons described in this clause (ii)Incumbent Board; provided, further, however, any new director that no individual shall not include be considered a director designated 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 1934 Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person who has entered into an other than the Board (a “Proxy Contest”), including by reason of any agreement with the Company intended to effect a transaction described in subsections (a) avoid or (c) hereof;settle any Election Contest or Proxy Contest; or (c) Approval by the consummation of a consolidation or merger shareholders of the Company in which of: (i) a merger, consolidation or reorganization involving the Company is not Company, unless: (A) the continuing shareholders of the Company, immediately before such merger, consolidation or surviving corporation reorganization, own, directly or otherwise does not have control over indirectly, immediately following such a merger, consolidation or reorganization, at least two-thirds (2/3) of the combined entity or pursuant to which the common stock voting power of the Company outstanding voting securities of the corporation resulting from such merger, consolidation or reorganization (the “Common StockSurviving Corporation”) would be converted into cash, securities, and/or other property, other than a merger in substantially the same proportion as their ownership of the Company in which holders Voting Securities immediately before such merger, consolidation or reorganization, and (B) the individuals who were members of Common Stock the Incumbent Board immediately prior to the merger have the same proportionate ownership of voting securities execution of the surviving corporation immediately after agreement providing for such merger, consolidation or reorganization constitute at least 80% of the merger members of the board of directors of the Surviving Corporation. (A transaction in which both of clauses (A) and (B) above shall be applicable is hereinafter referred to as they had in the Common Stock immediately before;a “Non-Control Transaction.”) (dii) any sale, lease, exchange, A complete liquidation or other transfer (in one transaction or a series of related transactions) of all or substantially all the assets or earning power dissolution of the Company; or (eiii) An agreement for the Companysale or other disposition of all or substantially all of the assets of the Company to any Person (other than a transfer to a Subsidiary); or (iv) A transaction in which the Company recapitalizes itself and uses the proceeds of such a recapitalization to buy back or tender common stock or declares a special cash dividend in excess of $.50 per share of common stock. Notwithstanding anything to the contrary in this Agreement, any termination of the Grantee’s shareholders employment by the Company or one of its subsidiaries prior to, but in anticipation of, a Change in Control of the Board approve(s) the liquidation or dissolution Company shall be deemed to be a termination following a Change in Control of the Company, and, in such event all Restricted Shares shall immediately vest upon the date of termination.

Change in Control. No amounts and 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 Agreement, a “"Change in Control” " shall be deemed to have occurred as of mean the first day that any one or more date on which the earlier of the following conditions shall have occurred: events occur: (a) the acquisition by any natural entity, person or group (other than ZAM Holdings, L.P., LJCB Nominees Pty Ltd., Charles G. Phillips, or any entity (a “Person”)related to any such party) of ben▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, as such that term is used defined in Section 13(d) and 14(d) of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (amended, of more than 50% of the “Act”) (other than (i) the Company and/or its wholly owned subsidiaries; (ii) any employee benefit plan outstanding capital stock of the Company and any trustee or other fiduciary in such capacity holding securities under such planentitled to vote for the election of directors ("Voting Stock"); (iiib) any corporation owned, directly the merger or indirectly, by the shareholders consolidation of the Company in substantially with one or more corporations or other entity as a result of which the same proportions as their ownership holders of stock outstanding Voting Stock of the CompanyCompany immediately prior to such a merger or consolidation hold less than 60% of the Voting Stock of the surviving or resulting corporation or any direct or indirect parent corporation or entity of such surviving or resulting entity; (c) the sale or transfer of all or substantially all of the property of the Company other than to an entity of which the Company owns at least 80% of the Voting Stock; or (iv) any other Person, who, within the one (1) year prior to the event which would otherwise be a Change in Control, was an executive officer of the Company), is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Act), directly or indirectly, of securities of the Company representing 20% or more of the combined voting power of the Company’s then outstanding securities. For purposes hereof, the term “Independent Director” shall be determined under the rules of The NASDAQ Stock Market; (bd) during any two period of twenty-four (224) year period consecutive months, the following persons shall individuals who, at the beginning of such period, constitute the Board of Directors (the "Incumbent Directors") cease for any reason other than death to constitute at least a majority of the Board: (i) directors of the Company in office thereof; provided, however, that a director who was not a director at the beginning of such period; 24-month period shall be deemed to have satisfied such 24-month requirement (and (iibe an Incumbent Director) any new if such director whose election by the Boardwas elected by, or whose nomination for electionon the recommendation of or with the approval of, was approved by a vote of at least two-thirds of the directors still in office who then qualified as Incumbent Directors either actually (because they were directors at the beginning of such 24-month period) or through the two (2) year period or who themselves were nominated by persons described operation of this proviso. Notwithstanding the foregoing, a Change in this clause (ii); provided, however, any new director Control shall not include any acquisition in which Executive is a director designated by a Person who has entered into an agreement with the Company to effect a transaction described in subsections (a) or (c) hereof; (c) the consummation of a consolidation or merger member of the Company in which the Company is not the continuing acquiring group or surviving corporation an officer or otherwise does not have control over the combined entity or pursuant to which the common stock owner of the Company (the “Common Stock”) would be converted into cash, securities, and/or other property, other than a merger of the Company in which holders of Common Stock immediately prior to the merger have the same proportionate ownership of voting securities of the surviving corporation immediately after the merger as they had in the Common Stock immediately before; (d) any sale, lease, exchange, or other transfer (in one transaction or a series of related transactions) of all or substantially all the assets or earning power of the Company; or (e) the Company’s shareholders or the Board approve(s) the liquidation or dissolution of the Companyacquiring entity.

Change in Control. No amounts and 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 Agreement, a “Change in Control” shall be deemed means the occurrence subsequent to have occurred as the date of the first day that this Agreement of any one or more of the following conditions shall have occurred: relating to the Company or the Bank: (ai) any natural person an acquisition of control of the Company or entity (a “Person”)the Bank within the meaning of the Home Owners’ Loan Act of 1933 and 12 C.F. R. 574, as such term is used amended; (ii) an event that would be required to be reported in Section 13(d) and 14(dresponse to Item 5.01 of Form 8-K or Item 6(e) of Schedule 14A of Regulation 14A pursuant to the Securities and Exchange Act of 19341934 Act, as amended (the “1934 Act”) (other than (i) the Company and/or its wholly owned subsidiaries; (ii) ), or any employee benefit plan successor statute, whether or not any class of securities of the Company and any trustee or other fiduciary in such capacity holding securities is registered under such planthe 1934 Act; (iii) any corporation owned, directly Person or indirectly, by the shareholders group of the Company in substantially the same proportions as their ownership of stock of the Company; or (iv) any other Person, who, within the one (1) year prior to the event which would otherwise be a Change in Control, was an executive officer of the Company), Persons is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of securities of either the Company or the Bank representing 2025% or more of the combined voting power of the Company’s or the Bank’s then outstanding securities. For purposes hereof, the term “Independent Director” shall be determined under the rules of The NASDAQ Stock Market; ; or (biv) during any two (2) year period of thirty-six consecutive months, individuals who at the following persons shall beginning of such period constitute the Board of Directors of the Company or the Bank cease for any reason to constitute at least a majority of thereof unless the Board: (i) directors of the Company in office at the beginning of such period; and (ii) any new director whose election by the Boardelection, or whose the nomination for election, of each new director 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 and, in such case, each new director so approved will be considered for purposes of this section to have been a director at the two beginning of such period. For purposes of the definition of “Change in Control,” (2A) year period a Person or who themselves were nominated by persons described in this clause group of Persons does not include the CFS Bancorp, Inc. Employee Stock Ownership Plan Trust which forms a part of the CFS Bancorp, Inc. Employee Stock Ownership Plan (iithe “ESOP”); provided, however, any new director shall not include a director designated by a Person who has entered into an agreement with the Company to effect a transaction described in subsections (a) or (c) hereof; (c) the consummation of a consolidation or merger other employee benefit plan of the Company in which or the Company is not the continuing Bank, or surviving corporation any subsidiary or otherwise does not have control over the combined entity or pursuant to which the common stock affiliate of the Company or the Bank, and (B) the “Common Stock”) would be converted into cash, securities, and/or other property, other than a merger outstanding securities of the Company in which holders shall include all shares of Common Stock immediately prior common stock owned by the ESOP, whether allocated or unallocated to the merger have the same proportionate ownership accounts of voting securities of the surviving corporation immediately after the merger as they had in the Common Stock immediately before; (d) any sale, lease, exchange, or other transfer (in one transaction or a series of related transactions) of all or substantially all the assets or earning power of the Company; or (e) the Company’s shareholders or the Board approve(s) the liquidation or dissolution of the Companyparticipants thereunder.

Change in Control. No amounts This Agreement provides for certain payments and benefits to Executive only in the event of Change in Control. A "Change in Control" of the Company or the Bank shall mean a change in control of a nature that: (a) would be payable hereunder unless there shall have been required to be reported in response to Item 1.01 of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"); or (▇) ▇▇▇▇▇▇▇ ▇▇ ▇ ▇▇▇nge in Control of the Company or the Bank within the meaning of the Bank Holding Company Act, as amended, and applicable rules and regulations promulgated thereunder (collectively, the "BHCA") as in effect at the time of the Change in Control; or (c) without limitation such a Change in Control of the Company, as set forth below. For purposes of this Agreement, a “Change in Control” shall be deemed to have occurred as of the first day that any one or more of the following conditions shall have occurredat such time as: (ai) any natural person or entity "person" (a “Person”), as such the term is used in Section Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Act”) (other than (i) the Company and/or its wholly owned subsidiaries; (ii) any employee benefit plan of the Company and any trustee or other fiduciary in such capacity holding securities under such plan; (iii) any corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of stock of the Company; or (iv) any other Person, who, within the one (1) year prior to the event which would otherwise be a Change in Control, was an executive officer 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 Bank representing 2025% or more of the combined voting power of Company's outstanding securities and who prevails in a transaction under (iv), except for any securities purchased by the Company’s then outstanding securities. For purposes hereof, the term “Independent Director” shall be determined under the rules of The NASDAQ Stock Market;Bank's employee stock ownership plan or trust; or (bii) during any two individuals who constitute the Board on the date hereof (2the "Incumbent Board") year period the following persons shall cease for any reason to constitute at least a majority of thereof, provided that any person becoming a director subsequent to the Board: (i) directors of the Company in office at the beginning of such period; and (ii) any new director date hereof whose election by the Board, or whose nomination for election, was approved by a vote of at least twothree-thirds quarters of the directors still in office who were directors at comprising the beginning Incumbent Board, or whose nomination for election by the Company's stockholders was approved by the same Nominating Committee serving under an Incumbent Board, shall be, for purposes of the two (2) year period or who themselves were nominated by persons described in this clause (ii), considered as though he were a member of the Incumbent Board; provided, however, any new director shall not include a director designated by a Person who has entered into an agreement with the Company to effect a transaction described in subsections (a) or (c) hereof;or (ciii) the consummation a plan of a consolidation or merger of the Company in which the Company is not the continuing or surviving corporation or otherwise does not have control over the combined entity or pursuant to which the common stock of the Company (the “Common Stock”) would be converted into cashreorganization, securitiesmerger, and/or other propertyconsolidation, other than a merger of the Company in which holders of Common Stock immediately prior to the merger have the same proportionate ownership of voting securities of the surviving corporation immediately after the merger as they had in the Common Stock immediately before; (d) any sale, lease, exchange, or other transfer (in one transaction or a series of related transactions) sale of all or substantially all the assets or earning power of the CompanyCompany or the Bank or similar transaction in which the Company or Bank is not the surviving institution occurs; or (eiv) the Company’s shareholders or the Board approve(s) the liquidation or dissolution a proxy statement soliciting proxies from stockholders of the Company, by someone other than the current management of the Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Company or similar transaction with one or more corporations as a result of which the outstanding shares of the class of securities then subject to the plan are exchanged for or converted into cash or property or securities not issued by the Company.

Change in Control. No amounts and 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 Agreement, a “the term "Change in Control” " shall be deemed to have occurred as of the first day that any one or more of the following conditions shall have occurred: mean (ai) any natural person or entity (a “Person”), "person" as such term is used in Section Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended 1934 (the “"Act”") (other than (i) the Company and/or its wholly owned subsidiaries; (ii) Company, any trustee or other fiduciary holding securities under any employee benefit plan of the Company and Company, or any trustee or other fiduciary in such capacity holding securities under such plan; (iii) any corporation company owned, directly or indirectly, by the shareholders stockholders of the Company in substantially the same proportions as their ownership of stock of the Company; or (iv) any other Person, who, within the one (1) year prior to the event which would otherwise be a Change in Control, was an executive officer Common Stock of the Company), is or becomes the “"beneficial owner” " (as defined in Rule 13d-3 under the Act), directly or indirectly, of securities of the Company representing 20% twenty-five percent (25%) or more of the combined voting power of the Company’s 's then outstanding securities. For purposes hereof, the term “Independent Director” shall be determined under the rules of The NASDAQ Stock Market; ; (bii) during any period of two (2) year consecutive years (not including any period prior to the following persons shall cease for any reason to constitute at least a majority of the Board: (i) directors of the Company in office Commencement Date), individuals who at the beginning of such period; period constitute the Board, and (ii) any new director whose election by the Board, or whose nomination for election, was approved by a vote of at least two-thirds of the directors still in office who were directors at the beginning of the two (2) year period or who themselves were nominated by persons described in this clause (ii); provided, however, any new director shall not include other than a director designated by a Person person who has entered into an agreement with the Company to effect a transaction described in subsections clause (a) i), (iii), or (civ) hereof; of this paragraph) whose election by the Board 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 either were directors at the beginning of the two-year period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the Board; (ciii) the consummation of a merger or consolidation or merger of the Company in which the Company is not the continuing or surviving corporation or otherwise does not have control over the combined entity or pursuant to which the common stock of the Company (the “Common Stock”) would be converted into cash, securities, and/or with any other propertycorporation, other than a merger or consolidation which would result in the voting securities of the Company in which holders of Common Stock outstanding immediately prior thereto continuing to the merger have the same proportionate ownership of represent (either by remaining outstanding or by being converted into voting securities of the surviving corporation entity) more than fifty percent (50%) of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; provided, however, that a merger or consolidation effected to implement a recapitalization of the merger as they had Company (or similar transaction) in which no person acquires more than twenty-five percent (25%) of the Common Stock immediately before; combined voting power of the Company's then outstanding securities shall not constitute a Change in Control of the Company; or (div) any sale, lease, exchange, the stockholders of the Company approve a plan of complete liquidation of the Company or other transfer (in one transaction the sale or a series of related transactions) disposition by the Company of all or substantially all of the Company's assets other than (x) the sale or disposition of all or substantially all of the assets of the Company to a person or earning persons who beneficially own, directly or indirectly, at least fifty percent (50%) or more of the combined voting power of the Company; or outstanding voting securities of the Company at the time of the sale or (ey) pursuant to a spinoff type transaction, directly or indirectly, of such assets to the Company’s shareholders or the Board approve(s) the liquidation or dissolution stockholders of the Company. In no event shall the Spinoff in and of itself constitute a Change in Control for purposes of this Agreement; provided, however, that the provisions of this Section 10 shall be operative immediately after consummation of the Spinoff.

Change in Control. No amounts and 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 Agreement, a “A "Change in Control” " shall be deemed to ----------------- have occurred as of if the first day that conditions set forth in any one or more of the following conditions paragraphs shall have occurredbeen satisfied: (ai) any natural person or entity "person" (a “Person”), as such term is used in Section Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “"Exchange Act”")) (other than (i) the Company and/or its wholly owned subsidiariesCompany; (ii) any trustee or other fiduciary holding securities under an employee benefit plan of the Company and Company; or any trustee or other fiduciary in such capacity holding securities under such plan; (iii) any corporation company owned, directly or indirectly, by the shareholders stockholders of the Company in substantially the same proportions as their ownership of the stock of the Company; or (iv) any other Person, who, within the one (1) year prior to the event which would otherwise be a Change in Control, was an executive officer 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 combined voting power of the Company’s 's then outstanding securities. For purposes hereof, the term “Independent Director” shall be determined under the rules of The NASDAQ Stock Market;; or (bii) during any period of two consecutive years (2) year not including any period prior to the following persons shall cease for any reason to constitute at least a majority of the Board: (i) directors of the Company in office Effective Date), individuals who at the beginning of such period; period constitute the Board and (ii) any new director whose election by the Board, or whose nomination for election, was approved by a vote of at least two-thirds of the directors still in office who were directors at the beginning of the two (2) year period or who themselves were nominated by persons described in this clause (ii); provided, however, any new director shall not include other than a director designated by a Person person who has entered into an agreement with the Company to effect a transaction described in subsections subsection (ai), (iii) or (civ) hereof;of this Section 10(g)) whose election by the Board or nomination for election by the Company's stockholders was approved by a vote of at least 2/3 of the 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 a majority thereof; or (ciii) the consummation of a consolidation or merger stockholders of the Company in which the Company is not the continuing approve a merger or surviving corporation or otherwise does not have control over the combined entity or pursuant to which the common stock consolidation of the Company (the “Common Stock”) would be converted into cash, securities, and/or with any other propertycorporation, other than (A) a merger or consolidation which would result in the voting securities of the Company in which holders of Common Stock outstanding immediately prior thereto continuing to the merger have the same proportionate ownership of represent (either by remaining outstanding or by being converted into voting securities of the surviving corporation entity), in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of the Company, at least 75% 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 merger as they had Company (or similar transaction) in which no person acquires more than 50% of the Common Stock immediately before;combined voting power of the Company's then outstanding securities; or (div) any sale, lease, exchange, the stockholders of the Company approve a plan of complete liquidation of the Company or other transfer (in one transaction an agreement for the sale or a series of related transactions) disposition by the Company of all or substantially all the assets or earning power of the Company; or (e) the Company’s shareholders or the Board approve(s) the liquidation or dissolution of the Company's assets.

Change in Control. No 9.1 In the event that the Director’s employment is terminated, either directly or on good reason, solely as a result of a “change in control” (within the meaning of that term as defined in the Securities Regulation Code on Take-overs and Mergers of the Securities Regulation Panel, or in the event of a deemed change in control within the meaning of 9.2) and within 12 months of such change in control, the Company shall pay to the Director not later than 30 days after the date of the termination of his employment, an amount equivalent to twice his annual GRP referred to in 7.1.1, plus the average of the incentive bonuses paid by the Company to the Director during the previous two completed financial years, together with any other payments and/or benefits due in terms of this contract. The agreed amounts referred to in the preceding sentence shall cover any compensation or damages the Director may be entitled to in terms of the Labour Relations Act, 1995, the Basic Conditions of Employment Act, 1997, and benefits any other legislation governing employment. The Director shall be payable hereunder unless there entitled for a period of two years after the date of termination, subject to the relevant rules of the share option scheme then in force, to retain and to exercise all share options allocated to him including those which may not have vested at the date of such termination. The Director shall furthermore be entitled to receive the incentive bonus he has earned in terms of 8.2, notwithstanding that the financial year concerned may not have been a Change in Control of concluded. 9.2 For the Company, as set forth below. For purposes of this Agreement, a “Change in Control” clause there shall be deemed to have occurred as be a change in control on the occurrence of any of the first day that following events: 9.2.1 the acquisition by any one individual, entity or group (“a Person”) of beneficial ownership of 30% or more of either: 9.2.1.1 the then issued ordinary shares of GFI (“the ordinary shares”); or 9.2.1.2 the combined voting power in respect of the issued ordinary share capital of GFI entitling the holder thereof to vote on the election of Directors (“the voting shares”); provided that, for the purposes of this 9.2.1, the following conditions acquisitions shall have occurrednot constitute a change in control: (ai) any natural person or entity (a “Person”), as such term is used in Section 13(d) and 14(d) of acquisition directly from the Securities Exchange Act of 1934, as amended (the “Act”) (other than (i) the Company and/or its wholly owned subsidiaries; company; (ii) any employee benefit plan of acquisition by the Company and any trustee or other fiduciary in such capacity holding securities under such plan; company; (iii) any corporation ownedacquisition by any company pursuant to a transaction which complies with 9.2.3.1, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of stock of the Company9.2.3.2 and 9.2.3.3 below; or (iv) any other Person, or 9.2.2 individuals who, within as of 01 July 2002, (“the one effective date”) constitute the Non Executive GFI Board (1“the Incumbent Board”) year prior to the event which would otherwise be a Change in Control, was an executive officer of the Company), is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Act), directly or indirectly, of securities of the Company representing 20% or more of the combined voting power of the Company’s then outstanding securities. For purposes hereof, the term “Independent Director” shall be determined under the rules of The NASDAQ Stock Market; (b) during any two (2) year period the following persons shall cease for any reason to constitute at least a majority of the GFI Non Executive Board: (i) directors of ; provided that any individual becoming a Director subsequent to the Company in office at the beginning of such period; and (ii) any new director effective date whose election, or nomination for election by the Board, or whose nomination for electionGFI’s shareholders, was approved by a vote of at least two-thirds the majority of the directors still in office who Directors then comprising the Incumbent Board, shall be considered as though such individual were directors at the beginning a member of the two (2) year period Incumbent Board, but excluding, for this purpose any such individual whose initial assumption of office occurs as a result of an actual or who themselves were nominated threatened election contest with respect to the election or removal of Directors or other actual or threatened solicitation of proxies or consents by persons described in this clause (ii); provided, however, any new director shall not include a director designated by or on behalf of a Person who has entered into an agreement with other than the Company to effect a transaction described in subsections (a) or (c) hereof;GFI Board; or (c) the 9.2.3 consummation of a re-organisation, merger or consolidation or merger of the Company in which the Company is not the continuing or surviving corporation or otherwise does not have control over the combined entity or pursuant to which the common stock of the Company (the “Common Stock”) would be converted into cash, securities, and/or other property, other than a merger of the Company in which holders of Common Stock immediately prior to the merger have the same proportionate ownership of voting securities of the surviving corporation immediately after the merger as they had in the Common Stock immediately before; (d) any sale, lease, exchange, sale or other transfer (in one transaction or a series of related transactions) disposition of all or substantially all of the assets of GFI or earning power an acquisition of assets of another company (“a Business Combination”), in each case, unless, following such Business Combination: 9.2.3.1 all or substantially all of the CompanyPersons who were the beneficial owners of the issued ordinary shares and issued voting shares of the GFI, immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then issued ordinary shares of GFI and the then issued voting shares, as the case may be, of the entity resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns GFI or all or substantially all of the GFI’s assets, either directly or through one or more subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination of the issued ordinary shares of GFI or of its issued voting shares, as the case may be; 9.2.3.2 no Person (excluding any entity resulting from such Business Combination or any employee benefit plan (or related trust)) beneficially owns, directly or indirectly, 30% or more of, respectively, the then issued ordinary shares of GFI resulting from such Business Combination or the issued voting shares, except to the extent that such ownership existed prior to the Business Combination; and 9.2.3.3 at least a majority of the board of Directors of the entity resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or (e) 9.2.4 approval by the Company’s shareholders or the Board approve(s) the liquidation of GFI of a voluntary winding up or dissolution of GFI or the Companygranting of a final or provisional winding-up order in respect of GFI.

Change in Control. No amounts and benefits shall be payable hereunder unless there shall have been a Change in Control (i) Prior to the consummation of the Companyany initial public offering of Company Common Stock, as set forth below. For purposes of this Agreement, a “Change in Control” shall be deemed to have occurred as of the first day that any one or more of the following conditions shall have occurred: (a) the MDC Entities shall at any natural person or entity (a “Person”)time not own, as such term is used in Section 13(d) and 14(d) of the Securities Exchange Act of 1934aggregate, as amended (the “Act”) (other than (i) the Company and/or its wholly owned subsidiaries; (ii) any employee benefit plan of the Company and any trustee or other fiduciary in such capacity holding securities under such plan; (iii) any corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of stock of the Company; or (iv) any other Person, who, within the one (1) year prior to the event which would otherwise be a Change in Control, was an executive officer of the Company), is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Act), directly or indirectly, of securities of the Company representing 20at least 51% or more of the combined voting power of the Company’s then outstanding securities. For purposes hereof, the term “Independent Director” shall be determined under the rules of The NASDAQ Stock Market; Company voting Securities; or (b) during any two Person (2other than the MDC Entities), including a "group" (within the meaning of Sections 13(d) year period and 14(d)(2) of the following persons Exchange Act) which includes such Person, shall cease for purchase or otherwise acquire, directly or indirectly, beneficial ownership of Securities of Company and, as a result of such purchase or acquisition, any reason to constitute Person (together with its associates and Affiliates), shall directly or indirectly beneficially own in the aggregate Securities representing more than 35% of the combined voting power of Company voting Securities; or (ii) at least any time thereafter, (a) the MDC Entities together shall own, directly or indirectly, in the aggregate, a lesser percentage of the combined voting power of Company voting Securities than any other holder, including a "group" (within the meaning of Sections 13(d) and 14(d)(2) of the Exchange Act) which includes such holder, of such voting Securities; (b) a majority of the Board: (i) directors members of the Board of Directors of Company in office at the beginning of such period; and (ii) any new director whose election by the Board, or whose nomination for election, was approved by a vote of at least two-thirds of the directors still in office who were directors at the beginning of the two (2) year period or who themselves were nominated by persons described in this clause (ii); provided, however, any new director shall not include a director designated by a Person who has entered into an agreement with the Company to effect a transaction described in subsections (a) be Continuing Directors; or (c) hereof; any Person (cother than the MDC Entities), including a "group" (within the meaning of Sections 13(d) the consummation of a consolidation or merger and 14(d)(2) of the Company in Exchange Act) which the Company is not the continuing or surviving corporation includes such Person, shall purchase or otherwise does not have control over acquire, directly or indirectly, beneficial ownership of Securities of Company and, as a result of such purchase or acquisition, any Person (together with its associates and Affiliates), shall directly or indirectly beneficially own in the aggregate Securities representing more than 25% of the combined entity or pursuant to which the common stock of the Company (the “Common Stock”) would be converted into cash, securities, and/or other property, other than a merger of the Company in which holders of Common Stock immediately prior to the merger have the same proportionate ownership of voting securities of the surviving corporation immediately after the merger as they had in the Common Stock immediately before; (d) any sale, lease, exchange, or other transfer (in one transaction or a series of related transactions) of all or substantially all the assets or earning power of the CompanyCompany voting Securities; or (e) the Company’s shareholders or the Board approve(s) the liquidation or dissolution of the Company.

Change in Control. No amounts and 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 Agreement, a “"Change in Control” " shall be deemed to have occurred as of the first day that any one or more of the following conditions shall have occurredif: 7.1.1 any Person (a) any natural person or entity (a “Person”), as such term is used defined in Section 13(d3(a)(9) and 14(d) of under the Securities Exchange Act of 1934, as amended (the “"Exchange Act”) (")), other than Company or any Significant Subsidiary (i) the Company and/or its wholly owned subsidiaries; (ii) any employee benefit plan of the Company and any trustee or other fiduciary in such capacity holding securities under such plan; (iii) any corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of stock of the Company; or (iv) any other Person, who, within the one (1) year prior to the event which would otherwise be a Change in Control, was an executive officer of the Companydefined below), is or becomes the “beneficial owner” Beneficial Owner (as defined in Rule 13d-3 under the Exchange Act; provided, that a Person shall be deemed to be the Beneficial Owner of all shares that any such Person has the right to acquire pursuant to any agreement or arrangement or upon exercise of conversion rights, warrants, options or otherwise, without regard to the 60-day period referred to in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company or any Significant Subsidiary (as defined below) representing 2050% or more of the combined voting power of the Company’s ’s, or such Significant Subsidiary’s, as the case may be, then outstanding securities. For purposes hereof, the term “Independent Director” shall be determined under the rules of The NASDAQ Stock Market; (b) 7.1.2 during any period of two years, individuals who at the beginning of such period constitute the Board and any new director (2other than a director designated by a person who has entered into an agreement with Company to effect a transaction described in 7.1.3, 7.1.4 or 7.1.5) whose election by the Board or nomination for election by stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the two-year period or whose election or nomination for election was previously so approved, but excluding for this purpose any such new director whose initial assumption of office occurs as a result of either an actual or threatened election contest or other actual or threatened solicitation of proxies or consents by or on behalf of an individual, corporation, partnership, group, association or other entity other than the following persons shall Board, cease for any reason to constitute at least a majority of the Board: (i) directors Board of the either Company in office at the beginning of such period; and (ii) any new director whose election by the Board, or whose nomination for election, was approved by a vote of at least two-thirds of the directors still in office who were directors at the beginning of the two (2) year period or who themselves were nominated by persons described in this clause (ii); provided, however, any new director shall not include a director designated by a Person who has entered into an agreement with the Company to effect a transaction described in subsections (a) or (c) hereofSignificant Subsidiary; (c) 7.1.3 the consummation of a merger or consolidation of Company or merger any subsidiary of Company owning directly or indirectly all or substantially all of the Company in which the Company is not the continuing or surviving corporation or otherwise does not have control over the combined entity or pursuant to which the common stock consolidated assets of the Company (the “Common Stock”a "Significant Subsidiary") would be converted into cash, securities, and/or with any other propertyentity, other than a merger of or consolidation that would result in the Company in which holders of Common Stock immediately prior to the merger have the same proportionate ownership holder(s) of voting securities of the surviving corporation immediately after the merger as they had in the Common Stock immediately before; (d) any sale, lease, exchange, or other transfer (in one transaction Company or a series of related transactionsSignificant Subsidiary outstanding immediately prior thereto continuing to hold more than fifty percent (50%) of all or substantially all the assets or earning combined voting power of the Companysurviving or resulting entity outstanding immediately after such merger or consolidation; 7.1.4 the stockholders of Company approve a plan or agreement for the sale or disposition of fifty percent (50%) or more of the consolidated assets of Company in which case the Board shall determine the effective date of the Change of Control resulting therefrom; or (e) the Company’s shareholders or 7.1.5 any other event occurs that the Board approve(s) determines, in its discretion, would materially alter the liquidation structure of Company or dissolution of the Companyits ownership.

Change in Control. No amounts and 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 Agreement, a “Change change in Controlcontrol” of the Company shall be deemed to have occurred as of the first day that if any one or more of the following conditions shall have occurredevents occur: (aA) An acquisition after the date of this Agreement by any natural person individual, entity or entity group (a “Person”), as such term is used in within the meaning of Section 13(d13(d)(3) and 14(dor 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (other than (i) the Company and/or its wholly owned subsidiaries; (ii) any employee benefit plan of the Company and any trustee or other fiduciary in such capacity holding securities under such plan; beneficial ownership (iii) any corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of stock of the Company; or (iv) any other Person, who, within the one (1) year prior to the event which would otherwise be a Change in Control, was an executive officer meaning of the Company), is or becomes the “beneficial owner” (as defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, ) of securities of the Company representing 20% fifty percent (50%) or more of the combined voting power of the Company’s then outstanding securities. For voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes hereofof this definition, the term “Independent Director” following transactions shall be determined under not constitute a change in control: (a) any acquisition by the rules Company or by an employee benefit plan (or related trust) sponsored or maintained by the Company or an affiliate, (b) any acquisition by a lender to the Company pursuant to a debt restructuring of The NASDAQ Stock Marketthe Company, (c) any acquisition by, or consummation of a Corporate Transaction with, an affiliate of the Company, or (d) a Non-Control Transaction; (bB) during any two A change in the composition of the board of directors of the Company such that the individuals who, as of the date hereof, constitute the board of directors of the Company (2such Board shall be hereinafter referred to as the “Incumbent Board”) year period the following persons shall cease for any reason to constitute at least a majority of the Board: board of directors of the Company; provided, however, for purposes of this clause (i) B), any individual who becomes a member of the board of directors of the Company in office at subsequent to the beginning of such period; and (ii) any new director date hereof whose election, or nomination for election by the Board, or whose nomination for electionCompany’s stockholders, was approved by a vote of at least two-thirds a majority of those individuals who are members of the board of directors still in office who were directors at the beginning of the two (2) year period or who themselves were nominated by persons described in this clause (ii); provided, however, any new director shall not include a director designated by a Person who has entered into an agreement with the Company to effect a transaction described in subsections (a) or (c) hereof; (c) the consummation of a consolidation or merger of the Company in which and who were also members of the Company is not the continuing Incumbent Board (or surviving corporation or otherwise does not have control over the combined entity or deemed to be such pursuant to which this provision) shall be considered as though such individual were a member of the common stock Incumbent Board; but, provided, further, that any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the board of directors of the Company (the “Common Stock”) would shall not be converted into cash, securities, and/or other property, other than so considered as a merger member of the Company in which holders of Common Stock immediately prior to the merger have the same proportionate ownership of voting securities of the surviving corporation immediately after the merger as they had in the Common Stock immediately before;Incumbent Board; or (dC) any saleConsummation of a reorganization, lease, exchange, merger or consolidation or sale or other transfer (in one transaction or a series of related transactions) disposition of all or substantially all of the assets of the Company (a “Corporate Transaction”), in each case, unless the Corporate Transaction is a Non-Control Transaction; or earning For purposes of the foregoing, “Non-Control Transaction” means a Corporate Transaction as a result of which the Outstanding Company Voting Securities immediately prior to such Corporate Transaction would entitle the holders thereof immediately prior to such Corporate Transaction to exercise, directly or indirectly, more than fifty percent (50%) of the combined voting power of all of the shares of capital stock entitled to vote generally in election of directors of the corporation resulting from such Corporate Transaction immediately after such Corporate Transaction (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company; or (e) the Company’s shareholders assets either directly or the Board approve(s) the liquidation through one or dissolution of the Companymore subsidiaries).

Change in Control. No amounts and 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 Agreement, a “A "Change in Control” " shall be deemed to have ----------------- occurred as of if the first day that conditions set forth in any one or more of the following conditions paragraphs shall have occurred:been satisfied. (a) any natural person or entity (a “Person”), Any "person," as such term is used in Section Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended 1934 (the “"Exchange Act”") (other than (i) the Company and/or its wholly owned subsidiariesCompany; (ii) any employee benefit plan of the Company and any trustee or other fiduciary in such capacity holding securities under such planan Executive benefit plan of the Company; (iii) or any corporation company owned, directly or indirectly, by the shareholders stockholders of the Company in substantially the same proportions as their ownership of the stock of the Company; or (iv) any other Person, who, within the one (1) year prior to the event which would otherwise be a Change in Control, was an executive officer of the Company), is or becomes the “"beneficial owner” " (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of the securities of the Company (not including in the securities beneficially owned by such Person 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 25% or more of the combined voting power of the Company’s 's then outstanding securities. For purposes hereof, the term “Independent Director” shall be determined under the rules of The NASDAQ Stock Market;; or (b) during During any period of two consecutive years (2) year not including any period prior to the following persons shall cease for any reason to constitute at least a majority execution of the Board: (i) directors of the Company in office this Agreement), individuals who at the beginning of such period; period constitute the Board of Directors and (ii) any new director whose election by the Board, or whose nomination for election, was approved by a vote of at least two-thirds of the directors still in office who were directors at the beginning of the two (2) year period or who themselves were nominated by persons described in this clause (ii); provided, however, any new director shall not include other than a director designated by a Person person who has entered into an agreement with the Company to effect a transaction described in subsections clause (a), (c) or (cd) hereof;of this section), (i) 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 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 or (ii) whose election is to replace a person who ceases to be a director due to death, disability or age, cease for any reason to constitute a majority thereof; or (c) the consummation of a consolidation or merger The shareholders of the Company in which the Company is not the continuing approve a merger or surviving corporation or otherwise does not have control over the combined entity or pursuant to which the common stock consolidation of the Company (the “Common Stock”) would be converted into cash, securities, and/or with other propertycorporation, other than (i) a merger or consolidation which would result in the voting securities of the Company in which holders of Common Stock outstanding immediately prior thereto continuing to the merger have the same proportionate ownership of represent (either by remaining outstanding or by being converted into voting securities of the surviving corporation entity), in combination with the ownership of any trustee or other fiduciary holding securities under an Executive benefit plan of the Company, at least 75% of the combined voting power of the 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 merger as they had Company (or similar transaction) in which no person acquires more than 50% of the Common Stock immediately before;combined voting power of the Company's then outstanding securities; or (d) any sale, lease, exchange, The shareholders of the Company approve a plan of complete liquidation of the Company or other transfer (in one transaction an agreement for the sale or a series of related transactions) disposition by the Company of all or substantially all the assets or earning power of the Company; or (e) the Company’s shareholders or the Board approve(s) the liquidation or dissolution of the Company's assets.

Change in Control. No amounts and 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 Agreement, a “Change in Control” Control shall be deemed to have occurred as of the first day that any one or more of the following conditions shall have occurredmean: (a) the acquisition by any natural person individual, entity or entity group (a “Person”), as such term is used in within the meaning of Section 13(d13(d)(3) and 14(dor 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (other than a “Person”), of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% or more of either (i) the then-outstanding shares of common stock of the Company and/or its wholly owned subsidiaries; (the “Outstanding Company Common Stock”) or (ii) any employee benefit plan of the Company and any trustee or other fiduciary in such capacity holding securities under such plan; (iii) any corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of stock of the Company; or (iv) any other Person, who, within the one (1) year prior to the event which would otherwise be a Change in Control, was an executive officer of the Company), is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Act), directly or indirectly, of securities of the Company representing 20% or more of the combined voting power of the Company’s then then-outstanding securities. For purposes hereofvoting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that the following acquisitions shall not constitute a Change in Control: (A) any acquisition directly from the Company (excluding an acquisition by virtue of the exercise of a conversion privilege), (B) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company or (C) any acquisition by any corporation pursuant to a reorganization, merger or consolidation, if, following such reorganization, merger or consolidation, the term “Independent Director” shall be determined under the rules conditions described in subclauses (i), (ii) and (iii) of The NASDAQ Stock Market;subparagraph (c) of this sentence are satisfied; or (b) during any two if individuals who, as of the date hereof, constitute the Board (2the “Incumbent Board”) year period the following persons shall cease for any reason to constitute at least a majority of the Board: (i) directors of ; provided, however, that any individual becoming a director subsequent to the Company in office at the beginning of such period; and (ii) any new director date hereof whose election, or nomination for election by the Board, or whose nomination for electionCompany’s stockholders, was approved by a vote of at least two-thirds of the directors still in office who then constituting the Incumbent Board shall be considered as though such individual were directors at the beginning a member of the two (2) year period or who themselves were nominated by persons described in Incumbent Board, but excluding, for this clause (ii); provided, howeverpurpose, any new director shall not include such individual whose initial assumption of office occurs as a director designated result of either an actual or threatened election contest subject to Rule 14a-11 of Regulation 14A promulgated under the Exchange Act or other actual or threatened solicitation of proxies or consents by or on behalf of a Person who has entered into an agreement with other than the Company to effect a transaction described in subsections (a) or (c) hereof;Board; or (c) approval by the consummation of a consolidation or merger stockholders of the Company in which of a reorganization, merger or consolidation, unless following such reorganization, merger or consolidation (i) more than 60% of, respectively, the Company is not the continuing or surviving corporation or otherwise does not have control over the combined entity or pursuant to which the then-outstanding shares of common stock of the Company (corporation resulting from such reorganization, merger or consolidation and the “Common Stock”) would be converted into cash, securities, and/or other property, other than a merger combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company in which holders of Common Stock and Outstanding Company Voting Securities immediately prior to the merger have such reorganization, merger, or consolidation in substantially the same proportionate ownership proportions as their ownership, immediately prior to such reorganization, merger or consolidation, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be (for purposes of determining whether such percentage test is satisfied, there shall be excluded from the number of shares and voting securities of the surviving resulting corporation owned by the Company's stockholders, but not from the total number of outstanding shares and voting securities of the resulting corporation, any shares or voting securities received by any such stockholder in respect of any consideration other than shares or voting securities of the Company); (ii) no Person (excluding the Company, any employee benefit plan (or related trust) of the Company, any qualified employee benefit plan of such corporation resulting from such reorganization, merger or consolidation and any Person beneficially owning, immediately after prior to such reorganization, merger or consolidation, directly or indirectly, 20% or more of the merger as they had in the Outstanding Company Common Stock immediately before; (dor Outstanding Company Voting Securities, as the case may be) any salebeneficially owns, leasedirectly or indirectly, exchange30% or more of, respectively, the then-outstanding shares of common stock of the corporation resulting from such reorganization, merger or other transfer (in one transaction consolidation or a series of related transactions) of all or substantially all the assets or earning combined voting power of the Companythen-outstanding voting securities of such corporation entitled to vote generally in the election of directors; or and (eiii) the Company’s shareholders or the Board approve(s) the liquidation or dissolution of the Company.at least

Change in Control. No amounts and benefits shall be payable hereunder unless there shall have been a Change Except as provided in Control the last sentence of the Companythis Paragraph 7(d), as set forth below. For for purposes of this Agreement, a “"Change in Control” " shall be deemed to have occurred as if: (i) for any reason at any time less than seventy-five percent (75%) of the first day that members of the KCSI Board shall be individuals who fall into any one or more of the following conditions shall have occurredcategories: (a) individuals who were members of the KCSI Board on the date of the Agreement; or (b) individuals whose election, or nomination for election by KCSI's stockholders, was approved by a vote of at least seventy-five percent (75%) of the members of the KCSI Board then still in office who were members of the KCSI Board on the date of the Agreement; or (c) individuals whose election, or nomination for election, by KCSI's stockholders, was approved by a vote of at least seventy-five percent (75%) of the members of the KCSI Board then still in office who were elected in the manner described in (a) or (b) above, or (ii) any natural person or entity "person" (a “Person”), as such term is used in Section Sections 13(d) and 14(d14(d)(2) of the Securities Exchange Act of 1934, as amended 1934 (the “"Exchange Act”")) (other than KCSI (ias to KCSL and Railway securities) shall have become, according to a public announcement or filing, the Company and/or its wholly owned subsidiaries; (ii) any employee benefit plan of the Company and any trustee or other fiduciary in such capacity holding securities under such plan; (iii) any corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of stock of the Company; or (iv) any other Person, who, within the one (1) year prior to the event which would otherwise be a Change in Control, was an executive officer 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 KCSI, KCSL or Railway representing 20% thirty percent (30%) (or, with respect to Paragraph 7(c) hereof, 40%) or more (calculated in accordance with Rule 13d-3) of the combined voting power of the Company’s KCSI's, KCSL's or Railway's then outstanding voting securities. For purposes hereof, the term “Independent Director” shall be determined under the rules of The NASDAQ Stock Market;; or (b) during any two (2) year period the following persons shall cease for any reason to constitute at least a majority of the Board: (i) directors of the Company in office at the beginning of such period; and (ii) any new director whose election by the Board, or whose nomination for election, was approved by a vote of at least two-thirds of the directors still in office who were directors at the beginning of the two (2) year period or who themselves were nominated by persons described in this clause (ii); provided, however, any new director shall not include a director designated by a Person who has entered into an agreement with the Company to effect a transaction described in subsections (a) or (c) hereof; (ciii) the consummation stockholders of KCSI, KCSL or Railway shall have approved a merger, consolidation or merger dissolution of the Company in which the Company is not the continuing KCSI, KCSL or surviving corporation Railway or otherwise does not have control over the combined entity or pursuant to which the common stock of the Company (the “Common Stock”) would be converted into cash, securities, and/or other property, other than a merger of the Company in which holders of Common Stock immediately prior to the merger have the same proportionate ownership of voting securities of the surviving corporation immediately after the merger as they had in the Common Stock immediately before; (d) any sale, lease, exchange, exchange or other transfer (in one transaction or a series of related transactions) disposition of all or substantially all of KCSI's, KCSL's or Railway's assets, if persons who were the assets or earning beneficial owners of the combined voting power of KCSI's, KCSL's or Railway's voting securities immediately before any such merger, consolidation, dissolution, sale, lease, exchange or disposition do not immediately thereafter, beneficially own, directly or indirectly, in substantially the Company; or (e) the Company’s shareholders or the Board approve(s) the liquidation or dissolution same proportions, more than 60% of the Companycombined voting power of any corporation or other entity resulting from any such transaction. Notwithstanding the foregoing provisions of this Paragraph 7(d) to the contrary, the sale of shares of stock of Kansas City Southern Lines, Inc. ("KCSL") pursuant to an initial public offering of shares of stock of KCSL shall not constitute a Change in Control.

Change in Control. No amounts and benefits shall be payable hereunder unless there shall have been In the event of a Change in Control of Control, the Company, as set forth belowInitial Grant Shares will immediately vest. For purposes of this Agreement, a “Change in Control” shall be deemed to have occurred as of the first day that any one or more of the following conditions shall have occurred: (a) any natural person or entity (a “Person”), as on such term is used in Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Act”) (other than (i) the Company and/or its wholly owned subsidiaries; (ii) any employee benefit plan of the Company and any trustee or other fiduciary in such capacity holding securities under such plan; (iii) any corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of stock of the Company; or (iv) any other Person, who, date within the 12-month period following the date that any one (1) year prior to the event which would otherwise be person, or more than one person acting as a Change in Control, was an executive officer of the Company), is or becomes the “beneficial owner” group (as defined in Rule 13d-3 under §1.409A-3(i)(5)(v)(B) of the ActTreasury Regulations), directly or indirectly, acquires ownership of securities of the Company representing 20% stock that represents twenty-five percent (25%) or more of the combined voting power of the Company’s then outstanding securities. For purposes hereofsecurities (the “Trigger Date”), that a majority of the term individuals who, as of the Trigger Date, constitute the Board (the “Independent Director” shall be determined under Incumbent Board”) are replaced by new members whose appointment or election is not endorsed by a majority of the rules members of The NASDAQ Stock Marketthe Incumbent Board before the date of such appointment or election; (b) during as of the date that any two one person, or more than one person acting as a group (as defined in §1.409A-3(i)(5)(v)(B) of the Treasury Regulations), acquires ownership of stock that, together with stock held by such person or group, constitutes more than 50% of either (1) the then outstanding shares of common stock of the Company, or (2) year period the following persons shall cease for any reason to constitute at least a majority combined voting power of the Board: (i) directors then outstanding voting securities of the Company entitled to vote generally in office at the beginning election of such period; and (ii) any new director whose election by the Board, or whose nomination for election, was approved by a vote of at least two-thirds of the directors still in office who were directors at the beginning of the two (2) year period or who themselves were nominated by persons described in this clause (ii)directors; provided, however, if any new director one person or more than one person acting as a group, is considered to own more than fifty percent (50%) of the total fair market value or total voting power of the stock of the Company, the acquisition of additional stock by the same person or persons shall not include be considered to cause a director designated by a Person who has entered into an agreement with the Company to effect a transaction described Change in subsections (a) or (c) hereof;Control; or (c) the consummation date any one person, or more than one person acting as a group (as defined in §1.409A-3(i)(5)(v)(B) of a consolidation the Treasury Regulations), acquires (or merger has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) all, or substantially all, of the assets of the Company, except for any sale, lease exchange or transfer resulting from any action taken by any creditor of the Company in enforcing its rights or remedies against any assets of the Company in which such creditor holds a security interest. Provided further, a transfer of assets by the Company is shall not be treated as a Change in Control if the continuing or surviving corporation or otherwise does not have control over the combined entity or pursuant to which the common stock assets are transferred to: (i) A shareholder of the Company (immediately before the “Common Stock”asset transfer) would be converted into cash, securities, and/or other property, other than a merger of the Company in which holders of Common Stock immediately prior exchange for or with respect to the merger have the same proportionate ownership of voting securities of the surviving corporation immediately after the merger as they had in the Common Stock immediately beforeits stock; (dii) any saleAn entity, lease50% or more of the total value or voting power of which is owned, exchangedirectly or indirectly, by the Company; (iii) A person, or other transfer (in more than one transaction person acting as a group, that owns, directly or a series indirectly, 50% or more of related transactions) the total value or voting power of all or substantially all the assets or earning power outstanding stock of the Company; or (eiv) the Company’s shareholders or the Board approve(s) the liquidation or dissolution An entity, at least 50% of the Companytotal value or voting power of which is owned, directly or indirectly, by a person described in paragraph (iii) herein. For purposes of subsection (c) and except as otherwise provided in paragraph (i), a person’s status is determined immediately after the transfer of the assets.

Change in Control. No amounts and 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 Agreement, a “A "Change in Control” " shall be deemed to have occurred as of the first day that in any one or more of the following conditions shall have occurredevents: (ai) any natural person or entity (if there has occurred a “Person”), as such term is used change in Section 13(d) and 14(d) control which the Company would be required to report in response to Item 1 of Form 8-K promulgated under the Securities Exchange Act of 1934, as amended (the “"1934 Act”) (other than (i) "), or, if such Form is no longer in effect in its present form, any Form or regulation promulgated by the Company and/or its wholly owned subsidiariesSecurities and Exchange Commission pursuant to the 1934 Act which is intended to serve similar purposes; or (ii) when any employee benefit plan "person" (as such term is used in Sections 13(d) and 14(d)(2) of the Company and any trustee or other fiduciary in such capacity holding securities under such plan; (iii▇▇▇▇ ▇▇▇) any corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of stock of the Company; or (iv) any other Person, who, within the one (1) year prior to the event which would otherwise be becomes a Change in Control, was an executive officer of the Company), is or becomes the “"beneficial owner” " (as such term is defined in Rule 13d-3 promulgated under the 1934 Act), directly or indirectly, of securities of the Company or the Bank representing 20% twenty-five percent (25%) or more of the combined voting power total number of votes that may be cast for the election of directors of the Company’s then outstanding securities. For purposes hereof, Company or the term “Independent Director” shall be determined under the rules of The NASDAQ Stock Market;Bank; or (biii) if during any period of two consecutive years (2not including any period prior to the execution of this Agreement), individuals who are Continuing Directors (as herein defined) year period the following persons shall cease for any reason to constitute at least a majority of the Board: Board of Directors of the Company. For this purpose, a "Continuing Director" shall mean (ia) directors an individual who was a director of the Company in office at the beginning of such period; and period or (iib) any new director (other than a director designated by a person who has entered into any agreement with the Company to effect a transaction described in clause (i) or (ii) of this Section 2 whose election by the Board, Board or whose nomination for election, election by the Company's stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the two (2) year such period or who themselves were nominated by persons described in this clause (ii); provided, however, any new director shall not include a director designated by a Person who has entered into an agreement with the Company to effect a transaction described in subsections (a) whose election or (c) hereof; (c) the consummation of a consolidation or merger of the Company in which the Company is not the continuing or surviving corporation or otherwise does not have control over the combined entity or pursuant to which the common stock of the Company (the “Common Stock”) would be converted into cash, securities, and/or other property, other than a merger of the Company in which holders of Common Stock immediately prior to the merger have the same proportionate ownership of voting securities of the surviving corporation immediately after the merger as they had in the Common Stock immediately before; (d) any sale, lease, exchange, or other transfer (in one transaction or a series of related transactions) of all or substantially all the assets or earning power of the Companynomination for election was previously so approved; or (e) the Company’s shareholders or the Board approve(s) the liquidation or dissolution of the Company.

Change in Control. No amounts and benefits shall be payable hereunder unless there shall have been a Change in Control (i) The acquisition by any individual, entity or group (within the meaning of Section 12(d) (3) or 13(d) (2) of the Company, as set forth below. For purposes of this Agreement, a “Change in Control” shall be deemed to have occurred as of the first day that any one or more of the following conditions shall have occurred: (a) any natural person or entity Exchange Act (a “Person”), as such term is used in Section 13(d) and 14(d) of beneficial ownership (within the Securities meaning of Rule 13d-3 promulgated under the Exchange Act Act) of 1934, as amended more than thirty-five (35%) percent of either (A) the then outstanding shares of common stock of the Company (the “ActOutstanding Common Stock”) (other than (i) the Company and/or its wholly owned subsidiaries; (ii) any employee benefit plan of the Company and any trustee or other fiduciary in such capacity holding securities under such plan; (iii) any corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of stock of the Company; or (ivB) any other Person, who, within the one (1) year prior to the event which would otherwise be a Change in Control, was an executive officer of the Company), is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Act), directly or indirectly, of securities of the Company representing 20% or more of the combined voting power of the Company’s then outstanding securities. For voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Voting Securities”); provided, however, that for purposes of this subsection (i), the following acquisitions shall not constitute a Change in Control: (A) any acquisition by the Company, (B) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company, or (C) any acquisition by any entity pursuant to a transaction which complies with Subsection 1(a)(iii); or (ii) Individuals who, as of the date hereof, constitute the term Board of Directors (the “Independent Director” shall be determined under the rules of The NASDAQ Stock Market; (bIncumbent Board”) during any two (2) year period the following persons shall cease for any reason to constitute at least a majority of the Board: (i) directors of ; provided, however, that any individual becoming a director subsequent to the Company in office at the beginning of such period; and (ii) any new director date hereof whose election, or nomination for election by the Board, or whose nomination for electionCompany’s shareholders, was approved by a vote of at least two-thirds a majority of the directors still in office who then comprising the Incumbent Board shall be considered as though such individual were directors at the beginning a member of the two (2) year period or who themselves were nominated by persons described in Incumbent Board, but excluding, for this clause (ii); provided, howeverpurpose, any new director shall not include such individual whose initial assumption of office occurs as a director designated result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person who has entered into an agreement with person other than the Company to effect a transaction described in subsections (a) or (c) hereof;Incumbent Board; or (ciii) the consummation Consummation of a reorganization, merger or consolidation or merger of the Company in which the Company is not the continuing or surviving corporation or otherwise does not have control over the combined entity or pursuant to which the common stock of the Company (the “Common Stock”) would be converted into cash, securities, and/or other property, other than a merger of the Company in which holders of Common Stock immediately prior to the merger have the same proportionate ownership of voting securities of the surviving corporation immediately after the merger as they had in the Common Stock immediately before; (d) any sale, lease, exchange, sale or other transfer (in one transaction or a series of related transactions) disposition of all or substantially all of the assets of the Company (a “Business Combination”), in each case, unless, following such Business Combination, (A) all or earning substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Common Stock and Outstanding Voting Securities immediately prior to such Business Combination 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 such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Common Stock and Outstanding Voting Securities, as the case may be, and (B) no person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 35% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination, and (C) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Incumbent Board providing for such Business Combination; or (eiv) Approval by the Company’s shareholders or of the Board approve(s) the Company of a complete liquidation or dissolution of the Company.

Change in Control. No amounts and benefits shall be payable hereunder unless there shall have been Upon the occurrence of a Change in Control of the CompanyControl, as set forth belowthis Option shall become immediately exercisable. For purposes of this Agreement, a A “Change in Control” shall be deemed to have occurred as occur on the earliest of the first day that any existence of one or more of the following conditions shall have occurredevents: (a) (i) any natural person or entity “person” (a “Person”), as such term is used in Section Sections 13(d) and or 14(d) of the Securities Exchange Act of 1934Act), as amended (the “Act”) (other than one or more Permitted Holders (i) the Company and/or its wholly owned subsidiaries; (ii) any employee benefit plan of the Company and any trustee or other fiduciary in such capacity holding securities under such plan; (iii) any corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of stock of the Company; or (iv) any other Person, who, within the one (1) year prior to the event which would otherwise be a Change in Control, was an executive officer of the Companydefined below), is or becomes the “beneficial owner” owner (as defined in Rule Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of securities more than 35% of the Company representing 20% or more of the combined total voting power of the Company’s then outstanding securities. For purposes hereof, Voting Stock (as defined below) of the term Company and (ii) the Permitted Holders “Independent Directorbeneficially own” shall be determined (as defined in Rules 13d-3 and 13d-5 under the rules Exchange Act), directly or indirectly, in the aggregate a lesser percentage of The NASDAQ the voting power of the Voting Stock Marketof the Company than such other person and do not have the right or ability by voting power, contract or otherwise to elect or designate for election a majority of the Board of Directors of the Company; (b) during any two individuals who, as of the Plan’s effective date, constitute the Board (2as of the date hereof the “Incumbent Board”) year period the following persons shall cease for any reason to constitute at least a majority of the Board: (i) directors of , provided that any individual becoming a director subsequent to the Company in office at the beginning of such period; and (ii) any new director date hereof whose election, or nomination for election by the Board, or whose nomination for electionCompany’s shareholders, was approved by a vote of at least two-thirds a majority of the directors still in office who then comprising the Incumbent Board shall be considered as though such individual were directors at the beginning a member of the two Incumbent Board, but excluding, for this purpose, 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 (2) year period or who themselves were nominated by persons described as such term is used in this clause (iiRule 14a-11 of Regulation 14A promulgated under the Exchange Act); provided, however, any new director shall not include a director designated by a Person who has entered into an agreement with the Company to effect a transaction described in subsections (a) or (c) hereof;or (c) approval by the consummation Company’s shareholders of a reorganization, merger or consolidation or merger of the Company Company, in which the Company is not the continuing or surviving corporation or otherwise does not have control over the combined entity or pursuant each case, with respect to which all or substantially all of the individuals and entities who were the respective beneficial owners of the common stock of the Company (the “Common Stock”) would be converted into cash, securities, and/or other property, other than a merger of the Company in which holders of Common Stock immediately prior to the merger have the same proportionate ownership of and voting securities of the surviving corporation Company immediately after prior to such reorganization, merger or consolidation do not, following such reorganization, merger or consolidation, beneficially own, directly and indirectly, more than 70% of, respectively, the merger as they had then outstanding shares of common stock or the combined voting power of the then outstanding voting securities entitled to vote generally in the Common Stock immediately before; (d) any saleelection of directors, leaseas the case may be, exchangeof the corporation resulting from such reorganization, merger or consolidation, or of a complete liquidation or dissolution of the Company or of the sale or other transfer (in one transaction or a series of related transactions) disposition of all or substantially all of the assets or earning power of the Company; or (e) the Company’s shareholders or the Board approve(s) the liquidation or dissolution of the Company.

Change in Control. No amounts and benefits shall be payable hereunder unless there shall have been a Change in Control of the Company, as set forth below. 6.01 For purposes of this Agreement, a “Change change in Controlcontrol” of Employer shall be deemed to have occurred at such time as of the first day that any one or more of the following conditions shall have occurred: (a) the Federal Reserve Board should have approved a notice filed by any natural person Person (as defined in subsection 1.10) with respect to Employer pursuant to 12 C.F.R. § 225.41 (or entity (a “Person”any successor regulation thereto), as such term is used in Section 13(d) and 14(d) of without respect to the Securities Exchange Act of 1934exceptions thereto under 12 C.F.R. § 225.42, as amended (in effect on the “Act”) (other than (i) the Company and/or its wholly owned subsidiariesdate hereof; (iib) any employee benefit plan of the Company and any trustee or other fiduciary in such capacity holding securities under such plan; (iii) any corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of stock of the Company; or (iv) any other Person, who, within the one (1) year prior to the event which would otherwise be a Change in Control, was an executive officer of the Company), is or Person becomes the “beneficial owner” (as defined in Rule 13d-3 under the ActSecurities Exchange Act of 1934 or any successor regulation thereto), directly or indirectly, of securities of the Company representing 2025% or more of the combined voting power of Employer’s outstanding securities ordinarily having the Companyright to vote at elections of its directors; (c) individuals who constitute Employer’s then outstanding securities. For purposes hereof, Board of Directors on the term date hereof (the “Independent Director” shall be determined under the rules of The NASDAQ Stock Market; (bIncumbent Board”) during any two (2) year period the following persons shall cease for any reason to constitute at least a majority of thereof; provided that any person becoming a director subsequent to the Board: (i) directors of the Company in office at the beginning of such period; and (ii) any new director date hereof whose election, or nomination for election by the Board, or whose nomination for electionEmployer’s shareholders, was approved by a vote of at least two-thirds three quarters of the directors still in office who comprising the Incumbent Board shall be considered as though such Person were directors at the beginning a member of the two Incumbent Board for purposes of this Section VI; (2d) year period the merger or who themselves were nominated by persons described in this clause consolidation of Employer with or into another corporation; (ii)e) the sale, conveyance or other transfer of substantially all of the assets of Employer; provided, however, any new director shall not include a director designated by a Person who has entered into an agreement with the Company to effect a transaction described in subsections (a) or (c) hereof; (cf) the consummation closing of a consolidation or merger of the Company corporate reorganization in which the Company is not Employer becomes a subsidiary of a holding company, the continuing or surviving corporation or otherwise does not have control over the combined entity or pursuant to which majority of the common stock of which is owned, in aggregate, by persons who did not own the Company (the “Common Stock”) would be converted into cash, securities, and/or other property, other than a merger majority of the Company in which holders common stock of Common Stock HomeTown Bank (or its successor) immediately prior to the merger have reorganization. The formation of a bank holding company whereby the same proportionate ownership common stock of voting securities of the surviving corporation immediately after the merger as they had Bank will be exchanged for stock in the Common Stock immediately before; (d) any sale, lease, exchange, or other transfer (holding company shall not constitute a “change in one transaction or a series of related transactions) of all or substantially all the assets or earning power of the Company; or (e) the Company’s shareholders or the Board approve(s) the liquidation or dissolution of the Companycontrol” under this Agreement.

Change in Control. No amounts and 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 Agreement, a “Change in Control” Control shall be deemed to have occurred as of the first day that any one or more of the following conditions shall have occurredmean: (a) the acquisition by any natural person individual, entity or entity group (a “Person”), as such term is used in within the meaning of Section 13(d13(d)(3) and 14(dor 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (other than a “Person”), of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% or more of either (i) the then-outstanding shares of common stock of the Company and/or its wholly owned subsidiaries; (the “Outstanding Company Common Stock”) or (ii) any employee benefit plan of the Company and any trustee or other fiduciary in such capacity holding securities under such plan; (iii) any corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of stock of the Company; or (iv) any other Person, who, within the one (1) year prior to the event which would otherwise be a Change in Control, was an executive officer of the Company), is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Act), directly or indirectly, of securities of the Company representing 20% or more of the combined voting power of the Company’s then then-outstanding securities. For purposes hereofvoting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that the following acquisitions shall not constitute a Change in Control: (A) any acquisition directly from the Company (excluding an acquisition by virtue of the exercise of a conversion privilege), (B) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company or (C) any acquisition by any corporation pursuant to a reorganization, merger or consolidation, if, following such reorganization, merger or consolidation, the term “Independent Director” shall be determined under the rules conditions described in subclauses (i), (ii) and (iii) of The NASDAQ Stock Market;subparagraph (c) of this sentence are satisfied; or (b) during any two if individuals who, as of the date hereof, constitute the Board (2the “Incumbent Board”) year period the following persons shall cease for any reason to constitute at least a majority of the Board: (i) directors of ; provided, however, that any individual becoming a director subsequent to the Company in office at the beginning of such period; and (ii) any new director date hereof whose election, or nomination for election by the Board, or whose nomination for electionCompany’s stockholders, was approved by a vote of at least two-thirds of the directors still in office who then constituting the Incumbent Board shall be considered as though such individual were directors at the beginning a member of the two (2) year period or who themselves were nominated by persons described in Incumbent Board, but excluding, for this clause (ii); provided, howeverpurpose, any new director shall not include such individual whose initial assumption of office occurs as a director designated result of either an actual or threatened election contest subject to Rule 14a-11 of Regulation 14A promulgated under the Exchange Act or other actual or threatened solicitation of proxies or consents by or on behalf of a Person who has entered into an agreement with other than the Company to effect a transaction described in subsections (a) or (c) hereof;Board; or (c) approval by the consummation of a consolidation or merger stockholders of the Company in which of a reorganization, merger or consolidation, unless following such reorganization, merger or consolidation (i) more than 60% of, respectively, the Company is not the continuing or surviving corporation or otherwise does not have control over the combined entity or pursuant to which the then-outstanding shares of common stock of the Company (corporation resulting from such reorganization, merger or consolidation and the “Common Stock”) would be converted into cash, securities, and/or other property, other than a merger combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company in which holders of Common Stock and Outstanding Company Voting Securities immediately prior to the merger have such reorganization, merger, or consolidation in substantially the same proportionate ownership proportions as their ownership, immediately prior to such reorganization, merger or consolidation, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be (for purposes of determining whether such percentage test is satisfied, there shall be excluded from the number of shares and voting securities of the surviving resulting corporation owned by the Company's stockholders, but not from the total number of outstanding shares and voting securities of the resulting corporation, any shares or voting securities received by any such stockholder in respect of any consideration other than shares or voting securities of the Company); (ii) no Person (excluding the Company, any employee benefit plan (or related trust) of the Company, any qualified employee benefit plan of such corporation resulting from such reorganization, merger or consolidation and any Person beneficially owning, immediately after prior to such reorganization, merger or consolidation, directly or indirectly, 20% or more of the Outstanding Company Common Stock or Outstanding Company Voting Securities, as the case may be) beneficially owns, directly or indirectly, 30% or more of, respectively, the then-outstanding shares of common stock of the corporation resulting from such reorganization, merger as they had or consolidation or the combined voting power of the then- outstanding voting securities of such corporation entitled to vote generally in the Common Stock immediately before;election of directors; and (iii) at least a majority of the members of the board of directors of the corporation resulting from such reorganization, merger or consolidation were members of the Incumbent Board at the time of the execution of the initial agreement providing for such reorganization, merger or consolidation; or (d) any sale, lease, exchange, (i) approval by the stockholders of the Company of a complete liquidation or dissolution of the Company or (ii) the first to occur of (A) the sale or other transfer disposition (in one transaction or a series of related transactions) of all or substantially all of the assets of the Company, or earning (B) the approval by the stockholders of the Company of any such sale or disposition, other than, in each case, any such sale or disposition to a corporation, with respect to which immediately thereafter, (1) more than 60% of, respectively, the then-outstanding shares of common stock of such corporation and the combined voting power of the Company; or then-outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such sale or other disposition in substantially the same proportion as their ownership, immediately prior to such sale or other disposition, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be (e) for purposes of determining whether such percentage test is satisfied, there shall be excluded from the number of shares and voting securities of the transferee corporation owned by the Company’s shareholders stockholders, but not from the total number of outstanding shares and voting securities of the transferee corporation, any shares or the Board approve(s) the liquidation voting securities received by any such stockholder in respect of any consideration other than shares or dissolution voting securities of the Company.); (2) no Person (excluding the Company, any employee benefit plan (or related trust) of the Company, any qualified employee benefit plan of such transferee corporation and any Person beneficially owning, immediately prior to such sale or other disposition, directly or indirectly, 20% or more of the Outstanding Company Common Stock or Outstanding Company Voting Securities, as the case may be) beneficially owns, directly or indirectly, 30% or more of, respectively, the then-outstanding shares of common stock of such transferee corporation and the combined voting power of the then-outstanding voting securities of such transferee corporation entitled to vote generally in the election of directors; and (3) at least a majority of the members of the board of directors of such transferee corporation were members of the Incumbent Board at the time of the execution of the initial agreement or action of the board providing for such sale or other disposition of assets of the Company. 

Change in Control. No amounts and benefits shall be payable hereunder unless there shall have been a Change As used in Control of the Company, as set forth below. For purposes of this Agreement, a “"Change in Control” " of the Company shall be deemed to have occurred as of the first day that any one or more of the following conditions shall have occurredif: (a) any natural person or entity (a “"Person”"), as such term is used in Section Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “"Exchange Act”) "), (other than (i1) the Company and/or its wholly owned subsidiaries; (ii2) any ESOP or other employee benefit plan of the Company and any trustee or other fiduciary in such capacity holding securities under such plan; (iii3) any corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of stock of the Company; or (iv4) any other Person, who, within Person who is as of the one (1) year prior to the event which would otherwise be a Change in Control, was date of this Agreement presently an executive officer of the Company), Company or any group of Persons of which he/she voluntarily is a part) 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 combined voting power of the Company’s 's then outstanding securities or such lesser percentage of voting power, but not less than 15%, as the Board of Directors of the Company shall determine; provided, however, that a Change in Control shall not be deemed to have occurred under the provisions of this subsection (a) by reason of the beneficial ownership of voting securities by members of the Benoliel family (as defined below) unless and until the beneficial ▇▇▇▇▇▇▇▇p of all members of the Benoliel family (including any other individuals or entities who or ▇▇▇▇▇, together with any member or members of the Benoliel family, are deemed under Sections 13(d) or 14(d) of the Ex▇▇▇▇▇▇ ▇ct to constitute a single Person) exceeds 50% of the combined voting power of the Company's then outstanding securities. For purposes hereof, the term “Independent Director” shall be determined under the rules of The NASDAQ Stock Market; (b) during any two (2) two-year period beginning on the following persons shall cease for any reason to constitute at least a majority date of the Board: (i) directors this Agreement, Directors of the Company in office at the beginning of such period; and (ii) period plus any new director whose election by the Board, or whose nomination for election, was approved by Director (other than a vote of at least two-thirds of the directors still in office who were directors at the beginning of the two (2) year period or who themselves were nominated by persons described in this clause (ii); provided, however, any new director shall not include a director Director designated by a Person who has entered into an agreement with the Company to effect a transaction described in within the purview of subsections (a) or (c) hereof;) whose election by the Board of Directors of the Company or whose nomination for election by the Company's shareholders was approved by a vote of at least two-thirds of the 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 shall cease for any reason to constitute at least a majority of the Board; or (c) the consummation Company's shareholders or the Company's Board of a Directors shall approve (i) any consolidation or merger of the Company in which the Company is not the continuing or surviving corporation or otherwise does not have control over the combined entity or pursuant to which the Company's voting common stock of the Company shares (the “"Common Stock”Shares") would be converted into cash, securities, and/or other property, other than a merger of the Company in which holders of Common Stock Shares immediately prior to the merger have the same proportionate ownership of voting securities Common Shares of the surviving corporation immediately after the merger as they had in the Common Stock Shares immediately before; ; (dii) any sale, lease, exchange, or other transfer (in one transaction or a series of related transactions) of all or substantially all the assets or earning power of the Company; or or (e) the Company’s shareholders or the Board approve(siii) the liquidation or dissolution of the Company.

Change in Control. No amounts and benefits shall be payable hereunder unless there shall have been a A Change in In Control of the Company, as set forth below. For purposes of this Agreement, a “Change in Control” shall will be deemed to have occurred as for purposes hereof (i) when a change of stock ownership of the first day Company of a nature that any one or more of the following conditions shall have occurred: (a) any natural person or entity (a “Person”), as such term is used would be required to be reported in Section 13(d) and 14(dresponse to Item 6(e) of Schedule 14A promulgated under the Securities Exchange Act of 1934, as amended (the “"Exchange Act”) (other than (i) the Company and/or its wholly owned subsidiaries"), and any successor Item of a similar nature has occurred; or (ii) any employee benefit plan upon the acquisition of the Company and any trustee or other fiduciary in such capacity holding securities under such plan; (iii) any corporation ownedbeneficial ownership, directly or indirectly, by the shareholders any person (as such term is used in Section 14(d)(2) of the Company in substantially the same proportions as their ownership of stock of the Company; or (ivExchange Act) any other Person, who, within the one (1) year prior to the event which would otherwise be a Change in Control, was an executive officer of the Company), is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Act), directly or indirectly, of securities of the Company representing 2050% or more of the combined voting power of the Company’s 's then outstanding securities. For purposes hereof, the term “Independent Director” shall be determined under the rules of The NASDAQ Stock Market; ; or (biii) a change during any period of two (2) year period the following persons shall cease for any reason to constitute at least consecutive years of a majority of the Board: (i) directors members of the Board of Directors of the Company in office at for any reason, unless the beginning of such period; and (ii) any new director whose election, or the nomination for election by the BoardCompany's shareholders, or whose nomination for election, of each director was approved by a vote of at least two-thirds a majority of the directors then still in office who were directors at the beginning of the two period; or (2iv) year period upon approval by the Company's shareholders of a complete liquidation of the Company; or who themselves were nominated by persons described in this clause (ii); provided, however, any new director shall not include a director designated by a Person who has entered into v) upon an agreement with for the sale or disposition of Company or all or substantially all of its assets; or (vi) upon approval by the Company's shareholders of a merger or consolidation of the Company with any other corporation, except a merger or consolidation which would result in the voting Common Stock of the Company outstanding immediately prior thereto continuing to effect represent at least 51% of the combined voting power of the surviving entity or a transaction described in subsections (a) merger or (c) hereof; (c) the consummation of consolidation effected to implement a consolidation or merger recapitalization of the Company in which the Company is not the continuing or surviving corporation or otherwise does not have control over the combined entity or pursuant to which the common stock no shareholder acquires more than 50% of the Company (the “Common Stock”) would be converted into cash, securities, and/or other property, other than a merger of the Company in which holders of Common Stock immediately prior to the merger have the same proportionate ownership of voting securities of the surviving corporation immediately after the merger as they had in the Common Stock immediately before; (d) any sale, lease, exchange, or other transfer (in one transaction or a series of related transactions) of all or substantially all the assets or earning power of the Company; or provided that a Change In Control will not be deemed to have occurred for purposes hereof with respect to any person meeting the requirements of clauses (ei) and (ii) of Rule 13d-1(b)(1) promulgated under the Company’s shareholders or the Board approve(s) the liquidation or dissolution Securities Exchange Act of the Company1934, as amended.

Change in Control. No amounts and 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 Agreement, a “Change in ControlControl of the Company” shall be deemed to have occurred as upon the consummation of (A) any change in the ownership of the first day Company (as defined in Treasury Regulation §1.409A-3(i)(5)(v)), (B) a change in effective control of the Company (as defined in Treasury Regulation §1.409A-3(i)(5)(vi)), or (C) a change in the ownership of a substantial portion of the assets of the Company (as defined in Treasury Regulation §1.409A-3(i)(5)(vii)). Such treasury regulations presently provide as follows: (A) A change in the ownership of a corporation occurs on the date that any one person, or more of the following conditions shall have occurred: than one person acting as a group (a) any natural person or entity (a “Person”as defined in Treasury Regulation §1.409A-3(i)(5)(v)(B)), as such term is used in Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Act”) (other than (i) the Company and/or its wholly owned subsidiaries; (ii) any employee benefit plan of the Company and any trustee or other fiduciary in such capacity holding securities under such plan; (iii) any corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their acquires ownership of stock of the Company; corporation that, together with stock held by such person or group, constitutes more than 50 percent of the total fair market value or total voting power of the stock of such corporation. (ivB) any other Person, who, within A change in effective control of the one corporation occurs only on either of the following dates: (1) year prior to The date any one person, or more than one person acting as a group (as determined under Treasury Regulation §1.409A-3(i)(5)(v)(B)), acquires (or has acquired during the event which would otherwise be a Change in Control, was an executive officer 12-month period ending on the date of the Company), is most recent acquisition by such person or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Act), directly or indirectly, persons) ownership of securities stock of the Company representing 20% corporation possessing 30 percent or more of the combined total voting power of the Company’s then outstanding securities. For purposes hereofstock of such corporation, the term “Independent Director” shall be determined under the rules of The NASDAQ Stock Market; (b) during any two or (2) year The date a majority of members of the corporation’s board of directors is replaced during any 12-month period the following persons shall cease for any reason to constitute at least by directors whose appointment or election is not endorsed by a majority of the Board: (i) directors members of the Company corporation’s board of directors before the date of the appointment or election, provided that for purposes of this paragraph the term corporation refers solely to the relevant corporation identified in office at Treasury Regulation §1.409A-3(i)(5)(ii) for which no other corporation is a majority shareholder for purposes of that paragraph. (C) A change in the beginning ownership of such period; and (ii) a substantial portion of a corporation’s assets occurs on the date that any new director whose election by the Boardone person, or whose nomination for electionmore than one person acting as a group (as determined in Treasury Regulation §1.409A-3(i)(5)(v)(B)), was approved by a vote of at least twoacquires (or has acquired during the 12-thirds month period ending on the date of the directors still in office who were directors at most recent acquisition by such person or persons) assets from the beginning corporation that have a total gross fair market value equal to or more than 40 percent of the two (2) year period or who themselves were nominated by persons described in this clause (ii); provided, however, any new director shall not include a director designated by a Person who has entered into an agreement with the Company to effect a transaction described in subsections (a) or (c) hereof; (c) the consummation total gross fair market value of a consolidation or merger of the Company in which the Company is not the continuing or surviving corporation or otherwise does not have control over the combined entity or pursuant to which the common stock of the Company (the “Common Stock”) would be converted into cash, securities, and/or other property, other than a merger of the Company in which holders of Common Stock immediately prior to the merger have the same proportionate ownership of voting securities of the surviving corporation immediately after the merger as they had in the Common Stock immediately before; (d) any sale, lease, exchange, or other transfer (in one transaction or a series of related transactions) of all or substantially all the assets or earning power of the Company; or corporation immediately before such acquisition or acquisitions (e) or such higher amount specified by the Company’s shareholders plan no later than the date by which the time and form of payment must be established under §1.409A-2). For this purpose, gross fair market value means the value of the assets of the corporation, or the Board approve(s) the liquidation or dissolution value of the Companyassets being disposed of, determined without regard to any liabilities associated with such assets.

Change in Control. No amounts and benefits shall be payable hereunder unless there shall have been (a) In the event of a Change in Control of (as hereinafter defined), Executive shall be entitled to the Company, as set forth below. For purposes of this Agreement, a “compensation provided in Section 7(b) hereof within thirty (30) days after the Change in Control” shall be deemed to have occurred as of the first day that any one or more of the following conditions shall have occurred:. (ab) Change in Control shall mean (i) any natural person transfer or entity other transaction whereby the right to vote more than fifty percent (a “Person”), as such term is used in Section 13(d) and 14(d50%) of the Securities Exchange Act then issued and outstanding capital stock of 1934, as amended (the “Act”) (other than (iA) the Company and/or or (B) any subsidiary of the Company to which the Company shall have transferred all or substantially all of its wholly owned subsidiaries; business, is transferred to any party or affiliated group of parties, (ii) any employee benefit plan merger or consolidation of the Company and (or a subsidiary of the Company of the type described in clause (i)(B) above) with any trustee other business entity, at the conclusion of which transaction the persons who were holders of all the voting stock of the Company immediately prior to the transaction hold less than fifty percent (50%) of the total voting stock of the successor entity immediately following the transaction, or other fiduciary in such capacity holding securities under such plan; (iii) any corporation ownedsale, directly lease, transfer or indirectly, by other disposition of all or substantially all the shareholders assets of the Company in substantially the same proportions as their ownership of stock (or a subsidiary of the Company; type described in clause (i)(B) above), or (iv) when, during any other Personperiod of 12 consecutive months, the individuals who, within at the one (1) year prior to the event which would otherwise be a Change in Controlbeginning of such period, was an executive officer of constitute the Company), is or becomes 's Board of Directors (the “beneficial owner” (as defined in Rule 13d-3 under the Act), directly or indirectly, of securities of the Company representing 20% or more of the combined voting power of the Company’s then outstanding securities. For purposes hereof, the term “Independent Director” shall be determined under the rules of The NASDAQ Stock Market; (b"Incumbent Directors") during any two (2) year period the following persons shall cease for any reason other than death to constitute at least a majority of the Board: (i) directors of the Company in office thereof, provided that a director who was not a director at the beginning of such period; 12-month period shall be deemed to have satisfied such 12-month requirement (and (iibe an Incumbent Director) any new if such director whose election by the Boardwas elected by, or whose nomination for election, was approved by a vote on the recommendation of or with the approval of at least two-thirds of the directors still in office who then qualified as Incumbent Director either actually (because they were directors at the beginning of the two (2) year period or who themselves were nominated by persons described in this clause (ii); provided, however, any new director shall not include a director designated by a Person who has entered into an agreement with the Company to effect a transaction described in subsections (asuch 12-month period) or (c) hereof; (c) the consummation by prior operation of a consolidation or merger of the Company in which the Company is not the continuing or surviving corporation or otherwise does not have control over the combined entity or pursuant to which the common stock of the Company (the “Common Stock”) would be converted into cash, securities, and/or other property, other than a merger of the Company in which holders of Common Stock immediately prior to the merger have the same proportionate ownership of voting securities of the surviving corporation immediately after the merger as they had in the Common Stock immediately before; (d) any sale, lease, exchange, or other transfer (in one transaction or a series of related transactions) of all or substantially all the assets or earning power of the Company; or (e) the Company’s shareholders or the Board approve(s) the liquidation or dissolution of the Companythis Section 8(b)(iv).

Change in Control. No amounts and benefits shall be payable hereunder unless there shall have been For the purposes of this Agreement, a Change in Control of the Company, as set forth below. For purposes Company shall mean the occurrence of this Agreement, a “Change in Control” shall be deemed to have occurred as of the first day that any one or more of the following conditions shall have occurredevents: (a) An acquisition (other than directly from the Company) of any natural person or entity voting securities of the Company (a “Voting Securities”) by any “Person”), ” (as such the term person is used in for purposes of Section 13(d) and or 14(d) of the Securities Exchange Act of 1934, as amended 1934 (the “1934 Act”)) immediately after which such Person has “Beneficial Ownership” (other than (i) the Company and/or its wholly owned subsidiaries; (ii) any employee benefit plan of the Company and any trustee or other fiduciary in such capacity holding securities under such plan; (iii) any corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of stock of the Company; or (iv) any other Person, who, within the one (1) year prior to the event which would otherwise be a Change in Control, was an executive officer meaning of the Company), is or becomes the “beneficial owner” (as defined in Rule 13d-3 promulgated under the 1934 Act), directly or indirectly, ) of securities of the Company representing 2025% or more of the combined voting power of the Company’s then outstanding securities. For Voting Securities; provided, however, that in determining whether a Change in Control has occurred, Voting Securities that are acquired in an acquisition by (i) an employee benefit plan (or a trust forming a part thereof) maintained by (A) the Company or (B) any corporation or other person of which a majority of its voting power or its equity securities or equity interests are owned directly or indirectly by the Company (a “Subsidiary”), or (ii) the Company or any Subsidiary, or (iii) any Person in connection with a “Non-Control Transaction” (as hereinafter defined), shall not constitute an acquisition for purposes hereof, the term “Independent Director” shall be determined under the rules of The NASDAQ Stock Market;for this clause (a); or (b) during any two The individuals who, as of the date of this Agreement, are members of the Board (2the “Incumbent Board”) year period the following persons shall cease for any reason to constitute at least a majority 60% of the Board: (i) directors ; provided, however, that if the election, or nomination for election by the Company’s shareholders, of the Company in office at the beginning of such period; and (ii) any new director whose election by the Board, or whose nomination for election, was approved by a vote of at least two-thirds 80% of the directors still in office who were directors at the beginning Incumbent Board, such new director shall for purposes of this Agreement, be considered as a member of the two (2) year period or who themselves were nominated by persons described in this clause (ii)Incumbent Board; provided, further, however, any new director that no individual shall not include be considered a director designated 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 1934 Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person who has entered into an other than the Board (a “Proxy Contest”), including by reason of any agreement with the Company intended to effect a transaction described in subsections (a) avoid or (c) hereof;settle any Election Contest or Proxy Contest; or (c) Approval by the consummation of a consolidation or merger shareholders of the Company in which of: (i) a merger, consolidation or reorganization involving the Company is not Company, unless: (A) the continuing shareholders of the Company, immediately before such merger, consolidation or surviving corporation reorganization, own, directly or otherwise does not have control over indirectly, immediately following such a merger, consolidation or reorganization, at least two-thirds (2/3) of the combined entity or pursuant to which the common stock voting power of the Company outstanding voting securities of the corporation resulting from such merger, consolidation or reorganization (the “Common StockSurviving Corporation”) would be converted into cash, securities, and/or other property, other than a merger in substantially the same proportion as their ownership of the Company in which holders Voting Securities immediately before such merger, consolidation or reorganization, and (B) the individuals who were members of Common Stock the Incumbent Board immediately prior to the merger have the same proportionate ownership of voting securities execution of the surviving corporation immediately after agreement providing for such merger, consolidation or reorganization constitute at least 80% of the merger members of the board of directors of the Surviving Corporation. (A transaction in which both of clauses (A) and (B) above shall be applicable is hereinafter referred to as they had in the Common Stock immediately before;a “Non-Control Transaction.”); or (dii) any sale, lease, exchange, A complete liquidation or other transfer (in one transaction or a series of related transactions) of all or substantially all the assets or earning power dissolution of the Company; or (eiii) An agreement for the Company’s shareholders sale or the Board approve(s) the liquidation other disposition of all or dissolution substantially all of the Companyassets of the Company to any Person (other than a transfer to a Subsidiary); or (iv) A transaction in which the Company recapitalizes itself and uses the proceeds of such a recapitalization to buy back or tender common stock or declares a special cash dividend in excess of $.50 per share of common stock.

Change in Control. No amounts and 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 AgreementAs used herein, a “Change in Control” shall be deemed to have occurred as of the first day that Company shall mean the occurrence of any one or more of the following conditions shall have occurredfollowing: (a) The acquisition by any natural person individual, entity or entity group (a “Person”), as such term is used in within the meaning of Section 13(d13(d)(3) and 14(dor 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (other a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than 50% of either: (i) the Company and/or its wholly owned subsidiaries; then- outstanding shares of the Company’s Common Stock or (ii) any employee benefit plan of the Company and any trustee or other fiduciary in such capacity holding securities under such plan; (iii) any corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of stock of the Company; or (iv) any other Person, who, within the one (1) year prior to the event which would otherwise be a Change in Control, was an executive officer of the Company), is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Act), directly or indirectly, of securities of the Company representing 20% or more of the combined voting power of the Company’s then then-outstanding securities. For voting securities of the Company entitled to vote generally in the election of directors (“Voting Stock”); provided, however, that for purposes hereofof this subsection (a), the term “Independent Director” following shall be determined under the rules not constitute a Change in Control: any acquisition by any Person pursuant to a transaction which complies with clauses (i), (ii) and (iii) of The NASDAQ Stock Market;subsection (c) of this Section 10; or (b) during any two Individuals who constitute the Board of Directors of the Company as of the date hereof (2the “Incumbent Board”) year period the following persons shall cease for any reason (other than death or disability) to constitute at least a majority of the Board: (i) directors of ; provided, however, that any individual becoming a director subsequent to the Company in office at the beginning of such period; and (ii) any new director date hereof whose election, or nomination for election by the Board, or whose nomination for electionCompany’s shareholders, was approved by a vote of at least two-thirds a majority of the directors still in office who were directors at then comprising the beginning Incumbent Board (either by a specific vote or by approval of the two (2) year period or who themselves were nominated by persons described in this clause (ii); provided, however, any new director shall not include a director designated by a Person who has entered into an agreement with the Company to effect a transaction described in subsections (a) or (c) hereof; (c) the consummation of a consolidation or merger proxy statement of the Company in which the Company such person is not the continuing or surviving corporation or otherwise does not have control over the combined entity or pursuant named as a nominee for director, without objection to which the common stock such nomination) shall be considered as though such individual were a member of the Company Incumbent Board, but excluding for this purpose any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest (within the “Common Stock”meaning of Rule 14a-11 of the Exchange Act) would be converted into cash, securities, and/or with respect to the election or removal of directors or other property, actual or threatened solicitation of proxies or consents by or on behalf of a Person other than a merger the Board or any of the Company in which holders of Common Stock immediately prior to the merger have the same proportionate ownership of voting securities of the surviving corporation immediately after the merger as they had in the Common Stock immediately before;Investors; or (dc) any saleConsummation of a reorganization, lease, exchange, merger or consolidation or sale or other transfer (in one transaction or a series of related transactions) disposition of all or substantially all of the assets of the Company with or earning to any Person (a “Business Combination”), in each case, unless, following such Business Combination, (i) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Common Stock and Voting Stock of the Company immediately prior to such Business Combination 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 such Business Combination (including, without limitation, an entity which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions relative to each other as their ownership, immediately prior to such Business Combination, of the Common Stock and Voting Stock of the Company, as the case may be, (ii) no Person (excluding any entity resulting from such Business Combination or any employee benefit plan (or related trust) sponsored or maintained by the Company or such entity resulting from such Business Combination) beneficially owns, directly or indirectly, more than 50% of, respectively, the then-outstanding shares of common stock of the entity resulting from such Business Combination, or the combined voting power of the then-outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination and (iii) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board providing for such Business Combination; or (ed) Approval by the Company’s shareholders or of the Board approve(s) the Company of a complete liquidation or dissolution of the Company.

Change in Control. No amounts and 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 Agreement, a “the term "Change in Control” " shall be deemed to have occurred as of the first day that any one or more of the following conditions shall have occurred: mean (ai) any natural person or entity (a “Person”), "person" as such term is used in Section Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended 1934 (the “"Act”") (other than (i) the Company and/or its wholly owned subsidiaries; (ii) Company, any trustee or other fiduciary holding securities under any employee benefit plan of the Company and Company, or any trustee or other fiduciary in such capacity holding securities under such plan; (iii) any corporation company owned, directly or indirectly, by the shareholders stockholders of the Company in substantially the same proportions as their ownership of common stock of the Company; or (iv) any other Person, who, within the one (1) year prior to the event which would otherwise be a Change in Control, was an executive officer of the Company), is or becomes becoming the “"beneficial owner” " (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 20% twenty-five percent (25%) or more of the combined voting power of the Company’s 's then outstanding securities. For purposes hereof, the term “Independent Director” shall be determined under the rules of The NASDAQ Stock Market; ; (bii) during any period of two (2) year period the following persons shall cease for any reason to constitute at least a majority of the Board: (i) directors of the Company in office consecutive years, individuals who at the beginning of such period; period constitute the Board, and (ii) any new director whose election by the Board, or whose nomination for election, was approved by a vote of at least two-thirds of the directors still in office who were directors at the beginning of the two (2) year period or who themselves were nominated by persons described in this clause (ii); provided, however, any new director shall not include other than a director designated by a Person person who has entered into an agreement with the Company to effect a transaction described in subsections clause (ai), (iii), or (iv) of this paragraph or a director whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11 promulgated under the Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than a member of the Board) whose election by the Board or nomination for election by the Company's shareholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the two (c2) hereof; year period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the Board; (ciii) the consummation of a merger or consolidation or merger of the Company in which the Company is not the continuing or surviving corporation or otherwise does not have control over the combined entity or pursuant to which the common stock of the Company (the “Common Stock”) would be converted into cash, securities, and/or with any other propertycorporation, other than a merger or consolidation which would result in the voting securities of the Company in which holders of Common Stock outstanding immediately prior thereto continuing to the merger have the same proportionate ownership of represent (either by remaining outstanding or by being converted into voting securities of the surviving corporation entity) more than fifty percent (50%) of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; provided, however, that a merger or consolidation effected to implement a recapitalization of the merger as they had Company (or similar transaction) in which no person (other than those covered in the Common Stock immediately before; exceptions in (di) any sale, lease, exchange, above) acquires more than twenty- five percent (25%) of the combined voting power of the Company's then outstanding securities shall not constitute a Change in Control; or other transfer (in one transaction iv) approval by the shareholders of the Company of a plan of complete liquidation of the Company or a series the closing of related transactions) the sale or disposition by the Company of all or substantially all of the Company's assets other than the sale of all or substantially all of the assets of the Company to a person or earning persons who beneficially own, directly or indirectly, at least fifty percent (50%) or more of the combined voting power of the Company; or (e) the Company’s shareholders or the Board approve(s) the liquidation or dissolution outstanding voting securities of the CompanyCompany at the time of the sale.

Change in Control. (a) No amounts and benefits compensation shall be payable hereunder under this Agreement unless and until (i) there shall have has been a Change in Control of the Company, as set forth below. 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 as on the first to occur of the first day that following: (i) The date any entity or person shall have become the beneficial owner of, or shall have obtained voting control over, fifty-one percent (51%) or more of the following conditions shall have occurred: (a) any natural person or entity (a “Person”), as such term is used in Section 13(d) and 14(d) outstanding Common Stock of the Securities Exchange Act of 1934, as amended (the “Act”) (other than (i) the Company and/or its wholly owned subsidiaries; Company; (ii) any employee benefit plan of the Company and any trustee or other fiduciary in such capacity holding securities under such plan; (iii) any corporation owned, directly or indirectly, by The date the shareholders of the Company in substantially approve a definitive agreement (A) to merge or consolidate the same proportions as their ownership of stock of the Company; Company with or into another corporation or other business entity (iv) any other Personfor these purposes, whoeach, within the one (1) year prior to the event which would otherwise be a Change in Control, was an executive officer of the Company“corporation”), is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Act), directly or indirectly, of securities of the Company representing 20% or more of the combined voting power of the Company’s then outstanding securities. For purposes hereof, the term “Independent Director” shall be determined under the rules of The NASDAQ Stock Market; (b) during any two (2) year period the following persons shall cease for any reason to constitute at least a majority of the Board: (i) directors of the Company in office at the beginning of such period; and (ii) any new director whose election by the Board, or whose nomination for election, was approved by a vote of at least two-thirds of the directors still in office who were directors at the beginning of the two (2) year period or who themselves were nominated by persons described in this clause (ii); provided, however, any new director shall not include a director designated by a Person who has entered into an agreement with the Company to effect a transaction described in subsections (a) or (c) hereof; (c) the consummation of a consolidation or merger of the Company in which the Company is not the continuing or surviving corporation or otherwise does not have control over the combined entity or pursuant to which the common stock any shares of Common Stock of the Company (the “Common Stock”) would be converted into cash, securities, and/or securities or other propertyproperty of another corporation, other than a merger or consolidation of the Company in which holders of Common Stock immediately prior to the merger or consolidation have the same proportionate ownership of voting securities Common Stock of the surviving corporation immediately after the merger as they had in the Common Stock immediately before; (d) any sale, lease, exchange, or other transfer (in one transaction B) to sell or a series of related transactions) otherwise dispose of all or substantially all the assets or earning power of the Company; or (eiii) 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 or of each new director was approved by the Board approve(s) the liquidation or dissolution vote of two-thirds of the Companydirectors then still in office who were in office at the beginning of the 12-month period.

Change in Control. No amounts and benefits shall be payable hereunder unless there shall have been a Change As used in Control of the Company, as set forth below. For purposes of this Agreement, a “"Change in Control” " of the Company shall be deemed to have occurred as of the first day that any one or more of the following conditions shall have occurredif: (a) any natural person or entity (a “"Person”"), as such term is used in Section Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “"Exchange Act”) "), (other than (i1) the Company and/or its wholly owned subsidiaries; (ii2) any ESOP or other employee benefit plan of the Company and any trustee or other fiduciary in such capacity holding securities under such plan; (iii3) any corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of stock of the Company; or (iv4) any other Person, who, within Person who is as of the one (1) year prior to the event which would otherwise be a Change in Control, was date of this Agreement presently an executive officer of the Company), Company or any group of Persons of which he/she voluntarily is a part) 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 combined voting power of the Company’s 's then outstanding securities or such lesser percentage of voting power, but not less than 15%, as the Board of Directors of the Company shall determine; provided, however, that a Change in Control shall not be deemed to have occurred under the provisions of this subsection (a) by reason of the beneficial ownership of voting securities by members of the Benoliel family (as defined below) unless and until the beneficial o▇▇▇▇▇▇▇▇ of all members of the Benoliel family (including any other individuals or entities who or ▇▇▇▇▇, ▇ogether with any member or members of the Benoliel family, are deemed under Sections 13(d) or 14(d) of the Exc▇▇▇▇▇ ▇▇t to constitute a single Person) exceeds 50% of the combined voting power of the Company's then outstanding securities. For purposes hereof, the term “Independent Director” shall be determined under the rules of The NASDAQ Stock Market; (b) during any two (2) two-year period beginning on the following persons shall cease for any reason to constitute at least a majority date of the Board: (i) directors this Agreement, Directors of the Company in office at the beginning of such period; and (ii) period plus any new director whose election by the Board, or whose nomination for election, was approved by Director (other than a vote of at least two-thirds of the directors still in office who were directors at the beginning of the two (2) year period or who themselves were nominated by persons described in this clause (ii); provided, however, any new director shall not include a director Director designated by a Person who has entered into an agreement with the Company to effect a transaction described in within the purview of subsections (a) or (c) hereof;) whose election by the Board of Directors of the Company or whose nomination for election by the Company's shareholders was approved by a vote of at least two-thirds of the 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 shall cease for any reason to constitute at least a majority of the Board; or (c) the consummation Company's shareholders or the Company's Board of a Directors shall approve (i) any consolidation or merger of the Company in which the Company is not the continuing or surviving corporation or otherwise does not have control over the combined entity or pursuant to which the Company's voting common stock of the Company shares (the “"Common Stock”Shares") would be converted into cash, securities, and/or other property, other than a merger of the Company in which holders of Common Stock Shares immediately prior to the merger have the same proportionate ownership of voting securities Common Shares of the surviving corporation immediately after the merger as they had in the Common Stock Shares immediately before; ; (dii) any sale, lease, exchange, or other transfer (in one transaction or a series of related transactions) of all or substantially all the assets or earning power of the Company; or or (e) the Company’s shareholders or the Board approve(siii) the liquidation or dissolution of the Company.

Change in Control. No amounts and 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 Agreement, a “The term "Change in Control” " shall be deemed to have occurred as mean the occurrence of the first day that any one or more of the following conditions shall have occurred: events with respect to the Employer (awith the term "Employer" being defined for purposes of determining whether a "Change in Control" has occurred to include any parent bank holding company organized at the direction of the Employer to own 100% of the Employer's outstanding common stock): (i) any natural person or entity (a “Person”), as such term is used change in Section 13(d) and 14(dcontrol of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (the “"Exchange Act”) ("), or in response to any other than (i) form or report to the Company and/or its wholly owned subsidiariesregulatory agencies or governmental authorities having jurisdiction over the Employer or any stock exchange on which the Employer's shares are listed which requires the reporting of a change in control; (ii) any employee benefit plan merger, consolidation or reorganization of the Company and any trustee or other fiduciary Employer in such capacity holding securities under such planwhich the Employer does not survive; (iii) any corporation ownedsale, directly lease, exchange, mortgage, pledge, transfer or indirectly, by the shareholders other disposition (in one transaction or a series of transactions) of any assets of the Company in substantially the same proportions as their ownership Employer having an aggregate fair market value of stock fifty percent (50%) of the Companytotal value of the assets of the Employer, reflected in the most recent balance sheet of the Employer; or (iv) a transaction whereby any "person" (as such term is used in the Exchange Act) or any individual, corporation, partnership, trust or any other Person, who, within the one (1) year prior to the event which would otherwise be a Change in Control, was an executive officer of the Company), is or entity becomes the “beneficial owner” (as defined in Rule 13d-3 under the Act), directly or indirectly, of securities of the Company Employer representing 20% twenty-five percent (25%) or more of the combined voting power of the Company’s Employer's then outstanding securities. For purposes hereof; or (v) a situation where, in any one-year period, individuals who at the term “Independent Director” shall be determined under beginning of such period constitute the rules Board of The NASDAQ Stock Market; (b) during any two (2) year period Directors of the following persons shall Employer cease for any reason to constitute at least a majority of thereof, unless the Board: (i) directors of election, or the Company in office at the beginning of such period; and (ii) any new director whose nomination for election by the BoardEmployer's shareholders, or whose nomination for election, was of each new director is approved by a vote of at least twothree-thirds quarters (3/4) of the directors then still in office who were directors at the beginning of the two period. Notwithstanding the foregoing or anything else contained herein to the contrary, there shall not be a "Change of Control" for purposes of this Agreement if the event which would otherwise come within the meaning of the term "Change of Control" involves (2i) year period a reorganization at the direction of the Employer solely to form a parent bank holding company which owns 100% of the Employer's common stock following the reorganization, or who themselves were nominated by persons described in this clause (ii); provided, however, any new director shall not include a director designated ) an Employee Stock Ownership Plan sponsored by a Person who has entered into an agreement with the Company to effect a transaction described in subsections (a) Employer or (c) hereof; (c) its parent holding company which is the consummation of a consolidation party that acquires "control" or merger of is the Company in which the Company is not the continuing or surviving corporation or otherwise does not have control over the combined entity or pursuant to which the common stock of the Company (the “Common Stock”) would be converted into cash, securities, and/or other property, other than a merger of the Company in which holders of Common Stock immediately prior to the merger have the same proportionate ownership of voting securities of the surviving corporation immediately after the merger as they had principal participant in the Common Stock immediately before; (d) any sale, lease, exchange, or other transfer (transaction constituting a "Change in one transaction or a series of related transactions) of all or substantially all the assets or earning power of the Company; or (e) the Company’s shareholders or the Board approve(s) the liquidation or dissolution of the CompanyControl," as described above.

Change in Control. No amounts and 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 Agreement, a “the term "Change in Control” " shall be deemed to have occurred as mean the occurrence of the first day that any one or more of the following conditions shall have occurred: (ai) any natural person or entity (a “Person”), "person" as such term is used in Section Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended 1934 (the “"Act”") (other than (i) the Company and/or its wholly owned subsidiaries; (ii) Company, any trustee or other fiduciary holding securities under any employee benefit plan of the Company and Company, or any trustee or other fiduciary in such capacity holding securities under such plan; (iii) any corporation company owned, directly or indirectly, by the shareholders stockholders of the Company in substantially the same proportions as their ownership of stock of the Company; or (iv) any other Person, who, within the one (1) year prior to the event which would otherwise be a Change in Control, was an executive officer Common Stock of the Company), is or becomes the “"beneficial owner” " (as defined in Rule 13d-3 under the Act), directly or indirectly, of securities of the Company representing 20% twenty-five percent (25%) or more of the combined voting power of the Company’s 's then outstanding securities. For purposes hereof, the term “Independent Director” shall be determined under the rules of The NASDAQ Stock Market; ; (bii) during any period of two (2) year period the following persons shall cease for any reason to constitute at least a majority of the Board: (i) directors of the Company in office consecutive years, individuals who at the beginning of such period; period constitute the Board, and (ii) any new director whose election by the Board, or whose nomination for election, was approved by a vote of at least two-thirds of the directors still in office who were directors at the beginning of the two (2) year period or who themselves were nominated by persons described in this clause (ii); provided, however, any new director shall not include other than a director designated by a Person person who has entered into an agreement with the Company to effect a transaction described in subsections clause (a) i), (iii), or (civ) hereof; of this paragraph) whose election by the Board 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 either were directors at the beginning of the two-year period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the Board; (ciii) the consummation of a merger or consolidation or merger of the Company in which the Company is not the continuing or surviving corporation or otherwise does not have control over the combined entity or pursuant to which the common stock of the Company (the “Common Stock”) would be converted into cash, securities, and/or with any other propertycorporation, other than a merger or consolidation which would result in the voting securities of the Company in which holders of Common Stock outstanding immediately prior thereto continuing to the merger have the same proportionate ownership of represent (either by remaining outstanding or by being converted into voting securities of the surviving corporation entity) more than fifty percent (50%) of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; provided, however, that a merger or consolidation effected to implement a recapitalization of the merger as they had Company (or similar transaction) in which no person acquires more than twenty-five percent (25%) of the Common Stock immediately before; combined voting power of the Company's then outstanding securities shall not constitute a Change in Control of the Company; or (div) any sale, lease, exchange, the stockholders of the Company approve a plan of complete liquidation of the Company or other transfer (in one transaction the consummation of the sale or a series of related transactions) disposition by the Company of all or substantially all of the Company's assets other than (x) the sale or disposition of all or substantially all of the assets of the Company to a person or earning persons who beneficially own, directly or indirectly, at least fifty percent (50%) or more of the combined voting power of the Company; or outstanding voting securities of the Company at the time of the sale or (ey) pursuant to a spinoff type transaction, directly or indirectly, of such assets to the Company’s shareholders or the Board approve(s) the liquidation or dissolution stockholders of the Company.

Change in Control. No amounts and 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 Agreement, a “Change in Control” Control shall be deemed to have occurred as of the first day that any one or more of the following conditions shall have occurredmean: (a) the acquisition by any natural person individual, entity or entity group (a “Person”), as such term is used in within the meaning of Section 13(d13(d)(3) and 14(dor 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (other than a “Person”), of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% or more of either (i) the then-outstanding shares of common stock of the Company and/or its wholly owned subsidiaries; (the “Outstanding Company Common Stock”) or (ii) any employee benefit plan of the Company and any trustee or other fiduciary in such capacity holding securities under such plan; (iii) any corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of stock of the Company; or (iv) any other Person, who, within the one (1) year prior to the event which would otherwise be a Change in Control, was an executive officer of the Company), is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Act), directly or indirectly, of securities of the Company representing 20% or more of the combined voting power of the Company’s then then-outstanding securities. For purposes hereofvoting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that the following acquisitions shall not constitute a Change in Control: (A) any acquisition directly from the Company (excluding an acquisition by virtue of the exercise of a conversion privilege), (B) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company or (C) any acquisition by any corporation pursuant to a reorganization, merger or consolidation, if, following such reorganization, merger or consolidation, the term “Independent Director” shall be determined under the rules conditions described in subclauses (i), (ii) and (iii) of The NASDAQ Stock Market;subparagraph (c) of this sentence are satisfied; or (b) during any two if individuals who, as of the date hereof, constitute the Board (2the “Incumbent Board”) year period the following persons shall cease for any reason to constitute at least a majority of the Board: (i) directors of ; provided, however, that any individual becoming a director subsequent to the Company in office at the beginning of such period; and (ii) any new director date hereof whose election, or nomination for election by the Board, or whose nomination for electionCompany’s stockholders, was approved by a vote of at least two-thirds of the directors still in office who then constituting the Incumbent Board shall be considered as though such individual were directors at the beginning a member of the two (2) year period or who themselves were nominated by persons described in Incumbent Board, but excluding, for this clause (ii); provided, howeverpurpose, any new director shall not include such individual whose initial assumption of office occurs as a director designated result of either an actual or threatened election contest subject to Rule 14a-11 of Regulation 14A promulgated under the Exchange Act or other actual or threatened solicitation of proxies or consents by or on behalf of a Person who has entered into an agreement with other than the Company to effect a transaction described in subsections (a) or (c) hereof;Board; or (c) approval by the consummation of a consolidation or merger stockholders of the Company in which of a reorganization, merger or consolidation, unless following such reorganization, merger or consolidation (i) more than 60% of, respectively, the Company is not the continuing or surviving corporation or otherwise does not have control over the combined entity or pursuant to which the then-outstanding shares of common stock of the Company (corporation resulting from such reorganization, merger or consolidation and the “Common Stock”) would be converted into cash, securities, and/or other property, other than a merger combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company in which holders of Common Stock and Outstanding Company Voting Securities immediately prior to the merger have such reorganization, merger, or consolidation in substantially the same proportionate ownership proportions as their ownership, immediately prior to such reorganization, merger or consolidation, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be (for purposes of determining whether such percentage test is satisfied, there shall be excluded from the number of shares and voting securities of the surviving resulting corporation owned by the Company's stockholders, but not from the total number of outstanding shares and voting securities of the resulting corporation, any shares or voting securities received by any such stockholder in respect of any consideration other than shares or voting securities of the Company); (ii) no Person (excluding the Company, any employee benefit plan (or related trust) of the Company, any qualified employee benefit plan of such corporation resulting from such reorganization, merger or consolidation and any Person beneficially owning, immediately after prior to such reorganization, merger or consolidation, directly or indirectly, 20% or more of the Outstanding Company Common Stock or Outstanding Company Voting Securities, as the case may be) beneficially owns, directly or indirectly, 30% or more of, respectively, the then-outstanding shares of common stock of the corporation resulting from such reorganization, merger as they had or consolidation or the combined voting power of the then-outstanding voting securities of such corporation entitled to vote generally in the Common Stock immediately before;election of directors; and (iii) at least a majority of the members of the board of directors of the corporation resulting from such reorganization, merger or consolidation were members of the Incumbent Board at the time of the execution of the initial agreement providing for such reorganization, merger or consolidation; or (d) any sale, lease, exchange, (i) approval by the stockholders of the Company of a complete liquidation or dissolution of the Company or (ii) the first to occur of (A) the sale or other transfer disposition (in one transaction or a series of related transactions) of all or substantially all of the assets of the Company, or earning (B) the approval by the stockholders of the Company of any such sale or disposition, other than, in each case, any such sale or disposition to a corporation, with respect to which immediately thereafter, (1) more than 60% of, respectively, the then-outstanding shares of common stock of such corporation and the combined voting power of the Company; or then-outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such sale or other disposition in substantially the same proportion as their ownership, immediately prior to such sale or other disposition, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be (e) for purposes of determining whether such percentage test is satisfied, there shall be excluded from the number of shares and voting securities of the transferee corporation owned by the Company’s shareholders stockholders, but not from the total number of outstanding shares and voting securities of the transferee corporation, any shares or voting securities received by any such stockholder in respect of any consideration other than shares or voting securities of the Company); (2) no Person (excluding the Company, any employee benefit plan (or related trust) of the Company, any qualified employee benefit plan of such transferee corporation and any Person beneficially owning, immediately prior to such sale or other disposition, directly or indirectly, 20% or more of the Outstanding Company Common Stock or Outstanding Company Voting Securities, as the case may be) beneficially owns, directly or indirectly, 30% or more of, respectively, the then-outstanding shares of common stock of such transferee corporation and the combined voting power of the then-outstanding voting securities of such transferee corporation entitled to vote generally in the election of directors; and (3) at least a majority of the members of the board of directors of such transferee corporation were members of the Incumbent Board approve(s) at the liquidation time of the execution of the initial agreement or dissolution action of the board providing for such sale or other disposition of assets of the Company.

Change in Control. No amounts and 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 Agreement, a “A "Change in Control” " shall be deemed to have occurred if, prior to the Termination Date (as defined below): (i) Any election has occurred of persons to the Board that causes at least one-half of the first day Board to consist of persons other than (x) persons who were members of the Board on January 1, 2007 and (y) persons who were nominated for election by the Board as members of the Board at a time when more than one-half of the members of the Board consisted of persons who were members of the Board on January 1, 2007; provided, however, that any person nominated for election by the Board at a time when at least one-half of the members of the Board were persons described in clauses (x) and/or (y) or by persons who were themselves nominated by such Board shall, for this purpose, be deemed to have been nominated by a Board composed of persons described in clause (x) (persons described or deemed described in clauses (x) and/or (y) are referred to herein as "Incumbent Directors"); or (ii) The acquisition in one or more transactions, other than from the Company, by any individual, entity or group (within the meaning of the following conditions shall have occurred: (aSection 13(d)(3) any natural person or entity (a “Person”), as such term is used in Section 13(d) and 14(d14(d)(2) of the Securities Exchange Act of 1934, as amended (the “"Exchange Act”")) of beneficial ownership (other within the meaning of Rule 13d-3 promulgated under the Exchange Act) of a number of Company Voting Securities equal to or greater than (i) the Company and/or its wholly owned subsidiaries; (ii) any employee benefit plan 35% of the Company and any trustee or other fiduciary in Voting Securities unless such capacity holding securities under such plan; (iii) any corporation owned, directly or indirectly, acquisition has been designated by the shareholders of the Company in substantially the same proportions Incumbent Directors as their ownership of stock of the Company; or (iv) any other Person, who, within the one (1) year prior to the event which would otherwise be an acquisition not constituting a Change in Control, was an executive officer of the Company), is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Act), directly or indirectly, of securities of the Company representing 20% or more of the combined voting power of the Company’s then outstanding securities. For Control for purposes hereof, the term “Independent Director” shall be determined under the rules of The NASDAQ Stock Market; (b) during any two (2) year period the following persons shall cease for any reason to constitute at least a majority of the Board: (i) directors of the Company in office at the beginning of such period; and (ii) any new director whose election by the Board, or whose nomination for election, was approved by a vote of at least two-thirds of the directors still in office who were directors at the beginning of the two (2) year period or who themselves were nominated by persons described in this clause (ii); provided, however, any new director shall not include a director designated by a Person who has entered into an agreement with the Company to effect a transaction described in subsections (a) or (c) hereof; (c) the consummation of a consolidation or merger of the Company in which the Company is not the continuing or surviving corporation or otherwise does not have control over the combined entity or pursuant to which the common stock of the Company (the “Common Stock”) would be converted into cash, securities, and/or other property, other than a merger of the Company in which holders of Common Stock immediately prior to the merger have the same proportionate ownership of voting securities of the surviving corporation immediately after the merger as they had in the Common Stock immediately before; (d) any sale, lease, exchange, or other transfer (in one transaction or a series of related transactions) of all or substantially all the assets or earning power of the Company; or (eiii) the Company’s shareholders or the Board approve(s) the A liquidation or dissolution of the Company; or a reorganization, merger or consolidation of the Company unless, following such reorganization, merger or consolidation, the Company is the surviving entity resulting from such reorganization, merger or consolidation or at least one-half of the Board of Directors of the entity resulting from such reorganization, merger or consolidation consists of Incumbent Directors; or a sale or other disposition of all or substantially all of the assets of the Company unless, following such sale or disposition, at least one-half of the Board of Directors of the transferee consists of Incumbent Directors.

Change in Control. No amounts and 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 Agreement, a “Change in Control” shall be deemed to have occurred as of the first day that any one or more of the following conditions shall have occurredif: 7.1.1 any Person (a) any natural person or entity (a “Person”), as such term is used defined in Section 13(d3(a)(9) and 14(d) of under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) ()), other than Company or any Significant Subsidiary (i) the Company and/or its wholly owned subsidiaries; (ii) any employee benefit plan of the Company and any trustee or other fiduciary in such capacity holding securities under such plan; (iii) any corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of stock of the Company; or (iv) any other Person, who, within the one (1) year prior to the event which would otherwise be a Change in Control, was an executive officer of the Companydefined below), is or becomes the “beneficial owner” Beneficial Owner (as defined in Rule 13d-3 under the Exchange Act; provided, that a Person shall be deemed to be the Beneficial Owner of all shares that any such Person has the right to acquire pursuant to any agreement or arrangement or upon exercise of conversion rights, warrants, options or otherwise, without regard to the 60-day period referred to in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company or any Significant Subsidiary (as defined below) representing 2050% or more of the combined voting power of the Company’s ’s, or such Significant Subsidiary’s, as the case may be, then outstanding securities. For purposes hereof, the term “Independent Director” shall be determined under the rules of The NASDAQ Stock Market; (b) 7.1.2 during any period of two years, individuals who at the beginning of such period constitute the Board and any new director (2other than a director designated by a person who has entered into an agreement with Company to effect a transaction described in 7.1.3, 7.1.4 or 7.1.5) whose election by the Board or nomination for election by stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the two-year period or whose election or nomination for election was previously so approved, but excluding for this purpose any such new director whose initial assumption of office occurs as a result of either an actual or threatened election contest or other actual or threatened solicitation of proxies or consents by or on behalf of an individual, corporation, partnership, group, association or other entity other than the following persons shall Board, cease for any reason to constitute at least a majority of the Board: (i) directors Board of the either Company in office at the beginning of such period; and (ii) any new director whose election by the Board, or whose nomination for election, was approved by a vote of at least two-thirds of the directors still in office who were directors at the beginning of the two (2) year period or who themselves were nominated by persons described in this clause (ii); provided, however, any new director shall not include a director designated by a Person who has entered into an agreement with the Company to effect a transaction described in subsections (a) or (c) hereofSignificant Subsidiary; (c) 7.1.3 the consummation of a merger or consolidation of Company or merger any subsidiary of Company owning directly or indirectly all or substantially all of the Company in which the Company is not the continuing or surviving corporation or otherwise does not have control over the combined entity or pursuant to which the common stock consolidated assets of the Company (the a “Common StockSignificant Subsidiary”) would be converted into cash, securities, and/or with any other propertyentity, other than a merger of or consolidation that would result in the Company in which holders of Common Stock immediately prior to the merger have the same proportionate ownership holder(s) of voting securities of the surviving corporation immediately after the merger as they had in the Common Stock immediately before; (d) any sale, lease, exchange, or other transfer (in one transaction Company or a series of related transactionsSignificant Subsidiary outstanding immediately prior thereto continuing to hold more than fifty percent (50%) of all or substantially all the assets or earning combined voting power of the Companysurviving or resulting entity outstanding immediately after such merger or consolidation; 7.1.4 the stockholders of Company approve a plan or agreement for the sale or disposition of fifty percent (50%) or more of the consolidated assets of Company in which case the Board shall determine the effective date of the Change of Control resulting therefrom; or (e) the Company’s shareholders or 7.1.5 any other event occurs that the Board approve(s) determines, in its discretion, would materially alter the liquidation structure of Company or dissolution of the Companyits ownership.

Change in Control. No amounts and benefits shall The provisions of this paragraph will be payable hereunder unless there shall have been "triggered" by a "Change in Control Control" of the Company, as set forth below. For purposes the purpose of this Agreementparagraph, a “"Change in Control” " shall be deemed to have occurred as of the first day that any one or more of the following conditions shall have occurred: if: (a) There shall be consummated any natural consolidation, merger or sale of all or substantially all of the assets and business of the Company following which the holders of the Company's common stock immediately prior to such transaction own less than 80% of the combined voting power of the surviving entity immediately after such transaction; or (b) The shareholders of the Company shall approve any plan or proposal for the liquidation or dissolution of the Company; or (c) Any person or entity (a “Person”), as such term is used in Section Sections 13(d) and 14(d14(d)(2) of the Securities and Exchange Act of 1934, as amended (the “"Exchange Act”) ("), other than (i) the Company and/or its wholly owned subsidiaries; (ii) Company, the F. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Family or any employee benefit plan of sponsored by the Company and any trustee or other fiduciary in such capacity holding securities under such plan; (iii) any corporation ownedCompany, shall become the beneficial owner directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of stock of the Company; or indirectly (iv) any other Person, who, within the one (1) year prior to the event which would otherwise be a Change in Control, was an executive officer meaning 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 20either (i) 51% or more of the combined voting power of the Company’s then outstanding securities. For purposes hereof, 's common stock or (ii) a greater percentage of the term “Independent Director” shall be determined under Company's common stock than the rules aggregate percentage held or controlled by the F. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Family.; or (d) At any time during a period of The NASDAQ Stock Market; (b) during any two (2) year consecutive years, individuals who, at the beginning of such period constituted the following persons Board of Directors of the Company, shall cease for any reason to constitute at least a majority of thereof, unless the Board: (i) directors of election or the Company in office at the beginning of such period; and (ii) any new director whose nomination for election by the Board, or whose nomination for election, Company's shareholders of each new director during such (2) year period was approved by a vote of at least two-thirds (2/3) of the directors then still in office who were directors at the beginning of the such two (2) year period period. For the purpose of this paragraph, the term, "F. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Family" shall mean, collectively, F. ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, and the lineal descendants of the persons above named. In the event of a Change of Control as above defined, if the entity surviving such transaction does not offer comparable employment to Officer or who themselves were nominated by persons described in this clause (ii); providedtakes an employment action adverse to Officer within one year of the effective date of the Change of Control, however, any new director shall not include a director designated by a Person who has entered into an agreement with the Company to effect or such survivor shall pay Officer a transaction described in subsections lump sum payment equal to: (a1) three (3) times the Officer's "annual cash compensation" from the Company; plus (2) such amount as is necessary so that such payment is received net of any special or (c) hereof; (c) excise taxes imposed on the consummation payment or on Officer under the Internal Revenue Code of 1986, as amended, or any similar provision of a consolidation or merger subsequent revenue law. The term "annual cash compensation" shall mean the sum of: (x) Officer's annual Base Salary in effect at the time of the Company Change of Control; and (y) an amount equal to the highest annual bonus paid Officer in which the three (3) calendar years preceding the Change of Control. The Change of Control payment shall be made within thirty (30) days after the Change of Control takes place, except that if Officer so elects by notice to the Company is not within fifteen (15) days after the continuing or surviving corporation or otherwise does not have control over the combined entity or pursuant to which the common stock Change of Control event, in lieu of the lump sum compensation payment, for a period of thirty-six (36) months from the date of Change of Control, Company shall pay Officer monthly an amount equal to one-thirty-sixth (the “Common Stock”1/36) would be converted into cash, securities, and/or other property, other than a merger of the Company total amount which, payable over such period in which holders of Common Stock immediately prior installments, would have compounded future value equal to the merger have the same proportionate ownership of voting securities amount of the surviving corporation immediately after lump sum compensation payment, based on the merger as they had in the Common Stock immediately before; prime interest rate, plus four (d4) any salepercentage points, lease, exchange, or other transfer (in one transaction or a series of related transactions) of all or substantially all the assets or earning power of the Company; or (e) 's primary banking source at the Company’s shareholders or the Board approve(s) the liquidation or dissolution date of the CompanyChange of Control. 13.

Change in Control. No amounts and 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 Agreement, a “A "Change in Control” " shall be deemed to have occurred as of the first day that if any one or more of the following conditions shall have occurredoccurred unless the transaction or event shall have been approved by at least two-thirds (2/3) of the Board of Directors of RQI: (ai) any natural person or entity entity, other than RQI or an employee benefit plan of RQI, acquires directly or indirectly the Beneficial Ownership (a “Person”), as such term is used defined in Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Act”amended) (other than (i) the Company and/or its wholly owned subsidiaries; (ii) of any employee benefit plan voting security of the Company RQI and any trustee immediately after such acquisition such person or other fiduciary in such capacity holding securities under such plan; (iii) any corporation ownedentity is, directly or indirectly, by the shareholders Beneficial Owner of the Company in substantially the same proportions as their ownership of stock of the Company; or (iv) any other Person, who, within the one (1) year prior to the event which would otherwise be a Change in Control, was an executive officer of the Company), is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Act), directly or indirectly, of voting securities of the Company representing 2050% or more of the combined total voting power of all of the Company’s then then-outstanding securities. For purposes hereof, the term “Independent Director” shall be determined under the rules voting securities of The NASDAQ Stock MarketRQI; (bii) during any two (2) year period the following persons shall cease for any reason to individuals no longer constitute at least a majority of the Boardmembers of the Board of Directors of RQI: (iA) directors the individuals who, as of the Company in office at closing date of RQI's initial public offering, constitute the beginning Board of such periodDirectors of RQI (the "Original Directors"); (B) the individuals who thereafter are elected to the Board of Directors of RQI and (ii) any new director whose election by the Boardelection, or whose nomination for election, to the Board of Directors of RQI was approved by a vote of at least two-thirds (2/3) of the directors Original Directors then still in office (such directors becoming "Additional Original Directors" immediately following their election); and (C) the individuals who were directors are elected to the Board of Directors of RQI and whose election, or nomination for election, to the Board of Directors of RQI was approved by a vote of at the beginning least two-thirds (2/3) of the two Original Directors and Additional Original Directors then still in office (2) year period or who themselves were nominated by persons described in this clause (iisuch directors also becoming "Additional Original Directors" immediately following their election); provided, however, any new director shall not include a director designated by a Person who has entered into an agreement with the Company to effect a transaction described in subsections (a) or (c) hereof; (ciii) the stockholders of RQI shall approve a merger, consolidation, recapitalization or reorganization of RQI, a reverse stock split of outstanding voting securities, or consummation of a consolidation or merger of the Company in which the Company any such transaction if stockholder approval is not the continuing or surviving corporation or otherwise does not have control over the combined entity or pursuant to which the common stock of the Company (the “Common Stock”) would be converted into cash, securities, and/or other propertyobtained, other than a merger any such transaction which would result in at least 75% of the Company in which holders of Common Stock immediately prior to total voting power represented by the merger have the same proportionate ownership of voting securities of the surviving corporation entity outstanding immediately after such transaction being Beneficially Owned by at least 75% of the merger as they had holders of outstanding voting securities of RQI immediately prior to the transaction, with the voting power of each such continuing holder relative to other such continuing holders not substantially altered in the Common Stock immediately before; (d) any sale, lease, exchange, or other transfer (in one transaction or a series of related transactions) of all or substantially all the assets or earning power of the Companytransaction; or (eiv) the Company’s shareholders stockholders of RQI shall approve a plan of complete liquidation of RQI or an agreement for the Board approve(s) the liquidation sale or dissolution disposition by RQI of all or a substantial portion of RQI's assets (i.e., 50% or more of the Companytotal assets of RQI).

Change in Control. No amounts Notwithstanding any other provision of Sections 2 and benefits 3 of this Agreement to the contrary, this option shall be payable hereunder unless there shall have been become exercisable in full immediately prior to a “Change in Control of the Company, ” (as set forth defined below). For purposes of this Agreement, a “Change in ControlControl of the Company” shall occur or be deemed to have occurred as of the first day that any one or more of the following conditions shall have occurred: only if (ai) any natural person or entity (a “Personperson”), as such term is used in Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (other than (i) the Company and/or its wholly owned subsidiaries; (ii) Company, any trustee or other fiduciary holding securities under an employee benefit plan of the Company and any trustee Company, or other fiduciary in such capacity holding securities under such plan; (iii) any corporation owned, owned directly or indirectly, indirectly by the shareholders stockholders of the Company in substantially the same proportions proportion as their ownership of stock of the Company; or (iv) any other Person, who, within the one (1) year prior to the event which would otherwise be a Change in Control, was an executive officer 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 2050% or more of the combined voting power of the Company’s then outstanding securities. For purposes hereof, the term “Independent Director” shall be determined under the rules of The NASDAQ Stock Market; ; (bii) during any period of two (2) year period consecutive years ending during the following persons shall cease for any reason to constitute at least a majority term of the Board: (i) directors of the Company in office this Agreement, individuals who at the beginning of such period; period constitute the Board of Directors of the Company, and (ii) any new director (other than a director designated by a person who has entered into an agreement with the Company to effect any transaction described in clause (i), (iii) or (iv) of this Section 6) whose election by the Board, Board of Directors or whose nomination for election, 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 either directors at the beginning of the two (2) year period or who themselves were nominated by persons described in this clause whose election or whose nomination for election was previously so approved (iicollectively, the “Disinterested Directors”), cease for any reason to constitute a majority of the Board of Directors; provided, however, any new director shall not include a director designated by a Person who has entered into an agreement with the Company to effect a transaction described in subsections (a) or (c) hereof; (ciii) the consummation of a merger or consolidation or merger of the Company in which the Company is not the continuing or surviving corporation or otherwise does not have control over the combined entity or pursuant to which the common stock of the Company (the “Common Stock”) would be converted into cash, securities, and/or with any other propertycorporation, other than a merger or consolidation which would result in the voting securities of the Company in which holders of Common Stock outstanding immediately prior thereto continuing to the merger have the same proportionate ownership of represent (either by remaining outstanding or by being converted into voting securities of the surviving corporation entity) more than 50% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; or (iv) the merger as they had in stockholders of the Common Stock immediately before; (d) any sale, lease, exchange, Company approve a plan of complete liquidation of the Company or other transfer (in one transaction there occurs the sale or a series of related transactions) disposition by the Company of all or substantially all the assets or earning power of the Company; or (e) the Company’s shareholders or the Board approve(s) the liquidation or dissolution of the CompanyCompany assets.

Change in Control. No amounts and 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 Agreement, a “Change in Control” Control of the Company shall be deemed to have occurred if (i) any "Person" (as defined in Section 3(a)(9) of the first day that any one or more Securities Exchange Act of 1934 (the following conditions shall have occurred: (a"Exchange Act") any natural person or entity (a “Person”), as such term is modified and used in Section Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Act”) (other than (i1) the Company and/or or any of its wholly owned subsidiaries; , (ii2) any trustee or other fiduciary holding securities under an employee benefit plan of the Company and or any trustee or other fiduciary in such capacity of its subsidiaries, (3) an underwriter temporarily holding securities under pursuant to an offering of such plan; securities, (iii4) any corporation entity owned, directly or indirectly, by the shareholders stockholders of the Company in substantially the same proportions as their ownership of stock the Company's common stock, (5) any Person that is a stockholder of the Company; Company on the date hereof and any affiliates of such Person, or (iv6) any other Person, who, within the one Blackstone (1) year prior to the event which would otherwise be a Change as defined in Control, was an executive officer of the Company's 2004 Stock Incentive Plan), or any of its affiliates), 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 combined voting power of the Company’s 's then outstanding voting securities. For purposes hereof, the term “Independent Director” shall be determined under the rules of The NASDAQ Stock Market; (bii) during any period of not more than two (2) year consecutive years, not including any period prior to the following persons shall cease for any reason to constitute at least a majority date of the Board: (i) directors of the Company in office this Agreement, individuals who at the beginning of such period; period constitute the Board, and (ii) any new director whose election by the Board, or whose nomination for election, was approved by a vote of at least two-thirds of the directors still in office who were directors at the beginning of the two (2) year period or who themselves were nominated by persons described in this clause (ii); provided, however, any new director shall not include other than a director designated by a Person person who has entered into an agreement with the Company to effect a transaction described in subsections clause (a) i), (iii), or (civ) hereofof this Section 10(h)) 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 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 thereof; (ciii) the consummation of a consolidation or merger stockholders of the Company in which the Company is not the continuing approve a merger or surviving corporation or otherwise does not have control over the combined entity or pursuant to which the common stock consolidation of the Company (the “Common Stock”) would be converted into cash, securities, and/or with any other propertycorporation, other than both (A) (1) a merger or consolidation which would result in the voting securities of the Company in which holders of Common Stock outstanding immediately prior thereto continuing, directly or indirectly, to the merger have the same proportionate ownership of represent (either by remaining outstanding or by being converted into voting securities of the surviving corporation or parent entity) 50% or more of the combined voting power of the voting securities of the Company or such surviving or parent entity outstanding immediately after such merger or consolidation or (2) a merger or consolidation in which no person acquires 50% or more of the combined voting power of the Company's then outstanding securities; and (B) immediately after the consummation of such merger or consolidation described in clause (A) (1) or (A) (2) above (and for at least 180 days thereafter) neither the Company's Chief Executive Officer nor its Chief Financial Officer change from the people occupying such positions immediately prior to such merger or consolidation except as they had a result of their death or Disability and neither of such officers shall have changed prior to such merger or consolidation at the direction of a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in the Common Stock immediately before; (d) any sale, lease, exchange, or other transfer (in one transaction or a series of related transactions) of all or substantially all the assets or earning power Control of the Company; or (eiv) the Company’s shareholders stockholders of the Company approve (A) a plan of complete liquidation of the Company or (B) an agreement for the Board approve(s) sale or disposition by the liquidation Company of all or dissolution substantially all of the Company's assets (or any transaction having a similar effect).

Change in Control. No amounts and 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 Agreement, a “Change in Control” shall be deemed is hereby defined to have occurred as of the first day that any one or more of the following conditions shall have occurredbe: (a) a merger, consolidation or other corporate reorganization of the Parent in which the Parent does not survive, or, if it survives, the shareholders of the Parent before such transaction do not own more than 50% of, respectively: (i) the Common Stock of the surviving entity, and (ii) the combined voting power of any natural person other outstanding securities entitled to vote on the election of directors of the surviving entity; (b) the acquisition, other than from the Parent, by any individual, entity or entity group (a “Person”), as such term is used in within the meaning of Section 13(dl3(d)(3) and 14(dor l4(d)(2) of the Securities Exchange Act of 1934, as amended from time to time (the “Exchange Act”) (other than or any successor provision) of beneficial ownership of 25% or more of either: (i) the Company and/or its wholly owned subsidiaries; then outstanding shares of Common Stock of the Parent, or (ii) the combined voting power of the then outstanding voting securities of the Parent entitled to vote generally in the election of directors; provided, however, that neither of the following shall constitute a Change in Control: (A) any acquisition by the Parent, any of its subsidiaries, or any employee benefit plan (or related trust) of the Company and any trustee Parent or other fiduciary in such capacity holding securities under such plan; its subsidiaries, or (iiiB) any corporation acquisition by any corporation, entity, or group, if, following such acquisition, more than 50% of the then outstanding voting rights of such corporation, entity or group are owned, directly or indirectly, by the shareholders all or substantially all of the Company in substantially persons who were the same proportions as their ownership of stock owners of the Company; or (iv) any other Person, who, within Common Stock of the one (1) year Parent immediately prior to the event which would otherwise be a Change in Control, was an executive officer of the Company), is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Act), directly or indirectly, of securities of the Company representing 20% or more of the combined voting power of the Company’s then outstanding securities. For purposes hereof, the term “Independent Director” shall be determined under the rules of The NASDAQ Stock Marketsuch acquisition; (bc) during any two individuals who, as of the effective date of this Agreement, constitute the Board of Directors of the Parent (2the “Incumbent Parent Board”) year period the following persons shall cease for any reason to constitute at least a majority of such Board of Directors (the “Parent Board: (i) directors of the Company in office at the beginning of ”), provided that any individual becoming a director subsequent to such period; and (ii) any new director date, whose election, or nomination for election by the Board, or whose nomination for electionParent’s shareholders, was approved by a vote of at least two-thirds a majority of the directors still in office who then comprising the Incumbent Parent Board, shall be considered as though such individual were directors at the beginning a member of the two Incumbent Parent Board, but excluding, for this purpose, any 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 Parent (2) year period as such terms are used in Rule 14a-l 1 of Regulation l4A promulgated under the Exchange Act or who themselves were nominated by persons described in this clause (iiany successor provision); provided, however, any new director shall not include a director designated by a Person who has entered into an agreement with the Company to effect a transaction described in subsections (a) or (c) hereof; (c) the consummation of a consolidation or merger of the Company in which the Company is not the continuing or surviving corporation or otherwise does not have control over the combined entity or pursuant to which the common stock of the Company (the “Common Stock”) would be converted into cash, securities, and/or other property, other than a merger of the Company in which holders of Common Stock immediately prior to the merger have the same proportionate ownership of voting securities of the surviving corporation immediately after the merger as they had in the Common Stock immediately before;or (d) any saleapproval by the shareholders of the Parent of: (i) a complete liquidation or dissolution of the Parent, lease, exchange, or (ii) the sale or other transfer (in one transaction or a series of related transactions) disposition of all or substantially all the assets of the Parent, other than to a corporation, with respect to which immediately following such sale or earning other disposition more than 50%, respectively, of the then outstanding shares of common stock of such corporation, and the combined voting power of the Company; or (e) then outstanding voting securities of such corporation entitled to vote generally in the Company’s shareholders election of directors, is then beneficially owned, directly or the Board approve(s) the liquidation indirectly, by all or dissolution substantially all of the Companyindividuals and entities who were the beneficial owners, respectively, of the outstanding Common Stock of the Parent, and the outstanding voting securities of the Parent immediately prior to such sale or other disposition, in substantially the same proportions as their ownership, immediately prior to such sale or disposition, of the outstanding Common Stock of the Parent and outstanding securities of the Parent, as the case may be.

Change in Control. No amounts and benefits shall be payable hereunder unless there shall have been a Change in Control of the Company, as set forth below. (a) For purposes of this Agreement, a “"Change in Control” " shall be deemed to have occurred as of the first day that if an event set forth in any one or more of the following conditions paragraphs (i)-(iv) shall have occurred: (ai) any natural person Person (as defined in Section 9(b) hereof) is or entity becomes the Beneficial Owner (a “Person”as defined in Section 9(c) hereof), as directly or indirectly, of securities of the Company representing thirty-five percent (35%) or more of the combined voting power of the Company's then outstanding securities, excluding any Person who becomes such term a Beneficial Owner in connection with a transaction described in clause (x) of paragraph (iii) below; or (ii) prior to any initial public offering, the following individuals cease for any reason to constitute a majority of the number of directors then serving: individuals who, on the date hereof, constitute the Board and any new director (other than a director whose initial assumption of office is used 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 or recommended by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors on the date hereof or whose appointment, election or nomination for election was previously so approved or recommended; or (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation or the issuance of voting securities of the Company in connection with a merger or consolidation of the Company (or any direct or indirect subsidiary of the Company) pursuant to applicable stock exchange requirements, other than (x) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) at least fifty percent (50%) of the combined voting power of the securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation, or (y) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing thirty-five percent (35%) or more 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 or dissolution of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets. Notwithstanding the foregoing, a "Change in Control" shall not be deemed to have occurred by virtue of the consummation of any transaction or series of integrated transactions immediately following which the record holders of the common stock of the Company immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in an entity which owns all or substantially all of the assets of the Company immediately following such transaction or series of transactions. (b) For purposes of this Agreement, "Person" shall have the meaning given in Section 13(d) and 14(d3(a)(9) of the Securities Exchange Act of 1934, as amended from time to time (the “"Exchange Act”"), as modified and used in Sections 13(d) (other than and 14(d) thereof, except that such term shall not include (i) the Company and/or or any of its wholly owned subsidiaries; , (ii) any a trustee or other fiduciary holding securities under an employee benefit plan of the Company and or any trustee or other fiduciary in such capacity holding securities under such plan; of its affiliates, (iii) any an underwriter temporarily holding securities pursuant to an offering of such securities, (iv) a corporation owned, directly or indirectly, by the shareholders stockholders of the Company in substantially the same proportions as their ownership of stock of the Company; , or (ivv) any other Person, who, within the one (1) year prior to the event which would otherwise be a Change in Control, was an executive officer of the Company)following entities or their affiliates: BT Capital Partners, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Act)Inc., directly or indirectlyChase Capital Partners, of securities of the Company representing 20% or more of the combined voting power of the Company’s then outstanding securities. For purposes hereofCIBC Wood Gundy Ventures, the term “Independent Director” shall be determined under the rules of The NASDAQ Stock Market; (b) during any two (2) year period the following persons shall cease for any reason to constitute at least a majority of the Board: (i) directors of the Company in office at the beginning of such period; Inc., ▇▇▇▇▇▇▇ Venture Partners IV and (ii) any new director whose election by the BoardEnterprises & Transcommunications, or whose nomination for election, was approved by a vote of at least two-thirds of the directors still in office who were directors at the beginning of the two (2) year period or who themselves were nominated by persons described in this clause (ii); provided, however, any new director shall not include a director designated by a Person who has entered into an agreement with the Company to effect a transaction described in subsections (a) or (c) hereof; (c) the consummation of a consolidation or merger of the Company in which the Company is not the continuing or surviving corporation or otherwise does not have control over the combined entity or pursuant to which the common stock of the Company (the “Common Stock”) would be converted into cash, securities, and/or other property, other than a merger of the Company in which holders of Common Stock immediately prior to the merger have the same proportionate ownership of voting securities of the surviving corporation immediately after the merger as they had in the Common Stock immediately before; (d) any sale, lease, exchange, or other transfer (in one transaction or a series of related transactions) of all or substantially all the assets or earning power of the Company; or (e) the Company’s shareholders or the Board approve(s) the liquidation or dissolution of the Company.L.P.

Change in Control. No amounts In the event a "Change in Control" (as defined below) occurs during the term of this Agreement and benefits Executive's employment is terminated by the Company without cause pursuant to Section 8(e) hereof (including a non-renewal of the term) within twelve (12) months of such a "Change in Control") of the Company or CORE, then the "twelve (12) months from the date of termination" in Section 8(e)(ii) shall be payable hereunder unless there revised to read "eighteen (18) months from the date of termination (provided such payments shall have been a Change in Control of be reduced to reflect any salary, consulting fees or other compensation received by Executive for services rendered after one (1) year from the Companytermination date and further provided, as set forth below. Executive shall timely report to the Company any such compensation)." For purposes of this AgreementSection 8(f), a “"Change in Control” " of the Company or CORE shall be deemed to have occurred as of the first day that if any one or more of the following conditions shall have occurredare met: (a) any natural person or entity (a “Person”), as such term is used in Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Act”) (other than (i) the Company and/or its wholly owned subsidiaries; (ii) any employee benefit plan there is a merger or consolidation of the Company and any trustee or other fiduciary in such capacity holding securities under such plan; (iii) any corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of stock of the Company; or (iv) any other Person, who, within the one (1) year prior to the event which would otherwise be a Change in Control, was an executive officer of the Company), is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Act), directly or indirectly, of securities of the Company representing 20% or more of the combined voting power of the Company’s then outstanding securities. For purposes hereof, the term “Independent Director” shall be determined under the rules of The NASDAQ Stock Market; (b) during any two (2) year period the following persons shall cease for any reason to constitute at least a majority of the Board: (i) directors of the Company in office at the beginning of such period; and (ii) any new director whose election by the Board, or whose nomination for election, was approved by a vote of at least two-thirds of the directors still in office who were directors at the beginning of the two (2) year period or who themselves were nominated by persons described in this clause (ii); provided, however, any new director shall not include a director designated by a Person who has entered into an agreement with the Company to effect a transaction described in subsections (a) or (c) hereof; (c) the consummation of a consolidation or merger of the Company CORE in which the Company (A) CORE is not the continuing or surviving corporation or otherwise does (B) a majority of the Board of Directors of the surviving company were not have control over directors or officers of CORE prior to such merger or consolidation; (ii) the combined entity Company or pursuant CORE sells substantially all its assets to which a single purchaser or to a group of associated purchasers; (iii) at least 20% of the outstanding common stock of the Company (the “Common Stock”) would be converted into cash, securities, and/or other property, other than a merger or at least two-thirds of the Company in which holders outstanding common stock of Common Stock immediately prior to the merger have the same proportionate ownership CORE is sold, exchanged or otherwise disposed of voting securities of the surviving corporation immediately after the merger as they had in the Common Stock immediately before; (d) any sale, lease, exchange, or other transfer (in one transaction or in a series of related transactions; (iv) any person or entity becomes directly or indirectly the owner or beneficial owner of all 50% or substantially all more of CORE's outstanding stock; (v) individuals who at the assets date hereof constitute the Board of Directors of CORE cease to constitute a majority thereof, provided that such change is the direct or earning power indirect result of a proxy fight or contested election for positions on the CompanyBoard of CORE; or (evi) the Company’s shareholders or the Board approve(s) the liquidation or dissolution of Directors of CORE determines in its sole and absolute discretion that there has been a change in control of the CompanyCompany or CORE.

Change in Control. No amounts and benefits shall be payable hereunder unless there shall have been (i) In the event of a Change in Control Control, this award shall be subject to the definitive agreement governing such Change in Control. Such agreement, without the Employee’s consent and notwithstanding any provision to the contrary in this Agreement or the Plan, must provide for one of the Companyfollowing: (a) the assumption of this award by the surviving corporation or its parent; (b) the substitution by the surviving corporation or its parent of an award with substantially the same terms as this award; or (c) the cancellation of this award after full vesting and payment to the Employee of the Shares then subject to the award; provided, however, that such Shares shall be considered delivered effective as set forth belowof immediately prior to the Change in Control so as to enable the Employee to participate in the Change in Control transaction. In the event the definitive agreement does not provide for one of the foregoing alternatives with respect to the treatment of this award, this award shall have the treatment specified in clause (c) of the preceding sentence. The Committee may, in its sole discretion, accelerate the vesting of this award in connection with any of the foregoing alternatives. For purposes of this Agreement, a “Change in Control” shall be deemed to have occurred as means the occurrence of the first day that any one or more of the following conditions shall have occurred: events: (a) any natural person or entity “person” (a “Person”), as such term is used in Section Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Act”▇▇▇▇ ▇▇▇) (other than (i) the Company and/or its wholly owned subsidiaries; (ii) any employee benefit plan of the Company and any trustee or other fiduciary in such capacity holding securities under such plan; (iii) any corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of stock of the Company; or (iv) any other Person, who, within the one (1) year prior to the event which would otherwise be a Change in Control, was an executive officer of the Company), is or becomes the “beneficial owner” (as defined in Rule 13d-3 under of the 1934 Act), directly or indirectly, of securities of the Company representing 20% or more than fifty percent (50%) of the combined total voting power of represented by the Company’s then outstanding voting securities. For purposes hereof, the term “Independent Director” shall be determined under the rules of The NASDAQ Stock Market; ; (b) during the consummation of the sale or disposition by the Company of all or substantially all of the Company’s assets; (c) a change in the composition of the Board occurring within a one-year period, as a result of which fewer than a majority of the directors are Incumbent Directors; or (d) the consummation of a merger or consolidation of the Company with any two 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 (2either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) year period at least fifty percent (50%) of the following persons shall cease total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation. “Incumbent Directors” means directors who either (A) are Directors as of the effective date of the Plan, or (B) are elected, or nominated for any reason election, to constitute the Board with the affirmative votes of at least a majority of the Board: (i) directors of the Company in office Directors at the beginning time of such period; and election or nomination (ii) any new director but will not include an individual whose election by or nomination is in connection with an actual or threatened proxy contest relating to the Boardelection of directors to the Company). Notwithstanding the foregoing, or whose nomination for election, was approved by if the Employee is a vote party to a change of at least two-thirds of the directors still in office who were directors at the beginning of the two (2) year period or who themselves were nominated by persons described in this clause (ii); provided, however, any new director shall not include a director designated by a Person who has entered into an control agreement with the Company to effect a transaction described in subsections (a) or (c) hereof; (c) Company, the consummation definition of a consolidation or merger “change of the Company in which the Company is not the continuing or surviving corporation or otherwise does not have control over the combined entity or pursuant to which the common stock of the Company (the “Common Stock”) would be converted into cash, securities, and/or other property, other than a merger of the Company in which holders of Common Stock immediately prior to the merger have the same proportionate ownership of voting securities of the surviving corporation immediately after the merger control” as they had defined in the Common Stock immediately before; (d) any sale, lease, exchange, or other transfer (in one transaction or a series change of related transactions) of all or substantially all control agreement will supersede the assets or earning power of the Company; or (e) the Company’s shareholders or the Board approve(s) the liquidation or dissolution of the Companyabove definition.

Change in Control. No amounts and 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 Agreement, a “A "Change in Control” " shall be deemed to have occurred as of the first day that in any one or more of the following conditions shall have occurredevents: (a) any natural person or entity "person" (a “Person”), as such term is used in Section Sections 13(d) and 14(d14(d)(2) of the Securities Exchange Act of 1934, as amended 1934 (the “"Act”")) becomes a "beneficial owner" (as such term is defined in Rule 13d-3 promulgated under the Act) (other than (i) the Company and/or its wholly owned subsidiaries; (ii) Company, any trustee or other fiduciary holding securities under an employee benefit plan of the Company and any trustee Company, or other fiduciary in such capacity holding securities under such plan; (iii) any corporation owned, directly or indirectly, by the shareholders stockholders of the Company in substantially the same proportions as their ownership of stock of the Company; or (iv) any other Person, who, within the one (1) year prior to the event which would otherwise be a Change in Control, was an executive officer of the Company), is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Act), directly or indirectly, of securities of the Company representing 20% fifty percent (50%) or more of the combined voting power of the Company’s 's then outstanding securities. For purposes hereof, the term “Independent Director” shall be determined under the rules of The NASDAQ Stock Market; (b) during any two persons who, as of [EFFECTIVE DATE], constituted the Company's Board (2the "Incumbent Board") year period the following persons shall 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 Board: (i) directors , provided that any person becoming a director of the Company in office at the beginning of such period; and (ii) any new director subsequent to [EFFECTIVE DATE] whose election by the Board, or whose nomination for election, was approved by a vote of at least two-thirds a majority of the directors still in office who were directors at then comprising the beginning Incumbent Board shall, for purposes of this Agreement, be considered a member of the two (2) year period or who themselves were nominated by persons described in this clause (ii); provided, however, any new director shall not include a director designated by a Person who has entered into an agreement with the Company to effect a transaction described in subsections (a) or (c) hereofIncumbent Board; (c) the consummation of a consolidation or merger stockholders of the Company in which the Company is not the continuing approve a merger or surviving corporation or otherwise does not have control over the combined entity or pursuant to which the common stock consolidation of the Company (the “Common Stock”) would be converted into cash, securities, and/or with any other propertycorporation or other entity, other than (a) a merger or consolidation which would result in the voting securities of the Company in which holders of Common Stock outstanding immediately prior thereto continuing to the merger have the same proportionate ownership of represent (either by remaining outstanding or by being converted into voting securities of the surviving corporation entity) more than 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 merger Company (or similar transaction) in which no "person" (as they had in hereinabove defined) acquires more than 50% of the Common Stock immediately before;combined voting power of the Company's then outstanding securities; or (d) any sale, lease, exchange, the stockholders of the Company approve a plan of complete liquidation of the Company or other transfer (in one transaction an agreement for the sale or a series of related transactions) disposition by the Company of all or substantially all the assets or earning power of the Company; or (e) the Company’s shareholders or the Board approve(s) the liquidation or dissolution of the Company's assets.