Common use of Definition of Change in Control Clause in Contracts

Definition of Change in Control. A Change in Control of the Company shall be deemed to have occurred as of the first day any one or more of the following conditions shall have been satisfied: (a) Any individual, corporation (other than the Company), partnership, trust, association, pool, syndicate, or any other entity or any group of persons acting in concert becomes the beneficial owner, as that concept is defined in Rule 13d-3 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, of securities of the Company possessing twenty percent (20%) or more of the voting power for the election of directors of the Company; (b) There shall be consummated any consolidation, merger, or other business combination involving the Company or the securities of the Company in which holders of voting securities of the Company immediately prior to such consummation own, as a group, immediately after such consummation, voting securities of the Company (or, if the Company does not survive such transaction, voting securities of the corporation surviving such transaction) having less than sixty percent (60%) of the total voting power in an election of directors of the Company (or such other surviving corporation); (c) During any period of two (2) consecutive years, individuals who at the beginning of such period constitute the directors of the Company cease for any reason to constitute at least a majority thereof unless the election, or the nomination for election by the Company's shareholders, of each new director of the Company was approved by a vote of at least two-thirds (2/3) of the directors of the Company then still in office who were directors of the Company at the beginning of any such period; or (d) There shall be consummated any sale, lease, exchange, or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of the Company (on a consolidated basis) to a party which is not controlled by or under common control with the Company.

Definition of Change in Control. A For purposes of this Agreement, a “Change in Control Control” of the Company shall be deemed to have occurred as of the first day any one or more of the following conditions shall have been satisfiedif: (ai) Any individual, corporation (other than the Company), partnership, trust, association, pool, syndicate, or any other entity or any group of persons acting in concert becomes the beneficial owner, as that concept is defined in Rule 13d-3 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, of securities of the Company possessing twenty percent (20%) or more of the voting power for the election of directors of the Company; (b) There there shall be consummated any consolidation, merger, consolidation or other business combination involving the Company or the securities merger of the Company in which the Company is not the continuing or surviving corporation or pursuant to which shares of the Company’s outstanding voting securities would be converted into cash, securities or other property (other than a merger of the Company in which the holders of the Company’s outstanding voting securities immediately prior to the merger have the same proportionate ownership of at least eighty percent (80%) of the outstanding voting securities of the surviving corporation immediately after the merger); or (ii) there shall be consummated any consolidation or merger of the Company in which the Company is the surviving corporation, but the holders of the Company’s outstanding voting securities immediately prior to such merger or consolidation hold, in the aggregate, securities possessing less than fifty percent (50%) of the total combined voting power of all outstanding voting securities of the Company immediately prior to such consummation own, as a group, immediately after such consummation, voting securities of the Company (or, if the Company does not survive such transaction, voting securities of the corporation surviving such transaction) having less than sixty percent (60%) of the total voting power in an election of directors of the Company (merger or such other surviving corporation); (c) During any period of two (2) consecutive years, individuals who at the beginning of such period constitute the directors of the Company cease for any reason to constitute at least a majority thereof unless the election, or the nomination for election by the Company's shareholders, of each new director of the Company was approved by a vote of at least two-thirds (2/3) of the directors of the Company then still in office who were directors of the Company at the beginning of any such periodconsolidation; or (diii) There there shall be consummated any sale, lease, exchange, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of the Company; or (iv) the stockholders of the Company (on a consolidated basis) to a party which is not controlled by approve any plan or under common control with proposal for the liquidation or dissolution of the Company; or (v) any person (as such term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), shall become the beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of twenty percent (20%) or more of the Company’s outstanding voting securities (other than any such person who is the record owner of at least fifteen percent (15%) of the Company’s outstanding voting securities on the date hereof, other than nominees); or (vi) during any period of two consecutive years during the term of this Agreement, individuals who at the beginning of the two year period constituted the entire Board of Directors do not for any reason constitute a majority thereof unless the election, or the nomination for election by the Company’s stockholders, of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period; or (vii) an event constituting a “Business Combination” under the Company’s Articles of Incorporation as amended to date.

Definition of Change in Control. A "Change in Control of the Company Control" shall be deemed to have occurred as of the first day any one or more of the following conditions shall have been satisfiedtaken place if: (ai) Any individual, corporation (other than the Company), partnership, trust, association, pool, syndicate, or any other entity or any group of persons acting in concert becomes the beneficial owner, as that concept is defined in Rule 13d-3 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, of securities of the Company possessing twenty percent (20%) or more of the voting power for the election of directors of the Company; (b) There there shall be consummated any consolidation, merger, consolidation or other business combination involving the Company or the securities merger of the Company in which holders the Company is not the continuing or surviving corporation or pursuant to which shares of voting the Company's capital stock are converted into cash, securities or other property, other than a consolidation or merger of the Company in which the holders of the Company's voting stock immediately prior to such the consolidation or merger shall, upon consummation own, as a group, immediately after such consummation, voting securities of the Company (orconsolidation or merger, if the Company does not survive such transaction, voting securities own at least 50% of the corporation surviving such transaction) having less than sixty percent (60%) voting stock of the total voting power in an election of directors of the Company (or such other surviving corporation); (c) During any period of two (2) consecutive years, individuals who at the beginning of such period constitute the directors of the Company cease for any reason to constitute at least a majority thereof unless the election, or the nomination for election by the Company's shareholders, of each new director of the Company was approved by a vote of at least two-thirds (2/3) of the directors of the Company then still in office who were directors of the Company at the beginning of any such period; or (d) There shall be consummated any sale, lease, exchange, exchange or other transfer (in one transaction or a series of related transactionstransactions contemplated or arranged by any party as a single plan) of all, all or substantially all, all of the assets of the Company; or (ii) any person (as such term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), shall after the date hereof become the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of securities of the Company representing 35% or more of the voting power of all then outstanding securities of the Company having the right under ordinary circumstances to vote in an election of the Board (on a consolidated basisincluding, 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, which shall be deemed beneficially owned by such person); or (iii) to a party which is not controlled individuals who at the date hereof constitute the entire Board and any new directors whose election by the Board, or under common control with whose nomination for election by the Company's stockholders, shall have been approved by a vote of at least a majority of the directors then in office who either were directors at the date hereto or whose election or nomination for election shall have been so approved (the "Continuing Directors") shall cease for any reason to constitute a majority of the members of the Board.

Definition of Change in Control. A For purposes of the Agreement, a “Change in Control Control” of the Company shall will be deemed to have occurred occur as of the first day any that one or more of the following conditions shall have been is satisfied: (ai) Any individual, corporation The “beneficial ownership” (other than the Company), partnership, trust, association, pool, syndicate, or any other entity or any group of persons acting in concert becomes the beneficial owner, as that concept is defined in Rule 13d-3 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of securities representing more than 50% of the Company possessing twenty percent (20%) or more combined voting power of the voting power for the election of directors of the Company; (b) There shall be consummated any consolidation, merger, or other business combination involving the Company or the securities of the Company in which holders of then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Company Voting Securities”) is accumulated, held or acquired by a “Person” (as defined in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof) (other than the Company, any trustee or other fiduciary holding securities under an employee benefit plan of the Company, holders of capital stock of the Company as of the date hereof or a subsidiary thereof, any corporation owned, directly or indirectly, by the Company’s stockholders in substantially the same proportions as their ownership of stock of the Company); provided, however, that any acquisition from the Company or any acquisition pursuant to a transaction that complies with clauses (A), (B) and (C) of this Section (6)(b)(iii) will not be a Change in Control under this Section 6(b)(i); provided further, that immediately prior to such consummation ownaccumulation, as holding or acquisition, such Person was not a group, immediately after such consummation, voting securities direct or indirect beneficial owner of 15% or more of the Company (or, if the Company does not survive such transaction, voting securities Voting Securities as of the corporation surviving such transactiondate of this Agreement; or (ii) having less than sixty percent (60%) Individuals who, as of the total voting power in an election of directors date of the Company (or such other surviving corporation); (c) During any period of two (2) consecutive yearsAgreement, individuals who at the beginning of such period constitute the directors of Board (the Company “Incumbent Board”) cease for any reason to constitute at least a majority thereof unless of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or the nomination for election by the Company's shareholders’s stockholders, of each new director of the Company was approved by a vote of at least two-thirds (2/3) a majority of the directors then comprising the Incumbent Board will be considered as though such individual were a member of the Company then still in office who were directors of the Company at the beginning of any such periodIncumbent Board; or (diii) There shall be consummated any saleConsummation by the Company of a reorganization, lease, exchangemerger or consolidation, or sale or other transfer (in one transaction or a series disposition of related transactions) of all, all or substantially all, all of the assets of the Company or the acquisition of assets or stock of another entity (on a consolidated basis“Business Combination”), in each case, unless immediately following such Business Combination: (A) more than 50% of the combined voting power of then outstanding voting securities entitled to vote generally in the election of directors of (x) the corporation resulting from such Business Combination (the “Surviving Corporation”), or (y) if applicable, a party which is not controlled by corporation that as a result of such transaction owns the Company or under common control with all or substantially all of the Company’s assets either directly or through one or more subsidiaries (the “Parent Corporation”), is represented, directly or indirectly by Company Voting Securities outstanding immediately prior to such Business Combination (or, if applicable, is represented by shares into which such Company Voting Securities were converted pursuant to such Business Combination), and such voting power among the holders thereof is in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the Company Voting Securities; (B) no Person (excluding any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 40% or more of the combined voting power of the then outstanding voting securities eligible to elect directors of the Parent Corporation (or, if there is no Parent Corporation, the Surviving Corporation) except to the extent that (x) such ownership of the Company existed prior to the Business Combination or (y) that immediately prior to such Business Combination, such Person was a direct or indirect beneficial owner of 15% or more of the Company Voting Securities as of the date of this Agreement, and (C) at least a majority of the members of the board of directors of the Parent Corporation (or, if there is no Parent Corporation, the Surviving Corporation) 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. Notwithstanding anything to the contrary in the foregoing, in no event will a Change in Control be deemed to have occurred with respect to the Employee if the Employee is part of a purchasing group that consummates the Change in Control transaction. The Employee will be deemed “part of a purchasing group” for purposes of the preceding sentence if the Employee is an equity participant in the purchasing company or group (except (i) passive ownership of less than two percent of the stock of the purchasing company; or (ii) ownership of equity participation in the purchasing company or group that is otherwise not significant, as determined prior to the Change in Control by a majority of the nonemployee continuing Directors.

Definition of Change in Control. A For purposes of the Agreement, a “Change in Control Control” of the Company shall will be deemed to have occurred occur as of the first day any that one or more of the following conditions shall have been is satisfied: (ai) Any individual, corporation The “beneficial ownership” (other than the Company), partnership, trust, association, pool, syndicate, or any other entity or any group of persons acting in concert becomes the beneficial owner, as that concept is defined in Rule 13d-3 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of securities representing more than 50% of the Company possessing twenty percent (20%) or more combined voting power of the voting power for the election of directors of the Company; (b) There shall be consummated any consolidation, merger, or other business combination involving the Company or the securities of the Company in which holders of then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Company Voting Securities”) is accumulated, held or acquired by a “Person” (as defined in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof) (other than the Company, any trustee or other fiduciary holding securities under an employee benefit plan of the Company, holders of capital stock of the Company as of the date hereof or a subsidiary thereof, any corporation owned, directly or indirectly, by the Company’s stockholders in substantially the same proportions as their ownership of stock of the Company); provided, however, that any acquisition from the Company or any acquisition pursuant to a transaction that complies with clauses (A), (B) and (C) of this Section (6)(b)(iii) will not be a Change in Control under this Section 6(b)(i); provided further, that immediately prior to such consummation ownaccumulation, as holding or acquisition, such Person was not a group, immediately after such consummation, voting securities direct or indirect beneficial owner of 15% or more of the Company (or, if the Company does not survive such transaction, voting securities Voting Securities as of the corporation surviving such transactiondate of this Agreement; or (ii) having less than sixty percent (60%) Individuals who, as of the total voting power in an election of directors date of the Company (or such other surviving corporation); (c) During any period of two (2) consecutive yearsAgreement, individuals who at the beginning of such period constitute the directors of Board (the Company “Incumbent Board”) cease for any reason to constitute at least a majority thereof unless of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or the nomination for election by the Company's shareholders’s stockholders, of each new director of the Company was approved by a vote of at least two-thirds (2/3) a majority of the directors then comprising the Incumbent Board will be considered as though such individual were a member of the Company then still in office who were directors of the Company at the beginning of any such periodIncumbent Board; or (diii) There shall be consummated any saleConsummation by the Company of a reorganization, lease, exchangemerger or consolidation, or sale or other transfer (in one transaction or a series disposition of related transactions) of all, all or substantially all, all of the assets of the Company or the acquisition of assets or stock of another entity (on a consolidated basis“Business Combination”), in each case, unless immediately following such Business Combination: (A) more than 50% of the combined voting power of then outstanding voting securities entitled to vote generally in the election of directors of (x) the corporation resulting from such Business Combination (the “Surviving Corporation”), or (y) if applicable, a party which is not controlled by corporation that as a result of such transaction owns the Company or under common control with all or substantially all of the Company’s assets either directly or through one or more subsidiaries (the “Parent Corporation”), is represented, directly or indirectly by Company Voting Securities outstanding immediately prior to such Business Combination (or, if applicable, is represented by shares into which such Company Voting Securities were converted pursuant to such Business Combination), and such voting power among the holders thereof is in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the Company Voting Securities; (B) no Person (excluding any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 40% or more of the combined voting power of the then outstanding voting securities eligible to elect directors of the Parent Corporation (or, if there is no Parent Corporation, the Surviving Corporation) except to the extent that (x) such ownership of the Company existed prior to the Business Combination or (y) that immediately prior to such Business Combination, such Person was a direct or indirect beneficial owner of 15% or more of the Company Voting Securities as of the date of this Agreement, and (C) at least a majority of the members of the board of directors of the Parent Corporation (or, if there is no Parent Corporation, the Surviving Corporation) 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. Notwithstanding anything to the contrary in the foregoing, in no event will a Change in Control be deemed to have occurred with respect to the Executive if the Executive is part of a purchasing group that consummates the Change in Control transaction. The Executive will be deemed “part of a purchasing group” for purposes of the preceding sentence if the Executive is an equity participant in the purchasing company or group (except (i) passive ownership of less than two percent of the stock of the purchasing company; or (ii) ownership of equity participation in the purchasing company or group that is otherwise not significant, as determined prior to the Change in Control by a majority of the nonemployee continuing Directors.

Definition of Change in Control. A For purposes of the Agreement, a “Change in Control Control” of the Company shall will be deemed to have occurred occur as of the first day any that one or more of the following conditions shall have been is satisfied: (ai) Any individual, corporation The “beneficial ownership” (other than the Company), partnership, trust, association, pool, syndicate, or any other entity or any group of persons acting in concert becomes the beneficial owner, as that concept is defined in Rule 13d-3 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of securities representing more than 50% of the Company possessing twenty percent (20%) or more combined voting power of the voting power for the election of directors of the Company; (b) There shall be consummated any consolidation, merger, or other business combination involving the Company or the securities of the Company in which holders of then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Company Voting Securities”) is accumulated, held or acquired by a “Person” (as defined in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof) (other than the Company, any trustee or other fiduciary holding securities under an employee benefit plan of the Company, holders of capital stock of the Company as of the date hereof or a subsidiary thereof, any corporation owned, directly or indirectly, by the Company’s stockholders in substantially the same proportions as their ownership of stock of the Company); provided, however, that any acquisition from the Company or any acquisition pursuant to a transaction that complies with clauses (A), (B) and (C) of this Section (6)(b)(iii) will not be a Change in Control under this Section 6(b)(i); provided further, that immediately prior to such consummation ownaccumulation, as holding or acquisition, such Person was not a group, immediately after such consummation, voting securities direct or indirect beneficial owner of 15% or more of the Company (or, if the Company does not survive such transaction, voting securities Voting Securities as of the corporation surviving such transactiondate of this Agreement; or (ii) having less than sixty percent (60%) Individuals who, as of the total voting power in an election of directors date of the Company (or such other surviving corporation); (c) During any period of two (2) consecutive yearsAgreement, individuals who at the beginning of such period constitute the directors of Board (the Company “Incumbent Board”) cease for any reason to constitute at least a majority thereof unless of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or the nomination for election by the Company's shareholders’s stockholders, of each new director of the Company was approved by a vote of at least two-thirds (2/3) a majority of the directors then comprising the Incumbent Board will be considered as though such individual were a member of the Company then still in office who were directors of the Company at the beginning of any such periodIncumbent Board; or (diii) There shall be consummated any saleConsummation by the Company of a reorganization, lease, exchangemerger or consolidation, or sale or other transfer (in one transaction or a series disposition of related transactions) of all, all or substantially all, all of the assets of the Company or the acquisition of assets or stock of another entity (on a consolidated basis“Business Combination”), in each case, unless immediately following such Business Combination: (A) more than 50% of the combined voting power of then outstanding voting securities entitled to vote generally in the election of directors of (x) the corporation resulting from such Business Combination (the “Surviving Corporation”), or (y) if applicable, a party corporation that as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries (the “Parent Corporation”), is represented, directly or indirectly by Company Voting Securities outstanding immediately prior to such Business Combination (or, if applicable, is represented by shares into which such Company Voting Securities were converted pursuant to such Business Combination), and such voting power among the holders thereof is not controlled by in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the Company Voting Securities; (B) no Person (excluding any employee benefit plan (or under common control related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 40% or more of the combined voting power of the then outstanding voting securities eligible to elect directors of the Parent Corporation (or, if there is no Parent Corporation, the Surviving Corporation) except to the extent that (x) such ownership of the Company existed prior to the Business Combination or (y) that immediately prior to such Business Combination, such Person was a direct or indirect beneficial owner of 15% or more of the Company Voting Securities as of the date of this Agreement, and (C) at least a majority of the members of the board of directors of the Parent Corporation (or, if there is no Parent Corporation, the Surviving Corporation) 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. Notwithstanding anything to the contrary in the foregoing, in no event will a Change in Control be deemed to have occurred with respect to the Executive (i) in connection with the Companyinitial public offering of the Parent Corporation’s Voting Securities; or (ii) if the Executive is part of a purchasing group that consummates the Change in Control transaction. The Executive will be deemed “part of a purchasing group” for purposes of the preceding sentence if the Executive is an equity participant in the purchasing company or group (except (i) passive ownership of less than two percent of the stock of the purchasing company; or (ii) ownership of equity participation in the purchasing company or group that is otherwise not significant, as determined prior to the Change in Control by a majority of the nonemployee continuing Directors; provided that, for purposes of the foregoing, participation as a management investor in such purchasing company will not be deemed to be within the exceptions provided for in these items (i) and (ii)); and/or (iii) in connection with the Sale Transaction with MUDS.

Definition of Change in Control. A Change in Control of the Company shall will be deemed to have occurred as of the first day any one or more of the following conditions shall have been satisfiedif: (a) Any individual, corporation (other than the Company), partnership, trust, association, pool, syndicate, or any other entity or any group "person," as such term is used in Sections 13(d) and 14(d) of persons acting in concert becomes the beneficial owner, as that concept is defined in Rule 13d-3 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 19341934 (the "Exchange Act"), or a group (as defined in Rule 13d-3 of the Exchange Act) is or becomes a beneficial owner, directly or indirectly, of securities of the Company possessing twenty percent (20%) or more representing a majority of the combined voting power for the election of directors of the Company's then outstanding equity securities; (b) There shall be consummated any consolidation, merger, or other business combination involving the Company or the securities of the Company in which holders of voting securities of the Company immediately prior to such consummation own, as a group, immediately after such consummation, voting securities of the Company (or, if the Company does not survive such transaction, voting securities of the corporation surviving such transaction) having less than sixty percent (60%) of the total voting power in an election of directors of the Company (or such other surviving corporation); (c) During during any period of two twenty-four (224) consecutive yearsmonths, commencing on the date of this Agreement, individuals who at the beginning of such twenty-four (24) month period constitute the were directors of the Company cease for any reason to constitute at least a majority thereof of the Board of Directors of the Company unless the election, or the nomination for election by the Company's shareholders, stockholders of each new director of the Company was who is not then a director has been approved in advance by a vote of directors representing at least two-thirds (2/3) a majority of the directors of the Company then still in office who were are directors at the date hereof; (c) an event occurs which constitutes 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 Exchange Act, whether or not the Company at the beginning of any is then subject to such period; orreporting requirements; (d) There shall be consummated any sale, lease, exchange, there is a merger or consolidation of the Company and the persons owning a majority of the voting power of the stock prior to the transaction do not own a majority of the voting stock of the surviving entity; (e) the sale or other transfer (in one transaction or a series disposition of related transactions) of all, all or substantially all, all of the assets of the Company to an entity controlled by persons after the sale who prior to the transfer did not own a majority of the voting stock of the Company; or (on a consolidated basisf) the business or businesses of the Company for which the Executive's services are principally performed are disposed of by the Company pursuant to a party which is not controlled by partial or under common control with complete liquidation of the Company, a sale of assets (including stock of a subsidiary) of the Company, or otherwise.

Definition of Change in Control. A Change in Control of the Company shall be deemed to have occurred as of the first day any one or more of the following conditions shall have been satisfied: (a) Any individual, corporation "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (the "Exchange Act") (other than the Company); any trustee or other fiduciary holding securities under an employee benefit plan of the Company; any Company-owned, partnershipdirectly or indirectly, trust, association, pool, syndicate, by the stockholders of the Company in substantially the same proportions as their ownership of the stock of the Company) is or any other entity or any group of persons acting in concert becomes the "beneficial owner, " (as that concept is defined defend in Rule 13d-3 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934Act), directly or indirectly, of securities of the Company possessing twenty (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its affiliates) representing thirty-five percent (2035%) or more of the combined voting power for the election of directors of the Company's then outstanding securities; (b) There shall be consummated any consolidation, merger, or other business combination involving the Company or the securities of the Company in which holders of voting securities of the Company immediately prior to such consummation own, as a group, immediately after such consummation, voting securities of the Company (or, if the Company does not survive such transaction, voting securities of the corporation surviving such transaction) having less than sixty percent (60%) of the total voting power in an election of directors of the Company (or such other surviving corporation); (c) During any period of two consecutive years (2) consecutive yearsnot including any period prior to the execution of this Agreement), individuals who at the beginning of such period constitute the directors of Board and any new director (other than a director designated by a person who has entered into an agreement with the Company cease for any reason to constitute at least effect a majority thereof unless the electiontransaction described in clause (a), (c), or (d) of this paragraph) whose election by the Board or nomination for election by the Company's shareholders, of each new director of the Company stockholders was approved by a vote of at least two-thirds (2/3) of the directors of the Company then still in office who either were directors of the Company at the beginning of the period of whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof; (c) The stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than (A) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity), in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of the Company, at least sixty-five percent (65%) of the combined voting power of the voting securities of the Company or such periodsurviving entity outstanding immediately after such merger or consolidation, or (B) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no person acquires more than fifty percent (50%) of the combined voting power of the Company's then outstanding securities; or (d) There shall be consummated any sale, lease, exchange, or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets The stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all the Company's assets. Notwithstanding the foregoing, a Change in Control shall not include (on a consolidated basisA) to a party which any event, circumstance, or transaction that results from the action of any entity or group that includes, is not affiliated with, or is wholly or partly controlled by the Employee (e.g., a management-led buyout) or under common control with (B) the repurchase by the Company or the redemption, directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the combined voting power of the Company's then outstanding securities.

Definition of Change in Control. A "Change in Control of the Company Control" shall be deemed to have occurred as of the first day any one or more of the following conditions shall have been satisfiedtaken place if: (ai) Any individual, corporation (other than the Company), partnership, trust, association, pool, syndicate, or any other entity or any group of persons acting in concert becomes the beneficial owner, as that concept is defined in Rule 13d-3 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, of securities of the Company possessing twenty percent (20%) or more of the voting power for the election of directors of the Company; (b) There there shall be consummated any consolidation, merger, consolidation or other business combination involving the Company or the securities merger of the Company in which holders the Company is not the continuing or surviving corporation or pursuant to which shares of voting the Company's capital stock are converted into cash, securities or other property other than a consolidation or merger of the Company in which the holders of the Company's voting stock immediately prior to such the consolidation or merger shall, upon consummation own, as a group, immediately after such consummation, voting securities of the Company (orconsolidation or merger, if the Company does not survive such transaction, voting securities own at least 50% of the corporation surviving such transaction) having less than sixty percent (60%) voting stock of the total voting power in an election of directors of the Company (or such other surviving corporation); (c) During any period of two (2) consecutive years, individuals who at the beginning of such period constitute the directors of the Company cease for any reason to constitute at least a majority thereof unless the election, or the nomination for election by the Company's shareholders, of each new director of the Company was approved by a vote of at least two-thirds (2/3) of the directors of the Company then still in office who were directors of the Company at the beginning of any such period; or (d) There shall be consummated any sale, lease, exchange, exchange or other transfer (in one transaction or a series of related transactionstransactions contemplated or arranged by any party as a single plan) of all, all or substantially all, all of the assets of the Company; or (ii) any person (as such term is used in Sections 13 (d) and 14 (d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), shall after the date hereof become the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of securities of the Company representing 35% or more of the voting power of all then outstanding securities of the Company having the right under ordinary circumstances to vote in an election of the Board (on a consolidated basisincluding, 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, which shall be deemed beneficially owned by such person); or (iii) to a party which is not controlled individuals who at the date hereof constitute the entire Board and any new directors whose election by the Board, or under common control with whose nomination for election by the Company's stockholders, shall have been approved by a vote of at least a majority of the directors then in office who either were directors at the date hereto or whose election or nomination for election shall have been so approved (the "Continuing Directors") shall cease for any reason to constitute a majority of the members of the Board.

Definition of Change in Control. A " Change in Control of the Company Control" shall be deemed to have occurred as of the first day if (i) any one or more of the following conditions shall have been satisfied: "person" (a) Any including, without limitation, any individual, corporation (other than the Company)sole proprietorship, partnership, trust, corporation, association, joint venture, pool, syndicate, or any other entity entity, whether or not incorporated), or any two or more persons acting as a syndicate or group of persons or otherwise acting in concert becomes with regard to the beneficial owner, ownership of securities of the Company and thereby deemed collectively to be a "person" (as that concept such term is defined used in Rule 13d-3 promulgated by the Securities Sections 13(d) and Exchange Commission under 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), becomes, after the date hereof, the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company possessing twenty representing thirty percent (2030%) or more of the combined voting power for the election of directors of the Company; 's then outstanding securities (b) There shall be consummated any consolidation, merger, or other business combination involving the Company or the but excluding for purposes of such computation all securities of the Company in which holders beneficially owned by such person as of voting February 22, 1995), unless, prior to the acquisition by such person of securities of the Company immediately prior which causes such person to have such consummation ownbeneficial ownership, as the full Board shall by at least a group, immediately after two-thirds vote have specifically approved such consummation, voting securities acquisition and determined that such acquisition shall not constitute a Change in Control for purposes of Options granted under the Company Plan despite such beneficial ownership; or (or, if the Company does not survive such transaction, voting securities of the corporation surviving such transactionii) having less than sixty percent (60%) of the total voting power in an election of directors of the Company (or such other surviving corporation); (c) During during any period of two (2) consecutive yearsyear period, individuals who at the beginning of such period constitute the Board, together with any new directors of elected or appointed during the Company cease for any reason to constitute at least period whose election or appointment resulted from a majority thereof unless vacancy on the electionBoard caused by the retirement, death, or the nomination for disability of a director and whose election by the Company's shareholders, of each new director of the Company or appointment was approved by a vote of at least two-thirds (2/32/3rds) of the directors of the Company then still in office who were directors of the Company at the beginning of the period, cease for any such period; or (d) There shall be consummated any sale, lease, exchange, or other transfer (in one transaction or reason to constitute a series of related transactions) of all, or substantially all, of the assets of the Company (on a consolidated basis) to a party which is not controlled by or under common control with the Companymajority thereof.

Definition of Change in Control. A For purposes of this Agreement, a "Change in Control of the Company shall Control" will be deemed to have occurred as of occur if at any time during the first day Term any one or more of the following conditions shall have been satisfiedevents occur: (a) Any individual, corporation (other than The sale to any purchaser unaffiliated with the Company), partnership, trust, association, pool, syndicate, Company of all or any other entity or any group of persons acting in concert becomes the beneficial owner, as that concept is defined in Rule 13d-3 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, of securities substantially all of the Company possessing twenty percent (20%) or more of the voting power for the election of directors assets of the Company; (b) There shall be consummated any consolidationThe sale, mergerdistribution, or other business combination involving accumulation of more than 50% of the Company or the securities outstanding voting stock of the Company in which holders to or by any acquiror or group of voting securities of affiliated acquirors that are unaffiliated with the Company immediately prior to such consummation own, as a group, immediately after such consummation, voting securities of the Company (or, if the Company does not survive such transaction, voting securities of the corporation surviving such transaction) having less than sixty percent (60%) of the total voting power in an election of directors of the Company (or such other surviving corporation)Company; (c) During If, during any period of two (2) consecutive years, individuals who at the beginning of any such period constitute the directors Directors of the Company cease for any reason to constitute at least a majority thereof unless of the electionBoard; PROVIDED, HOWEVER, that for purposes of this Section 4.2(c) each Director who is first elected, or first nominated by the nomination Directors of the Company for election by the Company's shareholdersstockholders, of each new director of the Company was approved by a vote of at least two-thirds (2/3) of the directors Directors of the Company (or a committee thereof) then still in office who were directors Directors of the Company at the beginning of any such period will be deemed to have been a Director of the Company at the beginning of such period; or (d) There shall be consummated any sale, lease, exchange, The merger or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets consolidation of the Company with another entity (on a consolidated basisas such term is defined in section 101(16) to a party which is not controlled by or under common control of the Bankruptcy Code, 11 U.S.C. Sections 101-1330) (an "Entity") unaffiliated with the CompanyCompany if, immediately after such merger or consolidation, less than a majority of the combined voting power of the then outstanding securities of such Entity are held, directly or indirectly, in the aggregate by the holders immediately prior to such transaction of the then outstanding securities of the Company entitled to vote generally in the election of directors. (e) In no event may a "Change in Control" be construed to include any change of control of the Company or any Subsidiary that occurs solely as a result of any exchange or distribution of equity securities of the Company or any Subsidiary upon consummation of a plan of reorganization for the Company or any Subsidiary in a chapter 11 case.

Definition of Change in Control. A "Change in Control of the Company Control" shall be deemed to have occurred as of the first day any one or more of the following conditions shall have been satisfied: if: (a) Any any "person" (including, without limitation, any individual, corporation (other than the Company)sole proprietorship, partnership, trust, corporation, association, joint venture, pool, syndicate, or any other entity entity, whether or not incorporated), or any two or more persons acting as a syndicate or group of persons or otherwise acting in concert becomes with regard to the beneficial owner, ownership of securities of the Company and thereby deemed collectively to be a "person") as that concept such term is defined used in Rule 13d-3 promulgated by the Securities Sections 13(d) and Exchange Commission under 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), becomes, after the date hereof, the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company possessing twenty representing thirty percent (2030%) or more of the combined voting power for the election of directors of the Company; 's then outstanding securities, unless, in transaction in which a "person" becomes, after the date hereof, the "beneficial owner" (b) There shall be consummated any consolidationas defined in Rule 13d-3 under the Exchange Act), mergerdirectly or indirectly, or other business combination involving the Company or the of securities of the Company in which holders representing less than fifty percent (50%) of the combined voting power of the Company's then outstanding securities, prior to the acquisition by such person of securities of the Company immediately prior which causes such person to have such consummation ownbeneficial ownership, as the full Board shall by at least a group, immediately after two-thirds vote have specifically approved such consummation, voting securities acquisition and determined that such acquisition shall not constitute a Change in Control for purposes of options granted under the Company Plan despite such beneficial ownership; or (or, if the Company does not survive such transaction, voting securities of the corporation surviving such transactionii) having less than sixty percent (60%) of the total voting power in an election of directors of the Company (or such other surviving corporation); (c) During during any period of two (2) consecutive yearsyear period, individuals who at the beginning of such period constitute the Board, together with any new directors of elected or appointed during the Company cease for any reason to constitute at least period whose election or appointment resulted from a majority thereof unless vacancy on the electionBoard caused by the retirement, death, or the nomination for disability of a director and whose election by the Company's shareholders, of each new director of the Company or appointment was approved by a vote of at least two-thirds (2/32/3rds) of the directors of the Company then still in office who were directors of the Company at the beginning of the period, cease for any such period; or (d) There shall be consummated any sale, lease, exchange, or other transfer (in one transaction or reason to constitute a series of related transactions) of all, or substantially all, of the assets of the Company (on a consolidated basis) to a party which is not controlled by or under common control with the Companymajority thereof.

Definition of Change in Control. A "Change in Control of the Company Control" shall be deemed to have occurred as of the first day any one or more of the following conditions shall have been satisfied: if: (a) Any any "person" (including, without limitation, any individual, corporation (other than the Company)sole proprietorship, partnership, trust, corporation, association, joint venture, pool, syndicate, or any other entity entity, whether or not incorporated), or any two or more persons acting as a syndicate or group of persons or otherwise acting in concert becomes with regard to the beneficial owner, ownership of securities of the Company and thereby deemed collectively to be a "person") as that concept such term is defined used in Rule 13d-3 promulgated by the Securities Sections 13(d) and Exchange Commission under 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), becomes, after the date hereof, the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company possessing twenty representing thirty percent (2030%) or more of the combined voting power for the election of directors of the Company; 's then outstanding securities, unless, in transaction in which a "person" becomes, after the date hereof, the "beneficial owner" (b) There shall be consummated any consolidationas defined in Rule 13d-3 under the Exchange Act), mergerdirectly or indirectly, or other business combination involving the Company or the of securities of the Company in which holders representing less than fifty percent (50%) of the combined voting power of the Company's then outstanding securities, prior to the acquisition by such person of securities of the Company immediately prior which causes such person to have such consummation ownbeneficial ownership, as the full Board shall by at least a group, immediately after two-thirds vote have specifically approved such consummation, voting securities acquisition and determined that such acquisition shall not constitute a Change in Control for purposes of options granted under the Company Plan despite such beneficial ownership; or (or, if the Company does not survive such transaction, voting securities of the corporation surviving such transactionii) having less than sixty percent (60%) of the total voting power in an election of directors of the Company (or such other surviving corporation); (c) During during any period of two (2) consecutive yearsyear period, individuals who at the beginning of such period constitute the Board, together with any new directors of elected or appointed during the Company cease for any reason to constitute at least period whose election or appointment resulted from a majority thereof unless vacancy on the electionBoard caused by the retirement, death, or the nomination for disability of a director and whose election by the Company's shareholders, of each new director of the Company or appointment was approved by a vote of at least two-thirds (2/32/3rds) of the directors of the Company then still in office who were directors of the Company at the beginning of the period, cease for any such period; or (d) There shall be consummated any sale, lease, exchange, or other transfer (in one transaction or reason to constitute a series of related transactions) of all, or substantially all, of the assets of the Company (on a consolidated basis) to a party which is not controlled by or under common control with the Companymajority thereof.

Definition of Change in Control. A Change For purposes of this Agreement, a "change in Control of the Company control" shall be deemed to have occurred as of the first day any one or more of the following conditions shall have been satisfied: occur if (a) Any individual, corporation any "person" (other than the Company), partnership, trust, association, pool, syndicate, or any other entity or any group of persons acting in concert becomes the beneficial owner, as that concept such term is defined in Rule 13d-3 promulgated by the Securities Section 3(a)(9) and Exchange Commission under as used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), excluding the Company, the Bank or any of the Company's other subsidiaries, a trustee or any fiduciary holding securities under an employee benefit plan of the Company, the Bank or any of the Company's other subsidiaries, an underwriter temporarily holding securities pursuant to an offering of such securities or a corporation owned, directly or indirectly, by shareholders of the Company in substantially the same proportion as their ownership 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 possessing twenty representing more than fifty percent (20%) or more of the voting power for the election of directors of the Company; (b) There shall be consummated any consolidation, merger, or other business combination involving the Company or the securities of the Company in which holders of voting securities of the Company immediately prior to such consummation own, as a group, immediately after such consummation, voting securities of the Company (or, if the Company does not survive such transaction, voting securities of the corporation surviving such transaction) having less than sixty percent (6050%) of the total combined voting power in an election of the Company's then outstanding securities ordinarily having the right to vote at elections of directors of the Company ("Voting Securities"); or such other surviving corporation); (cb) During during any period of two (2) consecutive years, individuals who who, at the beginning of such period constitute period, constituted the board of directors of the Company cease for any reason to constitute at least a majority thereof unless the election, or the Bank (together with any new directors whose election or appointment to such board of directors or whose nomination for election by the Company's shareholders, stockholders of each new director of Company or the Company Bank was approved by a vote of at least two-thirds (2/3) of the directors of the Company such board then still in office who were either directors of the Company on such board at the beginning of such period or whose election, appointment or nomination for election to such board was previously so approved, but excluding any such period; or director designated by a person who has entered into an agreement with the Company to effect a transaction described in clause (da) There shall be consummated any sale, lease, exchange, or other transfer (in one transaction or a series of related transactionsb) of all, or substantially all, this sentence) cease for any reason to constitute a majority of the assets board of directors of Company or the Bank then in office; (c) a merger or consolidation of the Company with any other Person (on as defined below) closes, other than a consolidated basis) to a party which is not controlled by merger or under common control with consolidation that results in Voting Securities of the Company.Company outstanding

Definition of Change in Control. A For purposes hereof, the term "Change in Control of the Company Control" shall be deemed to have occurred as of the first day any one or more of the following conditions shall have been satisfied: occur if (a1) Any individual, corporation (other than the Company), partnership, trust, association, pool, syndicate, or any other entity or any group of persons acting in concert becomes the beneficial owner, as that concept is defined in Rule 13d-3 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, of securities of the Company possessing twenty percent (20%) or more of the voting power for the election of directors of the Company; (b) There there shall be consummated (A) any consolidation, merger, merger or other business combination reorganization involving the Company Company, unless such consolidation, merger or the securities of the Company in which holders of voting securities of the Company immediately prior to such consummation own, reorganization is a "Non-Control Transaction" (as a group, immediately after such consummation, voting securities of the Company defined below) or (or, if the Company does not survive such transaction, voting securities of the corporation surviving such transactionB) having less than sixty percent (60%) of the total voting power in an election of directors of the Company (or such other surviving corporation); (c) During any period of two (2) consecutive years, individuals who at the beginning of such period constitute the directors of the Company cease for any reason to constitute at least a majority thereof unless the election, or the nomination for election by the Company's shareholders, of each new director of the Company was approved by a vote of at least two-thirds (2/3) of the directors of the Company then still in office who were directors of the Company at the beginning of any such period; or (d) There shall be consummated any sale, lease, exchange, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of the Company, or (2) the stockholders of the Company shall approve any plan or proposal for liquidation or dissolution of the Company, or (on 3) any person (as such term is used in Section 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), shall become the beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of 40% or more of the Company's outstanding Common Stock other than (a) a consolidated basisperson who owns or owned shares of Class B Common Stock of the Company, (b) pursuant to a party which is not controlled plan or arrangement entered into by such person and the Company or under common control with (c) pursuant to receipt of such shares from a stockholder of the Company pursuant to such stockholder's will or the laws of descent and distribution, or (4) during any period of two consecutive years, individuals who at the beginning of such period constitute the entire Board shall cease for any reason to constitute a majority thereof unless the election, or the nomination for election by the Company's stockholders, of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period. A "Non-Control Transaction" shall mean a consolidation, merger or reorganization of the Company where (1) the stockholders of the Company immediately before such consolidation, merger or reorganization own, directly or indirectly, at least a majority of the combined voting power of the outstanding voting securities of the corporation resulting from such consolidation, merger or reorganization (the "Surviving Corporation"), (2) the individuals who were members of the Board of the Company immediately prior to the execution of the agreement providing for such consolidation, merger or reorganization constitute at least 50% of the members of the Board of Directors of the Surviving Corporation, or a corporation directly or indirectly beneficially owning a majority of the voting securities of the Surviving Corporation and (3) no person (other than (a) the Company, (b) any subsidiary of the Company, (c) any employee benefit plan (or any trust forming a part thereof) maintained by the Company, the Surviving Corporation or any subsidiary, or (d) any person who, immediately prior to such consolidation, merger or reorganization, beneficially owned more than 40% of the combined voting power of the Company) beneficially owns more than 40% of the combined voting power of the Surviving Corporation's then outstanding voting securities.

Definition of Change in Control. A For purposes of this Agreement, a "Change in Control of the Company shall Control" will be deemed to have occurred as of occur if at any time during the first day Employment Term any one or more of the following conditions shall have been satisfiedevents occur: (a) Any individual, corporation (other than The sale to any purchaser unaffiliated with the Company), partnership, trust, association, pool, syndicate, Company of all or any other entity or any group of persons acting in concert becomes the beneficial owner, as that concept is defined in Rule 13d-3 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, of securities substantially all of the Company possessing twenty percent (20%) or more of the voting power for the election of directors assets of the Company; (b) There shall be consummated any consolidationThe sale, mergerdistribution, or other business combination involving accumulation of more than 50% of the Company or the securities outstanding voting stock of the Company in which holders to or by any acquiror or group of voting securities of affiliated acquirors that are unaffiliated with the Company immediately prior to such consummation own, as a group, immediately after such consummation, voting securities of the Company (or, if the Company does not survive such transaction, voting securities of the corporation surviving such transaction) having less than sixty percent (60%) of the total voting power in an election of directors of the Company (or such other surviving corporation)Company; (c) During If, during any period of two (2) consecutive years, individuals who at the beginning of any such period constitute the directors Directors of the Company cease for any reason to constitute at least a majority thereof unless of the electionBoard; PROVIDED, HOWEVER, that for purposes of this Section 6.2(c) each Director who is first elected, or first nominated by the nomination Directors of the Company for election by the Company's shareholdersstockholders, of each new director of the Company was approved by a vote of at least two-thirds (2/3) of the directors Directors of the Company (or a committee thereof) then still in office who were directors Directors of the Company at the beginning of any such period will be deemed to have been a Director of the Company at the beginning of such period; or (d) There shall be consummated any sale, lease, exchange, The merger or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets consolidation of the Company with another entity (on a consolidated basisas such term is defined in section 101(16) to a party which is not controlled by or under common control of the Bankruptcy Code, 11 U.S.C. ss.ss. 101-1330) (an "Entity") unaffiliated with the CompanyCompany if, im▇▇▇▇▇tely after such merger or consolidation, less than a majority of the combined voting power of the then outstanding securities of such Entity are held, directly or indirectly, in the aggregate by the holders immediately prior to such transaction of the then outstanding securities of the Company entitled to vote generally in the election of directors. (e) In no event may a "Change in Control" be construed to include any change of control of the Company or any Subsidiary that occurs solely as a result of any exchange or distribution of equity securities of the Company or any Subsidiary upon consummation of a plan of reorganization for the Company or any Subsidiary in a chapter 11 case.

Definition of Change in Control. A The occurrence of any of the following events shall constitute a Change in Control for purposes of the Company shall be deemed to have occurred as of the first day any one or more of the following conditions shall have been satisfied: this Agreement: (a) Any individual, corporation any "person" (other than the Company), partnership, trust, association, pool, syndicate, or any other entity or any group as such term is used in Sections 13(d) and 14(d) of persons acting in concert becomes the beneficial owner, as that concept is defined in Rule 13d-3 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) other than the Operating Company or Parent, any trustee or other fiduciary holding securities under any employee benefit plan of the Company and/or Parent, or any company owned, directly or indirectly, by the stockholders of Parent in substantially the same proportions as their ownership of the Operating Company and/or Parent is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Operating Company possessing twenty percent (20%) and/or Parent representing 30% or more of the combined voting power for the election of directors of the Company; such entity's then-outstanding securities; (b) There shall be consummated any consolidation, merger, or other business combination involving the Company or the securities of the Company in which holders of voting securities of the Company immediately prior to such consummation own, as a group, immediately after such consummation, voting securities of the Company (or, if the Company does not survive such transaction, voting securities of the corporation surviving such transaction) having less than sixty percent (60%) of the total voting power in an election of directors of the Company (or such other surviving corporation); (c) During during any period of two consecutive years (2) consecutive yearsnot including any period prior to the effective date of this Agreement), individuals who who, at the beginning of such period period, constitute the directors of Board, and any new director (other than a director designated by a person who has entered into an agreement with the Operating Company cease for any reason and/or Parent to constitute at least effect a majority thereof unless the electiontransaction described in clause (a), (c), or (d) of this Exhibit A) whose election by the Board or nomination for election by the Companysuch entity's shareholders, of each new director of the Company stockholders was approved by a vote of at least two-thirds (2/3) of the directors of the Company then still in office who either were directors of the Company 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 merger or consolidation of the Operating Company and/or Parent with any other corporation, other than a merger or consolidation which would result in the voting securities of such periodentity outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of such surviving entity outstanding immediately after such merger or consolidation; or provided, however, that a merger or consolidation effected to implement a recapitalization of the Operating Company and/or Parent (or similar transaction) in which no person acquires no more than 30% of the combined voting power of such entity's then-outstanding securities shall not constitute a Change in Control of the Operating Company and/or Parent; or (d) There shall be consummated any sale, lease, exchange, the stockholders of the Operating Company and/or Parent approve a plan of complete liquidation of the Operating Company and/or Parent or other transfer (in one transaction an agreement for the sale or a series disposition by the Operating Company and/or Parent of related transactions) of all, all or substantially all, all of the assets of the Company (on a consolidated basis) to a party which is not controlled by or under common control with the Companyits assets.

Definition of Change in Control. A For purposes of the Agreement, a “Change in Control Control” of the Company shall will be deemed to have occurred occur as of the first day any that one or more of the following conditions shall have been is satisfied: (ai) Any individual, corporation The “beneficial ownership” (other than the Company), partnership, trust, association, pool, syndicate, or any other entity or any group of persons acting in concert becomes the beneficial owner, as that concept is defined in Rule 13d-3 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of securities representing more than 50% of the Company possessing twenty percent (20%) or more combined voting power of the voting power for the election of directors of the Company; (b) There shall be consummated any consolidation, merger, or other business combination involving the Company or the securities of the Company in which holders of then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Company Voting Securities”) is accumulated, held or acquired by a “Person” (as defined in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof) (other than the Company, any trustee or other fiduciary holding securities under an employee benefit plan of the Company, holders of capital stock of the Company as of the date hereof or a subsidiary thereof, any corporation owned, directly or indirectly, by the Company’s stockholders in substantially the same proportions as their ownership of stock of the Company); provided, however, that any acquisition from the Company or any acquisition pursuant to a transaction that complies with clauses (A), (B) and (C) of this Section (6)(b)(iii) will not be a Change in Control under this Section 6(b)(i); provided further, that immediately prior to such consummation ownaccumulation, as holding or acquisition, such Person was not a group, immediately after such consummation, voting securities direct or indirect beneficial owner of 15% or more of the Company (or, if the Company does not survive such transaction, voting securities Voting Securities as of the corporation surviving such transactiondate of this Agreement; or (ii) having less than sixty percent (60%) Individuals who, as of the total voting power in an election of directors date of the Company (or such other surviving corporation); (c) During any period of two (2) consecutive yearsAgreement, individuals who at the beginning of such period constitute the directors of Board (the Company “Incumbent Board”) cease for any reason to constitute at least a majority thereof unless of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or the nomination for election by the Company's shareholders’s stockholders, of each new director of the Company was approved by a vote of at least two-thirds (2/3) a majority of the directors then comprising the Incumbent Board will be considered as though such individual were a member of the Company then still in office who were directors of the Company at the beginning of any such periodIncumbent Board; or (diii) There shall be consummated any saleConsummation by the Company of a reorganization, lease, exchangemerger or consolidation, or sale or other transfer (in one transaction or a series disposition of related transactions) of all, all or substantially all, all of the assets of the Company or the acquisition of assets or stock of another entity (on a consolidated basis“Business Combination”), in each case, unless immediately following such Business Combination: (A) more than 50% of the combined voting power of then outstanding voting securities entitled to vote generally in the election of directors of (x) the corporation resulting from such Business Combination (the “Surviving Corporation”), or (y) if applicable, a party corporation that as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries (the “Parent Corporation”), is represented, directly or indirectly by Company Voting Securities outstanding immediately prior to such Business Combination (or, if applicable, is represented by shares into which such Company Voting Securities were converted pursuant to such Business Combination), and such voting power among the holders thereof is not controlled by in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the Company Voting Securities; (B) no Person (excluding any employee benefit plan (or under common control related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 40% or more of the combined voting power of the then outstanding voting securities eligible to elect directors of the Parent Corporation (or, if there is no Parent Corporation, the Surviving Corporation) except to the extent that (x) such ownership of the Company existed prior to the Business Combination or (y) that immediately prior to such Business Combination, such Person was a direct or indirect beneficial owner of 15% or more of the Company Voting Securities as of the date of this Agreement, and (C) at least a majority of the members of the board of directors of the Parent Corporation (or, if there is no Parent Corporation, the Surviving Corporation) 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. Notwithstanding anything to the contrary in the foregoing, in no event will a Change in Control be deemed to have occurred with respect to the Executive (i) in connection with the Companyinitial public offering of the Parent Corporation’s Voting Securities; (ii) if the Executive is part of a purchasing group that consummates the Change in Control transaction. The Executive will be deemed “part of a purchasing group” for purposes of the preceding sentence if the Executive is an equity participant in the purchasing company or group (except (i) passive ownership of less than two percent of the stock of the purchasing company; or (ii) ownership of equity participation in the purchasing company or group that is otherwise not significant, as determined prior to the Change in Control by a majority of the nonemployee continuing Directors; provided that, for purposes of the foregoing, participation as a management investor in such purchasing company will not be deemed to be within the exceptions provided for in these items (i) and (ii)); and/or (iii) in connection with the Sale Transaction with MUDS.

Definition of Change in Control. A For purposes of this Agreement, a "Change in Control of the Company Control" shall be deemed to have occurred as upon the occurrence of the first day any one or more of the following conditions shall have been satisfiedevents: (a) Any individualthe stockholders of the Company approve a merger, corporation consolidation, combination, reorganization or other transaction that would result in less than fifty percent (other than 50%) of the combined voting power of the surviving or resulting entity being owned by the former stockholders of the Company), partnership, trust, association, pool, syndicate, or the liquidation or dissolution of the Company or the sale or other disposition of all or substantially all of the assets or business of the Company; (b) an offer is made to the holders of the Company's common stock to sell or exchange such common stock for cash, securities or stock of another corporation and such offer, if accepted, would result in the offeror becoming the owner of at least fifty percent (50%) of the then outstanding common stock of the Company; (c) any other entity person or any group of persons acting in concert directly or indirectly purchases or otherwise becomes the beneficial owner, as that concept is defined in owner (within the meaning of Rule 13d-3 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended), or has the right to acquire such beneficial ownership (whether or not such right is exercisable immediately, with the passage of securities of time, or subject to any condition) of, other than from the Company possessing twenty Company, twenty-five percent (2025%) or more of the combined voting power for the election of directors of the Company;'s then outstanding securities; or (bd) There shall be consummated any consolidation, merger, or other business combination involving the Company or the securities of the Company in which holders of voting securities of the Company immediately prior to such consummation own, as a group, immediately after such consummation, voting securities of the Company (or, if the Company does not survive such transaction, voting securities of the corporation surviving such transaction) having less than sixty percent (60%) of the total voting power in an election of directors of the Company (or such other surviving corporation); (c) During during any period of two (2) consecutive years, years individuals who at the beginning of such period constitute constituted the directors of the Company Board cease for any reason to constitute at least a majority thereof thereof, unless the election, or the nomination for the election by the shareholders of the Company's shareholders, of each new director of the Company was approved by a vote of at least two-thirds (2/32/3rds) of the directors of the Company then still in office who were directors of the Company at the beginning of any such period; or (d) There shall be consummated any sale, lease, exchange, or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of the Company (on a consolidated basis) to a party which is not controlled by or under common control with the Company.