Common use of Definition of Change of Control Clause in Contracts

Definition of Change of Control. (I) A "Change of Control" will be deemed to have occurred if: (A) any person (as such term is defined in Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (the "1934 Act")) acquires beneficial ownership (within the meaning of Rule 13d-3 promulgated under the ▇▇▇▇ ▇▇▇) of more than 50% of the combined voting power of the then outstanding voting securities of the Holding Company; or (B) the individuals who were members of the Board of Directors of the Holding Company on the Effective Date (the "Current Board Members") cease for any reason (other than the reasons specified in Subsection 3(e)(ii) below) to constitute a majority of the Board of the Holding Company or its successor; however, if the election or the nomination for election of any new director of the Holding Company or its successor is approved by a vote of a majority of the individuals who are Current Board Members, such new director shall, for the purposes of this Section 3(e)(i), be considered a Current Board Member; or (C) the Holding Company's shareholders approve (1) a merger or consolidation of the Holding Company and the shareholders of the Holding Company immediately before such merger or consolidation do not, as a result of such merger or consolidation, own, directly or indirectly, more than 50% of the combined voting power of the then outstanding voting securities of the entity resulting from such merger or consolidation in substantially the same proportion as their ownership of the combined voting power of the outstanding securities of the Holding Company immediately before such merger or consolidation; or (2) a complete liquidation or dissolution or an agreement for the sale or other disposition of all or substantially all of the assets of the Holding Company. (II) Notwithstanding and in lieu of Section 3(e)(i), a Change of Control will not be deemed to have occurred: (A) solely because more than 50% of the combined voting power of the then outstanding voting securities of the Holding Company are acquired by (1) a trustee or other fiduciary holding securities under one or more employee benefit plans maintained for employees of the Bank or the Holding Company, or (2) any person pursuant to the will or trust of any existing shareholder of the Holding Company, or who is a member of the immediate family of such shareholder, or (3) any corporation which, immediately prior to or following such acquisition, is owned directly or indirectly by persons who were shareholders of the Holding Company immediately prior to the acquisition in the same proportion as their ownership of stock in the Holding Company immediately prior to such acquisition; or (B) if Executive agrees in writing that the transaction or event in question does not constitute a Change of Control for the purposes of this Agreement.

Definition of Change of Control. (I) A "For the purposes of this Agreement a “Change of Control" will ” shall be deemed to have occurred if: (Ai) any person (“person” as such term is defined in Section Sections 13(d) or and 14(d) of the Securities Exchange Act of 1934, as amended 1934 (the "1934 “Exchange Act")”) acquires is or becomes the “beneficial ownership (within the meaning of owner” as defined in Rule 13d-3 promulgated under the ▇▇▇▇ ▇▇▇Exchange Act, directly or indirectly, of securities of the Company representing thirty percent (30%) or more of the combined voting power of the Company’s then outstanding securities. For purposes of this clause (a), the term “beneficial owner” does not include any employee benefit plan maintained by the Company that invests in the Company’s voting securities; or (ii) during any period of two (2) consecutive years there shall cease to be a majority of the Board comprised as follows: individuals who at the beginning of such period constitute the Board or new directors whose nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds (2/3) of more 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 (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than 50a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least 70% of the combined voting power of the then outstanding voting securities of the Holding Company; or (B) the individuals who were members of the Board of Directors of the Holding Company on the Effective Date (the "Current Board Members") cease for any reason (other than the reasons specified in Subsection 3(e)(ii) below) to constitute a majority of the Board of the Holding Company or its successor; however, if the election or the nomination for election of any new director of the Holding Company or its successor is approved by a vote of a majority of the individuals who are Current Board Members, such new director shall, for the purposes of this Section 3(e)(i), be considered a Current Board Member; or (C) the Holding Company's shareholders approve (1) a merger or consolidation of the Holding Company and the shareholders of the Holding Company surviving entity outstanding immediately before such merger or consolidation do not, as a result of after such merger or consolidation, own, directly or indirectly, more than 50% the stockholders of the combined voting power company approve a plan of complete liquidation of the then outstanding voting securities of the entity resulting from such merger or consolidation in substantially the same proportion as their ownership of the combined voting power of the outstanding securities of the Holding Company immediately before such merger or consolidation; or (2) a complete liquidation or dissolution or an agreement for the sale or other disposition by the Company of all or substantially all of the assets of the Holding Company. (II) Notwithstanding and ’s assets; provided, however, that no change in lieu of Section 3(e)(i), a Change of Control control will not be deemed to have occurred: (A) solely because more than 50% occurred if such merger, consolidation, sale or disposition of the combined voting power of the then outstanding voting securities of the Holding Company are acquired by (1) a trustee or other fiduciary holding securities under one or more employee benefit plans maintained for employees of the Bank or the Holding Companyassets, or (2) any person pursuant to the will or trust of any existing shareholder of the Holding Company, or who liquidation is a member of the immediate family of such shareholder, or (3) any corporation which, immediately prior to or following such acquisition, is owned directly or indirectly by persons who were shareholders of the Holding Company immediately prior to the acquisition in the same proportion as their ownership of stock in the Holding Company immediately prior to such acquisition; or (B) if Executive agrees in writing that the transaction or event in question does not constitute a Change of Control for the purposes of this Agreementsubsequently consummated.

Definition of Change of Control. (I) A For purposes of this Section 5, a "Change of Control" will of Company shall be deemed to have occurred if: upon the happening of any of the following events: (Ai) the acquisition, other than from Company, by any person individual, entity or group (as such term is defined in within the meaning of Section 13(d13(d)(3) or 14(d14(d)(2) of the Securities Exchange Act of 1934, as amended 1934 (the "1934 Exchange Act")) acquires of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the ▇▇▇▇ ▇▇▇Exchange Act) of 20% or more than 50% of either the then outstanding shares of Common Stock of Company or the combined voting power of the then outstanding voting securities of Company entitled to vote generally in the Holding Company; election of directors, but excluding, for this purpose, any such acquisition by (A) Company or any of its Subsidiaries, or (B) the individuals who were members any employee benefit plan (or related trust) of the Board of Directors of the Holding Company on the Effective Date (the "Current Board Members") cease for any reason (other than the reasons specified in Subsection 3(e)(ii) below) to constitute a majority of the Board of the Holding Company or its successor; howeverSubsidiaries, if the election or the nomination for election of any new director of the Holding Company or its successor is approved by a vote of a majority of the individuals who are Current Board Members, such new director shall, for the purposes of this Section 3(e)(i), be considered a Current Board Member; or (C) the Holding Company's shareholders approve (1) a merger or consolidation of the Holding Company and the shareholders of the Holding Company immediately before any corporation with respect to which, following such merger or consolidation do not, as a result of such merger or consolidation, own, directly or indirectlyacquisition, more than 5060% of, respectively, the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the entity resulting from 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 Common Stock and voting securities of Company immediately prior to such merger or consolidation acquisition in substantially the same proportion as their ownership ownership, immediately prior to such acquisition, of the then outstanding shares of Common Stock of Company or the combined voting power of the then outstanding voting securities of Company entitled to vote generally in the Holding election of directors, as the case may be; (ii) individuals who, as of the date hereof, constitute the Board (as of the date hereof the "Incumbent Board") cease for any reason to constitute at least a majority of the Board, provided that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by Company's stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the Revised March 5, 2001 11 12 directors of Company (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act); (iii) consummation of (a) a reorganization, merger or consolidation of Company, in 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 and voting securities of Company immediately before prior to such reorganization, merger or consolidation do not, following such reorganization, merger or consolidation; , beneficially own, directly or indirectly, more than 60% 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 corporation resulting from such reorganization, merger or consolidation or (2b) a complete liquidation or dissolution or an agreement for the sale sale, lease, exchange, or other disposition of all or substantially all of the assets of Company to any other corporation or entity (except a subsidiary or parent corporation as defined in Section 424 of the Holding Company.Code); or (IIiv) Notwithstanding and in lieu approval by the stockholders of Section 3(e)(i), Company of a Change complete liquidation or dissolution of Control will not be deemed Company; or (v) Company ceases to have occurred: its Common Stock listed on a nationally recognized stock exchange or quoted on the Nasdaq National Market (Aor any successor quotation system) solely because more for any reason other than 50% the price of the combined voting power of the then outstanding voting securities of the Holding Company are acquired by (1) a trustee or other fiduciary holding securities under one or more employee benefit plans maintained for employees of the Bank Company's Common Stock or the Holding Company, or (2) any person pursuant to the will or trust of any existing shareholder of the Holding Company, or who is a member of the immediate family of such shareholder, or (3) any corporation which, immediately prior to or following such acquisition, is owned directly or indirectly by persons who were shareholders of the Holding Company immediately prior to the acquisition in the same proportion as their ownership of stock in the Holding Company immediately prior to such acquisition; or (B) if Executive agrees in writing that the transaction or event in question does not constitute a Change of Control for the purposes of this Agreement's market capitalization.

Definition of Change of Control. (I) A "Change of Control" will be deemed to have occurred if: (A) any person (as such term is defined in Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (the "1934 Act")) acquires beneficial ownership (within the meaning of Rule 13d-3 promulgated under the ▇▇▇▇ ▇▇▇1934 Act) of more than 50% of the combined voting power of the then outstanding the▇ ▇▇▇▇▇▇nding voting securities of the Holding Company; or (B) the individuals who were members of the Board of Directors of the Holding Company on the Effective Date (the "Current Board Members") cease for any reason (other than the reasons specified in Subsection 3(e)(ii) below) to constitute a majority of the Board of the Holding Company or its successor; however, if the election or the nomination for election of any new director of the Holding Company or its successor is approved by a vote of a majority of the individuals who are Current Board Members, such new director shall, for the purposes of this Section 3(e)(i), be considered a Current Board Member; or (C) the Holding Company's shareholders approve (1) a merger or consolidation of the Holding Company and the shareholders of the Holding Company immediately before such merger or consolidation do not, as a result of such merger or consolidation, own, directly or indirectly, more than 50% of the combined voting power of the then outstanding voting securities of the entity resulting from such merger or consolidation in substantially the same proportion as their ownership of the combined voting power of the outstanding securities of the Holding Company immediately before such merger or consolidation; or (2) a complete liquidation or dissolution or an agreement for the sale or other disposition of all or substantially all of the assets of the Holding Company. (II) Notwithstanding and in lieu of Section 3(e)(i), a Change of Control will not be deemed to have occurred: (A) solely because more than 50% of the combined voting power of the then outstanding voting securities of the Holding Company are acquired by (1) a trustee or other fiduciary holding securities under one or more employee benefit plans maintained for employees of the Bank or the Holding Company, or (2) any person pursuant to the will or trust of any existing shareholder of the Holding Company, or who is a member of the immediate family of such shareholder, or (3) any corporation which, immediately prior to or following such acquisition, is owned directly or indirectly by persons who were shareholders of the Holding Company immediately prior to the acquisition in the same proportion as their ownership of stock in the Holding Company immediately prior to such acquisition; or (B) if Executive agrees in writing that the transaction or event in question does not constitute a Change of Control for the purposes of this Agreement.

Definition of Change of Control. (I) A For purposes of this Section 5(c), the term "Change of Control" will be deemed to have occurred if: of the Company is defined as: (A) any person (as such the term is defined used in Section Sections 13(d) or and 14(d) of the Securities Exchange Act of 1934, as amended (the "1934 Exchange Act")) acquires is or becomes the beneficial ownership owner (within the meaning of as defined in Rule 13d-3 promulgated under the ▇▇▇▇ ▇▇▇) Exchange Act), directly or indirectly, of voting securities of the Company representing more than 50% of the combined voting power of the then Company’s outstanding voting securities or rights to acquire such securities except for any voting securities issued or purchased under any employee benefit plan of the Holding CompanyCompany or its subsidiaries; or or (B) the individuals who were members of the Board of Directors of the Holding Company on the Effective Date (the "Current Board Members") cease for any reason (other than the reasons specified in Subsection 3(e)(ii) below) to constitute a majority of the Board of the Holding Company or its successor; howeversale, if the election or the nomination for election of any new director of the Holding Company or its successor is approved by a vote of a majority of the individuals who are Current Board Memberslease, such new director shall, for the purposes of this Section 3(e)(i), be considered a Current Board Member; or (C) the Holding Company's shareholders approve (1) a merger or consolidation of the Holding Company and the shareholders of the Holding Company immediately before such merger or consolidation do not, as a result of such merger or consolidation, own, directly or indirectly, more than 50% of the combined voting power of the then outstanding voting securities of the entity resulting from such merger or consolidation in substantially the same proportion as their ownership of the combined voting power of the outstanding securities of the Holding Company immediately before such merger or consolidation; or (2) a complete liquidation or dissolution or an agreement for the sale exchange or other disposition transfer (in one transaction or a series of transactions) of all or substantially all of the assets of the Holding Company.; or (IIC) Notwithstanding a plan of liquidation of the Company or an agreement for the sale or liquidation of the Company is approved and in lieu completed; or (D) individuals who, as of Section 3(e)(i)the date hereof, constitute the entire Board of Directors of the Company (the "Incumbent Directors") cease for any reason to constitute at least a majority of the Board of Directors, provided that any individual becoming a director subsequent to the date hereof whose election or nomination for election was approved by a vote of at least a majority of the then Incumbent Directors shall be, for purposes of this provision, considered as though such individual were an Incumbent Director; (E) any consolidation or merger of the Company (including, without limitation, a Change triangular merger) where the shareholders of Control will not be deemed the Company, immediately prior to have occurred: (A) solely because the consolidation or merger, would not, immediately after the consolidation or merger, beneficially own, directly or indirectly, shares representing in the aggregate more than fifty percent (50% %) of the combined voting power of all the then outstanding voting securities of the Holding Company are acquired by (1) a trustee corporation issuing cash or other fiduciary holding securities under one or more employee benefit plans maintained for employees of the Bank or the Holding Company, or (2) any person pursuant to the will or trust of any existing shareholder of the Holding Company, or who is a member of the immediate family of such shareholder, or (3) any corporation which, immediately prior to or following such acquisition, is owned directly or indirectly by persons who were shareholders of the Holding Company immediately prior to the acquisition in the same proportion as their ownership consolidation or merger (or of stock its ultimate parent corporation, if any); or (F) the Board determines in the Holding Company immediately prior to such acquisition; or (B) if Executive agrees in writing its sole discretion that the transaction or event in question does not constitute a Change of in Control for the purposes of this Agreementhas occurred, whether or not any event described above has occurred or is contemplated.

Definition of Change of Control. (I) A For purposes of this Section 4(d), the term "Change of Control" will be deemed to have occurred if: of the Company is defined as: (A) any person (as such the term is defined used in Section Sections 13(d) or and 14(d) of the Securities Exchange Act of 1934, as amended (the "1934 “Exchange Act"”)) acquires is or becomes the beneficial ownership owner (within the meaning of as defined in Rule 13d-3 promulgated under the ▇▇▇▇ ▇▇▇) Exchange Act), directly or indirectly, of voting securities of the Company representing more than 50% of the combined voting power of the then Company’s outstanding voting securities or rights to acquire such securities except for any voting securities issued or purchased under any employee benefit plan of the Holding CompanyCompany or its subsidiaries; or or (B) the individuals who were members of the Board of Directors of the Holding Company on the Effective Date (the "Current Board Members") cease for any reason (other than the reasons specified in Subsection 3(e)(ii) below) to constitute a majority of the Board of the Holding Company or its successor; howeversale, if the election or the nomination for election of any new director of the Holding Company or its successor is approved by a vote of a majority of the individuals who are Current Board Memberslease, such new director shall, for the purposes of this Section 3(e)(i), be considered a Current Board Member; or (C) the Holding Company's shareholders approve (1) a merger or consolidation of the Holding Company and the shareholders of the Holding Company immediately before such merger or consolidation do not, as a result of such merger or consolidation, own, directly or indirectly, more than 50% of the combined voting power of the then outstanding voting securities of the entity resulting from such merger or consolidation in substantially the same proportion as their ownership of the combined voting power of the outstanding securities of the Holding Company immediately before such merger or consolidation; or (2) a complete liquidation or dissolution or an agreement for the sale exchange or other disposition transfer (in one transaction or a series of transactions) of all or substantially all of the assets of the Holding Company.; or (IIC) Notwithstanding a plan of liquidation of the Company or an agreement for the sale or liquidation of the Company is approved and in lieu completed; or (D) individuals who, as of Section 3(e)(i)the date hereof, constitute the entire Board of Directors of the Company (the "Incumbent Directors") cease for any reason to constitute at least a majority of the Board of Directors, provided that any individual becoming a director subsequent to the date hereof whose election or nomination for election was approved by a vote of at least a majority of the then Incumbent Directors shall be, for purposes of this provision, considered as though such individual were an Incumbent Director; (E) any consolidation or merger of the Company (including, without limitation, a Change triangular merger) where the shareholders of Control will not be deemed the Company, immediately prior to have occurred: (A) solely because the consolidation or merger, would not, immediately after the consolidation or merger, beneficially own, directly or indirectly, shares representing in the aggregate more than fifty percent (50% %) of the combined voting power of all the then outstanding voting securities of the Holding Company are acquired by (1) a trustee corporation issuing cash or other fiduciary holding securities under one or more employee benefit plans maintained for employees of the Bank or the Holding Company, or (2) any person pursuant to the will or trust of any existing shareholder of the Holding Company, or who is a member of the immediate family of such shareholder, or (3) any corporation which, immediately prior to or following such acquisition, is owned directly or indirectly by persons who were shareholders of the Holding Company immediately prior to the acquisition in the same proportion as their ownership consolidation or merger (or of stock its ultimate parent corporation, if any); or (F) the Board determines in the Holding Company immediately prior to such acquisition; or (B) if Executive agrees in writing its sole discretion that the transaction or event in question does not constitute a Change of in Control for the purposes of this Agreementhas occurred, whether or not any event described above has occurred or is contemplated.