Common use of Exception for a Change in Control Clause in Contracts

Exception for a Change in Control. Notwithstanding any other provision of this Agreement, all Plan Shares subject to an Award held by a Recipient shall be deemed to be immediately 100% earned and non-forfeitable in the event of a change in control or imminent change in control of the Corporation or the Association and shall be distributed as soon as practicable thereafter. For purposes of this Section 7.01(d), "change in control" shall mean: (i) the execution of an agreement for the sale of all, or a material portion, of the assets of the Corporation or the Association; (ii) the execution of an agreement for a merger or recapitalization of the Corporation or the Association or any merger or recapitalization whereby the Corporation or the Association is not the surviving entity; (iii) a change of control of the Corporation or the Association, as defined or determined by the OTS; or (iv) the acquisition, directly or indirectly, of the beneficial ownership (within the meaning of the terms "beneficial ownership" as defined under Section 13(d) of the Securities Exchange Act of 1934 and the rules promulgated thereunder) of twenty-five percent (25%) or more of the outstanding voting securities of the Corporation or the

Exception for a Change in Control. Notwithstanding Nothwithstanding any other provision of this Agreement, all Plan Shares subject to an Award held by a Recipient shall be deemed to be immediately 100% earned and non-forfeitable in the event of a change in control or imminent change in control of the Corporation or the Association and shall be distributed as soon as practicable thereafter. For purposes of this Section 7.01(d), "change in control" shall mean: (i) the execution of an agreement for the sale of all, or a material portion, of the assets of the Corporation or the Association; (ii) the execution of an agreement for a merger or recapitalization of the Corporation or the Association or any merger or recapitalization whereby the Corporation or the Association is not the surviving entity; (iii) a change of control of the Corporation or the Association, as defined or determined by the OTS; or (iv) the acquisition, directly or indirectly, of the beneficial ownership (within the meaning of the terms "beneficial ownership" as defined under Section 13(d) of the Securities Exchange Act of 1934 and the rules promulgated thereunder) of twenty-five percent (25%) or more of the outstanding voting securities of the Corporation or thethe Association by any person, trust, entity or group. For purposes of this Section 7.01(d), "imminent change in control" shall refer to any offer or announcement, oral or written, by any person or any persons acting as a group, to acquire control of the Corporation or the Association as to which an application or notice has been filed with the OTS and such application has been approved or such notice has not been disapproved.