Common use of Termination Upon Change in Control Clause in Contracts

Termination Upon Change in Control. Following a Change in Control, this Agreement and Executive’s employment hereunder may be terminated in accordance with Section 5(a), (b), or (c) by delivering written notice of termination to the other Party no less than thirty (30) days before the Termination Date. (i) A “Change in Control” shall be deemed to have occurred upon the first to occur of the following: (A) any “person” (within the meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934 (the “1934 Act”)), other than a trustee or other fiduciary holding securities under an employee benefit plan of First Busey or a corporation owned directly or indirectly by the stockholders of First Busey in substantially the same proportions as their ownership of stock of First Busey, is or becomes a “beneficial owner” (within the meaning of Rule 13d-3 of the 1934 Act), directly or indirectly, of securities representing more than fifty percent (50%) of the combined voting power of the then outstanding voting securities of First Busey; (B) during any period of twelve (12) consecutive months, the individuals who at the beginning of such period constitute the Board (and any new director whose election by the Board or nomination for election by First Busey’s stockholders was approved by a vote of at least a majority of the directors when still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board; or (C) the consummation of (1) a merger or consolidation of First Busey with any other corporation, other than a merger or consolidation that would result in the voting securities of First Busey outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than fifty percent (50%) of the total voting power represented by the voting securities of First Busey or such surviving entity outstanding immediately after such merger or consolidation; or (2) a complete liquidation or dissolution of, or an agreement for the sale or other disposition of all or substantially all of the assets of, First Busey. (ii) Notwithstanding Section 5(d)(i), a Change in Control shall not be deemed to have occurred if Executive agrees in writing that the transaction or event in question does not constitute a Change in Control for the purposes of this Agreement.

Termination Upon Change in Control. Following a Change in ControlFor purposes of this Agreement, this Agreement and Executive’s employment hereunder may be terminated in accordance with Section 5(a), (b), or (c) by delivering written notice of termination to the other Party no less than thirty (30) days before the Termination Date. (i) A “Change in Control” shall be deemed is defined to have occurred upon mean the first to occur earlier occurrence of one of the followingfollowing events, whether by a single transaction or in a series of related transactions: (Ai) any “person” a merger, consolidation or similar transaction involving (within the meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934 (the “1934 Act”)), other than a trustee or other fiduciary holding securities under an employee benefit plan of First Busey or a corporation owned directly or indirectly by indirectly) the Company and, immediately after the consummation of such merger, consolidation or similar transaction, the stockholders of First Busey in substantially the same proportions as their ownership of stock of First Busey, is or becomes a “beneficial owner” (within the meaning of Rule 13d-3 of the 1934 Act)Company immediately prior thereto do not own, directly or indirectly, of outstanding voting securities representing more than fifty percent (50%) of the combined outstanding voting power of the surviving entity in such merger, consolidation or similar transaction or more than fifty percent (50%) of the combined outstanding voting power of the parent of the surviving entity in such merger, consolidation or similar transaction; (ii) a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the Company and its subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the Company and its subsidiaries to an entity as to which more than fifty percent (50%) of the combined voting power of the then outstanding voting securities of First Busey; (B) during any period of twelve (12) consecutive months, the individuals who at the beginning of such period constitute the Board (and any new director whose election are owned by the Board or nomination for election by First Busey’s stockholders was approved by a vote of at least a majority of the directors when still Company after such sale, lease, license or other disposition in office who either were directors at substantially the beginning same proportions as their ownership of the period Company immediately prior to such sale, lease, license or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Boardother disposition; or (Ciii) the consummation of acquisition by any Person (1) a merger or consolidation of First Busey with any other corporation, other than a merger any employee benefit plan, or consolidation that would result related trust, sponsored or maintained by the Company) as Beneficial Owner (as ‘Person’ and ‘Beneficial Owner’ are defined in the voting securities Securities Exchange Act of First Busey outstanding immediately prior thereto continuing to represent (either by remaining outstanding 1934, as amended, or by being converted into voting the rules and regulations thereunder), directly or indirectly, of securities of the surviving entity) more than fifty Company representing 20 percent (5020%) or more of the total voting power represented by the Company’s then outstanding voting securities securities. If Employee’s employment is terminated by the Company or its successor without Cause during the Term of First Busey this Agreement upon or such surviving entity outstanding immediately within one hundred twenty (120) days after such merger a Change in Control, Employee shall be paid Employee’s then current salary earned through the Date of Termination, in addition to any accrued but unused vacation, and Employee shall be reimbursed for any business expenses incurred by Employee in accordance with Section 5, above. Employee shall be entitled to no further compensation or consolidation; benefits, provided, however, that that if the Company or (2) a complete liquidation or dissolution of, or an agreement for its successor terminates Employee’s employment without Cause during the sale or other disposition Term of all or substantially all of the assets of, First Busey. (ii) Notwithstanding Section 5(d)(i), this Agreement upon a Change in Control shall not be deemed to have occurred if Executive agrees in writing that the transaction or event in question does not constitute within one hundred twenty (120) days after a Change in Control for Control, and if in connection with the purposes termination of this his employment by the Company Employee executes a “Waiver and Release Agreement.” in the form attached hereto as Attachment “A, and if that “Waiver and Release Agreement” is not revoked by Employee pursuant to its terms and becomes effective and enforceable, then:

Termination Upon Change in Control. Following a Change in ControlFor purposes of this Agreement, this Agreement and Executive’s employment hereunder may be terminated in accordance with Section 5(a), (b), or (c) by delivering written notice of termination to the other Party no less than thirty (30) days before the Termination Date. (i) A “Change in Control” shall be deemed is defined to have occurred upon mean the first to occur earlier occurrence of one of the followingfollowing events, whether by a single transaction or in a series of related transactions: (Ai) any “person” a merger, consolidation or similar transaction involving (within the meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934 (the “1934 Act”)), other than a trustee or other fiduciary holding securities under an employee benefit plan of First Busey or a corporation owned directly or indirectly by indirectly) the Company and, immediately after the consummation of such merger, consolidation or similar transaction, the stockholders of First Busey in substantially the same proportions as their ownership of stock of First Busey, is or becomes a “beneficial owner” (within the meaning of Rule 13d-3 of the 1934 Act)Company immediately prior thereto do not own, directly or indirectly, of outstanding voting securities representing more than fifty percent (50%) of the combined outstanding voting power of the surviving entity in such merger, consolidation or similar transaction or more than fifty percent (50%) of the combined outstanding voting power of the parent of the surviving entity in such merger, consolidation or similar transaction; (ii) a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the Company and its subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the Company and its subsidiaries to an entity, of more than fifty percent (50%) of the combined voting power of the then outstanding voting securities of First Busey; (B) during any period of twelve (12) consecutive months, the individuals who at the beginning of such period constitute the Board (and any new director whose election which are owned by the Board or nomination for election by First Busey’s stockholders was approved by a vote of at least a majority of the directors when still Company in office who either were directors at substantially the beginning same proportions as their ownership of the period Company immediately prior to such sale, lease, license or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Boardother disposition; or (Ciii) the consummation of acquisition by any Person (1) a merger or consolidation of First Busey with any other corporation, other than a merger any employee benefit plan, or consolidation that would result related trust, sponsored or maintained by the Company) as Beneficial Owner (as ‘Person’ and ‘Beneficial Owner’ are defined in the voting securities Securities Exchange Act of First Busey outstanding immediately prior thereto continuing to represent (either by remaining outstanding 1934, as amended, or by being converted into voting the rules and regulations thereunder), directly or indirectly, of securities of the surviving entity) more than fifty Company representing 20 percent (5020%) or more of the total voting power represented by the Company’s then outstanding voting securities securities. If Employee’s employment is terminated by the Company or its successor without Cause during the Term of First Busey this Agreement upon or such surviving entity outstanding immediately within one hundred twenty (120) days after such merger a Change in Control, Employee shall be paid Employee’s then current salary earned through the date of termination, in addition to any accrued but unused vacation, and Employee shall be reimbursed for any business expenses incurred by Employee in accordance with Section 5, above. Employee shall be entitled to no further compensation or consolidation; benefits, provided, however, that that if the Company or (2) a complete liquidation or dissolution of, or an agreement for its successor terminates Employee’s employment without Cause during the sale or other disposition Term of all or substantially all of the assets of, First Busey. (ii) Notwithstanding Section 5(d)(i), this Agreement upon a Change in Control shall not be deemed to have occurred if Executive agrees in writing that the transaction or event in question does not constitute within one hundred twenty (120) days after a Change in Control Control, and if in connection with the termination of his employment by the Company Employee executes a “Waiver and Release Agreement” in the form attached hereto as Attachment “A, and if that “Waiver and Release Agreement” is not revoked by Employee pursuant to its terms and becomes effective and enforceable, then (i) the Company shall be obligated to pay Employee the total gross amount (the “Section 8.4(i) Amount”) equal to Employee’s salary for the purposes remainder of the Term (at the annual rate payable at the time of such termination) plus an annual bonus for each of the remaining Fiscal Years in the Term equal to the highest amount of the bonus specified in Section 4.2, above, that was earned by Employee in any Fiscal Year in the Term prior to Employee’s termination, less bonus amounts already paid for the Fiscal Year of termination, and (ii) the Company will, at its own expense, accelerate the vesting of all Company stock options and restricted Company stock held by the Employee, provided that such acceleration is allowed by the terms of the Restricted Stock Agreements and the Company’s Incentive Award Plan. The payments and benefits specified in (i) and (ii) of the preceding sentence will not be made, the “Waiver and Release Agreement” will become null and void, and Employee will not be entitled to any payments or benefits other than those specified in the first sentence of this Section 8.4, unless and until each of the following four conditions are satisfied: (a) Employee executes the “Waiver and Release Agreement” within twenty-one (21) days after receiving it, (b) Employee returns the executed “Waiver and Release Agreement” to the Company no later than five (5) working days after executing it, (c) the “Waiver and Release Agreement” by its terms becomes effective and enforceable after the seven (7) day revocation period specified in the “Waiver and Release Agreement” has expired without revocation by Employee, and (d) Employee returns all Records (as defined in Section 10, below) to the Company no later than five (5) working days after the termination of his employment. Moreover, Employee acknowledges and agrees that, if the Section 8.4(i) Amount exceeds the Separation Pay Limitation, then the maximum amount which would not exceed the Separation Pay Limitation shall be paid in one lump-sum payment on the first Company payroll date which follows the end of the month in which occurs the last of the events specified in (a)-(d) of the immediately preceding sentence. The balance of the Section 8.4(i) Amount shall be paid in one lump-sum payment that is payable on the Company’s first payroll date no earlier than six (6) months and one (1) day after the termination of Employee’s employment, and no later than seven (7) months after the termination of Employee’s employment. The payments and benefits under this Section 8.4 shall be in lieu of any payments or benefits due under Section 8.3. Notwithstanding the foregoing or any other provision of this Agreement, if any part or all of the payments or benefits specified in this Section 8.4 are subject to taxation under Section 280G or Section 409A of the Internal Revenue Code, as determined by the Company, with the advice of its independent accounting firm or other tax advisors, then the payments or benefits shall be subject to modification as set forth hereafter in Section 18 or Section 19 of this Agreement.

Termination Upon Change in Control. Following a Change in Control, If prior to the expiration of this Agreement and Executive’s employment hereunder may be terminated there shall occur a “change in accordance with Section 5(a)control” as defined herein, D▇. ▇▇▇▇▇▇▇ shall receive, within five (b), or (c) by delivering written notice of termination to the other Party no less than thirty (305) days before after such termination from the Termination Date. Corporation or its successor, a lump sum payment equal to three (i3) A times his base salary during the last fiscal year in which D▇. ▇▇▇▇▇▇▇ is associated with the Corporation. For the purposes hereof, “Change change in Controlcontrol” shall mean a change in control of a nature that would be deemed required to have occurred upon the first be reported in response to occur Item 5 of the following: (A) any “person” (within the meaning of Schedule 14D promulgated pursuant to Section 13(d) or 14(d) 14 of the Securities Exchange Act of 1934 1934, as amended (the “1934 Act”)), whether or not the Corporation is then subject to such reporting requirements; provided that, without limitations, such a change in control shall be deemed to have occurred if (i) any person other than a trustee or other fiduciary holding securities under an employee benefit plan of First Busey or a corporation owned directly or indirectly by the stockholders of First Busey in substantially the same proportions as their ownership of stock of First Busey, Corporation is or becomes a “the beneficial owner” (within the meaning of Rule 13d-3 of the 1934 Act), directly or indirectly, of securities of the Corporation representing twenty percent (20%) or more of the combined voting power of the Corporation’s then outstanding securities and thereafter the Board adopts a resolution to the effect that, for the purposes of this Agreement, a change in control of the Corporation has occurred; such ownership shall be as defined pursuant to Rule 13d-3 of the 1934 Act and includes mergers or acquisitions whereby an outside party has in excess of twenty percent (20%) of the combined voting power; (ii) when the Corporation merges or consolidates with any other person or, entity other than a subsidiary and, upon consummation of such transaction, holders of the Corporation’s common stock immediately prior to such transaction own less than fifty percent (50%) of the combined voting power of the then outstanding voting securities of First Busey; (B) during any period of twelve (12) consecutive months, the individuals who at the beginning of such period constitute the Board (and any new director whose election by the Board or nomination for election by First Busey’s stockholders was approved by a vote of at least a majority of the directors when still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board; or (C) the consummation of (1) a merger or consolidation of First Busey with any other corporation, other than a merger or consolidation that would result in the voting securities of First Busey outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting equity securities of the surviving or consolidated entity) more than fifty percent (50%) of the total voting power represented by the voting securities of First Busey or such surviving entity outstanding immediately after such merger or consolidation; or (2iii) a complete liquidation or dissolution of, or an agreement for the sale or other disposition of all or substantially all substantial portion of the assets of, First Buseyof the Corporation are sold or transferred to another person or entity. (ii) Notwithstanding Section 5(d)(i), a Change in Control shall not be deemed to have occurred if Executive agrees in writing that the transaction or event in question does not constitute a Change in Control for the purposes of this Agreement.

Termination Upon Change in Control. Following In the event that within twelve (12) months of a Change In Control of Employer or Getty Images Executive's employment is terminated without Cause (as such term is defined in ControlSection 9(f) hereof) prior to the expiration of the initial term or any succeeding one (1) year term of this Agreement, this Agreement and Employer (or the successor thereto) shall pay Executive 200% of Executive’s employment hereunder may be terminated in accordance with Section 5(a), (b), or (c) by delivering written notice 's annual base 4 5 salary as determined at the time of termination to the other Party no less than of employment payable in a lump sum within thirty (30) days before following the Termination Date. date of Executive's termination. Such payment shall be in addition to any and all other payments due Executive under this Agreement. For the purposes of this Agreement, a "Change in Control" of Employer means (i) A “Change in Control” shall be deemed to have occurred upon the first to occur acquisition by any person of the following: 50% or more of Employer's then outstanding capital stock; or (Aii) any “person” (within the meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934 (the “1934 Act”)), other than a trustee or other fiduciary holding securities under an employee benefit plan of First Busey or a corporation owned directly or indirectly approval by the stockholders of First Busey Employer of a merger or consolidation effecting a change in substantially the same proportions as their ownership of stock of First Busey, is 50% or becomes a “beneficial owner” (within the meaning of Rule 13d-3 more of the 1934 Act), directly or indirectly, of securities representing more than fifty percent (50%) of the combined voting power of the then outstanding voting securities capital stock of First Busey; (B) during any period of twelve (12) consecutive months, the individuals who at the beginning of such period constitute the Board (and any new director whose election by the Board Employer or nomination for election by First Busey’s stockholders was approved by a vote of at least a majority of the directors when still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board; or (C) the consummation of (1) a merger or consolidation of First Busey with any other corporation, other than a merger or consolidation that would result in the voting securities of First Busey outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than fifty percent (50%) of the total voting power represented by the voting securities of First Busey or such surviving entity outstanding immediately after such merger or consolidation; or (2) a complete liquidation or dissolution of, or an agreement for the sale or other disposition of all or substantially all of the assets ofof Employer; in each case, First Busey. (ii) Notwithstanding Section 5(d)(i)the acquiring persons in such merger, a Change in Control consolidation or sale shall not be deemed persons other than the stockholders of Employer, Getty Images or any Affiliate immediately prior to have occurred if Executive agrees in writing that the transaction or event in question does not constitute a Change in Control for such transaction. For the purposes of this Agreement, a "Change in Control" of Getty Images means (i) any consolidation or merger of Getty Images in which the Getty Images is not the continuing or surviving corporation or pursuant to which shares of the Getty Images' common stock would be converted into cash, securities or other property, other than a consolidation or merger of Getty Images in which the beneficial holders of fifty-one percent (51%) or more of the Getty Images' common stock immediately prior to the merger have the same proportionate ownership of common stock of the surviving corporation directly or indirectly immediately after the merger; (ii) any sale, lease, exchange or transfer of all or substantially all of the assets of Getty Images; or (iii) any Person or Persons (as hereinafter defined) other than the current stockholders of Getty Images or Persons who directly or indirectly, control, is controlled by or is under common control with or in any Shareholder (including any beneficiary of any trust which is the owner of common stock on the date hereof) become owners of fifty-one percent (51%) or more of the Getty Images' outstanding common stock. For the purposes hereof, "Person" shall mean an individual, a partnership, a joint venture, a joint stock company, a corporation, a trust, an unincorporated organization, and a government or governmental body, or any department, agency or political subdivision, or other entity.

Termination Upon Change in Control. Following a Change in Control, this Agreement and Executive’s employment hereunder may be terminated in accordance with Section 5(a4(a), (b), or (c) by delivering written notice of termination to the other Party no less than thirty (30) days before the Termination Date. (i) A “Change in Control” shall be deemed to have occurred upon the first to occur of the following: (A) any “person” (within the meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934 (the “1934 Act”)), other than a trustee or other fiduciary holding securities under an employee benefit plan of First Busey or a corporation owned directly or indirectly by the stockholders of First Busey in substantially the same proportions as their ownership of stock of First Busey, is or becomes a “beneficial owner” (within the meaning of Rule 13d-3 of the 1934 Act), directly or indirectly, of securities representing more than fifty percent (50%) of the combined voting power of the then outstanding voting securities of First Busey; (B) during any period of twelve (12) consecutive months, the individuals who at the beginning of such period constitute the Board (and any new director whose election by the Board or nomination for election by First Busey’s stockholders was approved by a vote of at least a majority of the directors when still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board; or (C) the consummation of (1) a merger or consolidation of First Busey with any other corporation, other than a merger or consolidation that would result in the voting securities of First Busey outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than fifty percent (50%) of the total voting power represented by the voting securities of First Busey or such surviving entity outstanding immediately after such merger or consolidation; or (2) a complete liquidation or dissolution of, or an agreement for the sale or other disposition of all or substantially all of the assets of, of First Busey. (ii) Notwithstanding Section 5(d)(i4(d)(i), a Change in Control shall not be deemed to have occurred if Executive agrees in writing that the transaction or event in question does not constitute a Change in Control for the purposes of this Agreement.

Termination Upon Change in Control. Following a Change in ControlFor purposes of this Agreement, this Agreement and Executive’s employment hereunder may be terminated in accordance with Section 5(a), (b), or (c) by delivering written notice of termination to the other Party no less than thirty (30) days before the Termination Date. (i) A “Change in Control” shall be deemed is defined to have occurred upon mean the first to occur earlier occurrence of one of the followingfollowing events, whether by a single transaction or in a series of related transactions: (Ai) any “person” a merger, consolidation or similar transaction involving (within the meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934 (the “1934 Act”)), other than a trustee or other fiduciary holding securities under an employee benefit plan of First Busey or a corporation owned directly or indirectly by indirectly) the Company and, immediately after the consummation of such merger, consolidation or similar transaction, the stockholders of First Busey in substantially the same proportions as their ownership of stock of First Busey, is or becomes a “beneficial owner” (within the meaning of Rule 13d-3 of the 1934 Act)Company immediately prior thereto do not own, directly or indirectly, of outstanding voting securities representing more than fifty percent (50%) of the combined outstanding voting power of the surviving entity in such merger, consolidation or similar transaction or more than fifty percent (50%) of the combined outstanding voting power of the parent of the surviving entity in such merger, consolidation or similar transaction; (ii) a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the Company and its subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the Company and its subsidiaries to an entity, of more than fifty percent (50%) of the combined voting power of the then outstanding voting securities of First Busey; (B) during any period of twelve (12) consecutive months, the individuals who at the beginning of such period constitute the Board (and any new director whose election which are owned by the Board or nomination for election by First Busey’s stockholders was approved by a vote of at least a majority of the directors when still Company in office who either were directors at substantially the beginning same proportions as their ownership of the period Company immediately prior to such sale, lease, license or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Boardother disposition; or (Ciii) the consummation of acquisition by any Person (1) a merger or consolidation of First Busey with any other corporation, other than a merger any employee benefit plan, or consolidation that would result related trust, sponsored or maintained by the Company) as Beneficial Owner (as ‘Person’ and ‘Beneficial Owner’ are defined in the voting securities Securities Exchange Act of First Busey outstanding immediately prior thereto continuing to represent (either by remaining outstanding 1934, as amended, or by being converted into voting the rules and regulations thereunder), directly or indirectly, of securities of the surviving entity) more than fifty Company representing 20 percent (5020%) or more of the total voting power represented by the Company’s then outstanding voting securities securities. If Employee’s employment is terminated by the Company or its successor without Cause during the Term of First Busey this Agreement upon or such surviving entity outstanding immediately within one hundred twenty (120) days after such merger a Change in Control, Employee shall be paid Employee’s then current salary earned through the date of termination, in addition to any accrued but unused vacation, and Employee shall be reimbursed for any business expenses incurred by Employee in accordance with Section 5, above. Employee shall be entitled to no further compensation or consolidation; benefits, provided, however, that that if the Company or (2) a complete liquidation or dissolution of, or an agreement for its successor terminates Employee’s employment without Cause during the sale or other disposition Term of all or substantially all of the assets of, First Busey. (ii) Notwithstanding Section 5(d)(i), this Agreement upon a Change in Control shall not be deemed to have occurred if Executive agrees in writing that the transaction or event in question does not constitute within one hundred twenty (120) days after a Change in Control Control, and if in connection with the termination of his employment by the Company Employee executes a “Waiver and Release Agreement” in the form attached hereto as Attachment “A, and if that “Waiver and Release Agreement” is not revoked by Employee pursuant to its terms and becomes effective and enforceable, then (i) the Company shall be obligated to pay Employee the total gross amount (the “Section 8.4(i) Amount”) equal to Employee’s salary for the purposes remainder of the four year Term (at the annual rate payable at the time of such termination) plus an annual bonus for each of the remaining Fiscal Years in the four year Term equal to the highest amount of the bonus specified in Section 4.2, above, that was earned by Employee in any Fiscal Year in the four year Term prior to Employee’s termination, less bonus amounts already paid for the Fiscal Year of termination, and (ii) the Company will, at its own expense, accelerate the vesting of all Company stock options and restricted Company stock held by the Employee, provided that such acceleration is allowed by the terms of the Company’s 2007 Incentive Award Plan and the Restricted Stock Agreement. The payments and benefits specified in (i) and (ii) of the preceding sentence will not be made, the “Waiver and Release Agreement” will become null and void, and Employee will not be entitled to any payments or benefits other than those specified in the first sentence of this Section 8.4, unless and until each of the following four conditions are satisfied: (a) Employee executes the “Waiver and Release Agreement” within twenty-one (21) days after receiving it, (b) Employee returns the executed “Waiver and Release Agreement” to the Company no later than five (5) working days after executing it, (c) the “Waiver and Release Agreement” by its terms becomes effective and enforceable after the seven (7) day revocation period specified in the “Waiver and Release Agreement” has expired without revocation by Employee, and (d) Employee returns all Records (as defined in Section 10, below) to the Company no later than five (5) working days after the termination of his employment. Moreover, Employee acknowledges and agrees that, if the Section 8.4(i) Amount exceeds the Separation Pay Limitation, then the maximum amount which would not exceed the Separation Pay Limitation shall be paid in one lump-sum payment on the first Company payroll date which follows the end of the month in which occurs the last of the events specified in (a)-(d) of the immediately preceding sentence. The balance of the Section 8.4(i) Amount shall be paid in one lump-sum payment that is payable on the Company’s first payroll date no earlier than six (6) months and one (1) day after the termination of Employee’s employment, and no later than seven (7) months after the termination of Employee’s employment. The payments and benefits under this Section 8.4 shall be in lieu of any payments or benefits due under Section 8.3. Notwithstanding the foregoing or any other provision of this Agreement, if any part or all of the payments or benefits specified in this Section 8.4 are subject to taxation under Section 280G or Section 409A of the Internal Revenue Code, as determined by the Company, with the advice of its independent accounting firm or other tax advisors, then the payments or benefits shall be subject to modification as set forth hereafter in Section 18 or Section 19 of this Agreement.

Termination Upon Change in Control. Following a During the initial or any successive term of the Services Agreement, RTI may terminate this Sublicense by written notice to Sublicensee immediately upon, or at any time after, the occurrence of any Change in Control, this Agreement and Executive’s employment hereunder may be terminated in accordance with Section 5(a), (b), or (c) by delivering written notice of termination to the other Party no less than thirty (30) days before the Termination Date. (i) . A “"Change in Control” " shall be deemed to have occurred taken place upon the first to occur occurrence of any of the following: : (Aa) any “person” (within the meaning of Section 13(d) or 14(d) Digital ceases to own all of the Securities Exchange Act outstanding Voting Shares of 1934 Sublicensee; (the “1934 Act”)), b) Digital acquires actual knowledge that any Person other than Digital, a trustee subsidiary of Digital or other fiduciary holding securities under an any employee benefit plan of First Busey or a corporation owned directly or indirectly plan(s) sponsored by Digital has acquired the stockholders of First Busey in substantially the same proportions as their ownership of stock of First Busey, is or becomes a “beneficial owner” (within the meaning of Rule 13d-3 of the 1934 Act)Beneficial Ownership, directly or indirectly, of securities representing of Digital entitling such Person to 50% or more than fifty percent (50%) of the combined voting power Voting Power of Digital; (i) A Tender Offer is made to acquire securities of Digital entitling the holders thereof to 50% or more of the then outstanding voting securities Voting Power of First BuseyDigital; or (Bii) during Voting Shares are first purchased pursuant to any period other Tender Offer; (d) At any time less than 30% of twelve (12) consecutive months, the members of the Board of Directors of Digital shall be individuals who at were either (i) directors on the beginning effective date of such period constitute the Board this Sublicensee or (and any new director ii) individuals whose election by the Board election, or nomination for election by First Busey’s stockholders election, was approved by a vote (including a vote approving a merger or other agreement providing for the membership of at such individuals on the Board of Directors) of a least two-thirds of the directors then still in office who were directors on the effective date of this Sublicensee or who were so approved; (e) The Board of Directors or stockholders of Digital or Sublicensee shall approve an agreement or plan providing for Digital or Sublicensee to be merged, consolidated or otherwise combined with, or for all or substantially all its assets or stock to be acquired by, another entity, as a consequence of which the former stockholders of Digital or Sublicensee will own, immediately after such merger, consolidation, combination or acquisition, (i) in the case of Digital, less than a majority of the directors when still Voting Power of such surviving or acquiring entity or the parent thereof or (ii) in office who either were directors at the beginning case of Sublicensee, less than all of the period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority Voting Power of the Board; or (C) the consummation of (1) a merger or consolidation of First Busey with any other corporation, other than a merger or consolidation that would result in the voting securities of First Busey outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than fifty percent (50%) of the total voting power represented by the voting securities of First Busey or such surviving or acquiring entity outstanding immediately after such merger or consolidationthe 100% parent thereof; or (f) The Board of Directors or (2) a complete stockholders of Digital or Sublicensee shall approve any liquidation or dissolution of, or an agreement for the sale or other disposition of all or substantially all of the assets of, First Busey. (ii) Notwithstanding Section 5(d)(i), of Digital or Sublicensee or any distribution to security holders of assets of Digital or Sublicensee having a Change in Control shall not be deemed value equal to have occurred if Executive agrees in writing that 30% or more or the transaction total value of all the assets of Digital or event in question does not constitute a Change in Control for the Sublicensee. For purposes of this Agreement.Section 8.3, the following terms shall have the following meanings:

Termination Upon Change in Control. Following a Change in Control, this Agreement and Executive’s employment hereunder may be terminated in accordance with Section 5(a4(a), (b), or (c) by delivering written notice of termination to the other Party no less than thirty (30) days before the Termination Date. (i) A “Change in Control” shall be deemed to have occurred upon the first to occur of the following: (A) any “person” (within the meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934 (the “1934 Act”)), other than a trustee or other fiduciary holding securities under an employee benefit plan of First Busey or a corporation owned directly or indirectly by the stockholders of First Busey in substantially the same proportions as their ownership of stock of First Busey, is or becomes a “beneficial owner” (within the meaning of Rule 13d-3 of the 1934 Act), directly or indirectly, of securities representing more than fifty percent (50%) of the combined voting power of the then outstanding voting securities of First Busey; (B) during any period of twelve (12) consecutive months, the individuals who at the beginning of such period constitute the Board (and any new director whose election by the Board or nomination for election by First Busey’s stockholders was approved by a vote of at least a majority of the directors when still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board; or (C) the consummation of (1) a merger or consolidation of First Busey with any other corporation, other than a merger or consolidation that would result in the voting securities of First Busey outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than fifty percent (50%) of the total voting power represented by the voting securities of First Busey or such surviving entity outstanding immediately after such merger or consolidation; or (2) a complete liquidation or dissolution of, or an agreement for the sale or other disposition of all or substantially all of the assets of, First Busey. (ii) Notwithstanding Section 5(d)(i4(d)(i), a Change in Control shall not be deemed to have occurred if Executive agrees in writing that the transaction or event in question does not constitute a Change in Control for the purposes of this Agreement.