Common use of Termination Upon or Following a Change of Control Clause in Contracts

Termination Upon or Following a Change of Control. (a) For the purposes of this Agreement, a "Change of Control" of the Association shall be (i) an event of a nature that results in a Change of Control of the Association within the meaning of the Home Owners' Loan Act of 1933 and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency), as in effect on the date hereof (provided that in applying the definition of a Change of Control as set forth under the Rules and Regulations of the OTS, the Board of Directors shall substitute its judgment for that of the OTS), or (ii) a Change of Control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), without regard to whether or not such regulation actually applies; provided that, without limitation, such a Change of Control shall be deemed to have occurred if (A) any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act in effect on the date first above written), other than the Association or any person who on the date hereof is a director or officer of the Association, becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Association (not including any securities acquired directly from the Association or its affiliates other than in connection with the acquisition by the Association or its affiliates of a business) representing 20% or more of the combined voting power in the election of directors of the Association's then outstanding securities, (B) during any period of not more than two consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Association together with any new director (other than a director whose initial assumption of office is in connection with any actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Association whose appointment or election by the Board of Directors of the Association or nomination for election by the Association's stockholders was approved or recommended by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors on the date hereof or whose appointment, election or nomination for election was previously so approved or recommended, cease for any reason to constitute at least a majority thereof, (C) the stockholders of the Holding Company or the Association approve a merger or consolidation of the Association with any other corporation, other than (i) a merger or consolidation which would result in the voting securities of the Association's outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) at least 60% of the combined voting power in the election of directors of the securities of the Association or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation, or (ii) a merger or consolidation effected to implement a recapitalization of the Association (or similar transaction) in which no "person" is or becomes the "beneficial owner," directly or indirectly, of securities of the Association (not including in the securities "beneficially owned" by such "person" any securities acquired directly from the Association or its affiliates other than in connection with the acquisition by the Association or its affiliates of a business) representing 20% or more of the combined voting power in the election of directors of the Association's then outstanding securities; or (D) the stockholders of the Association approve a plan of complete liquidation or dissolution of the Association or an agreement for the sale or disposition by the Association of all or substantially all of the Association's assets, other than a sale or disposition by the Association of all or substantially all of the Association's assets to an entity which assumes the obligations set forth in this Agreement, and at least 60% of the combined voting power in the election of directors of the voting securities of which are owned by stockholders of the Association in substantially the same proportions as their ownership of the Association any immediately prior to such sale.

Termination Upon or Following a Change of Control. (a) For the purposes of this Agreement, a "Change of Control" of the Association Holding Company shall be (i) an event of a nature that results in a Change of Control of the Association or the Holding Company within the meaning of the Home Owners' Loan Act of 1933 and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency), as in effect on the date hereof (provided that in applying the definition of a Change of Control as set forth under the Rules and Regulations of the OTS, the Board of Directors shall substitute its judgment for that of the OTS), or (ii) a Change of Control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), without regard to whether or not such regulation actually applies; provided that, without limitation, such a Change of Control shall be deemed to have occurred if (A) any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act in effect on the date first above written), other than the Association Holding Company or any person who on the date hereof is a director or officer of the AssociationHolding Company, becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Association Holding Company (not including any securities acquired directly from the Association Holding Company or its affiliates other than in connection with the acquisition by the Association Holding Company or its affiliates of a business) representing 20% or more of the combined voting power in the election of directors of the AssociationHolding Company's then outstanding securities, (B) during any period of not more than two consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Association Holding Company together with any new director (other than a director whose initial assumption of office is in connection with any actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Association Holding Company) whose appointment or election by the Board of Directors of the Association Holding Company or nomination for election by the AssociationHolding Company's stockholders was approved or recommended by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors on the date hereof or whose appointment, election or nomination for election was previously so approved or recommended, cease for any reason to constitute at least a majority thereof, (C) the stockholders of the Holding Company or the Association approve a merger or consolidation of the Holding Company or the Association with any other corporation, other than (i) a merger or consolidation which would result in the voting securities of the Association's Holding Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) at least 60% of the combined voting power in the election of directors of the securities of the Association Holding Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation, or (ii) a merger or consolidation effected to implement a recapitalization of the Association Holding Company (or similar transaction) in which no "person" is or becomes the "beneficial owner," directly or indirectly, of securities of the Association Holding Company (not including in the securities "beneficially owned" by such "person" any securities acquired directly from the Association Holding Company or its affiliates other than in connection with the acquisition by the Association Holding Company or its affiliates of a business) representing 20% or more of the combined voting power in the election of directors of the AssociationHolding Company's then outstanding securities; or (D) the stockholders of the Association Holding Company approve a plan of complete liquidation or dissolution of the Association Holding Company or an agreement for the sale or disposition by the Association Holding Company of all or substantially all of the AssociationHolding Company's assets, other than a sale or disposition by the Association Holding Company of all or substantially all of the AssociationHolding Company's assets to an entity which assumes the obligations set forth in this Agreement, and at least 60% of the combined voting power in the election of directors of the voting securities of which are owned by stockholders of the Association Holding Company in substantially the same proportions as their ownership of the Association any Holding Company immediately prior to such sale. A Change of Control of the Holding Company shall also include any event described in this section 5(a) if the term "Association" were substituted for the term "Holding Company" each time it appears herein. (b) Subject to sections 14 and 15, Executive shall be entitled to the payments and benefits contemplated by section 5(c) in the event of his termination of employment with the Holding Company following a Change of Control under any of the circumstances described in section 4(a) of this Agreement or under any of the following circumstances: (i) resignation, voluntary or otherwise, by Executive at any time during the term of this Agreement and within ninety (90) days following his demotion, loss of title, office or significant authority or responsibility, or following any material reduction in any element of his compensation and benefits; (ii) resignation, voluntary or otherwise, by Executive at any time during the term of this Agreement and within ninety (90) days following (A) any relocation of his principal place of employment outside of a 25-mile radius of the principal place of employment immediately prior to the Change of Control that would require a relocation of his residence in order to be able to commute to such new place of employment within a commuting time not in excess of the greater of 60 minutes or Executive's commuting time prior to the Change of Control or (B) any material adverse change in working conditions at such principal place of employment; or (iii) resignation, voluntary or otherwise, by Executive at any time during the term of this Agreement following the failure of any successor to the Holding Company in the Change of Control to include Executive in any compensation or benefit program maintained by it or covering any of its executive officers, unless Executive is already covered by a substantially similar plan of the Holding Company which is at least as favorable to him. (c) Upon the termination of Executive's employment with the Holding Company following a Change of Control under circumstances described in section 4(a) or section 5(b) of this Agreement, the Holding Company shall pay and provide to Executive (or, in the event of his death, to his estate): (i) his earned but unpaid compensation (including, without limitation, all items which constitute wages under applicable law and the payment of which is not otherwise provided for under this Section 4(b)) as of the date of the termination of his employment with the Holding Company, such payment to be made at the time and in the manner prescribed by law applicable to the payment of wages but in no event later than thirty (30) days after termination of employment; (ii) the benefits, if any, to which he is entitled as a former employee under the employee benefit plans and programs and compensation plans and programs maintained for the benefit of the Holding Company's officers and employees; (iii) continued group life, health (including hospitalization, medical and major medical), dental, accident and long-term disability insurance benefits, in addition to that provided pursuant to section 5(c)(ii), and after taking into account the coverage provided by any subsequent employer, if and to the extent necessary to provide for Executive, for a period of thirty-six (36) months after termination of Executive's employment (the "Payment Period"), coverage equivalent to the coverage to which he would have been entitled under such plans (as in effect on the date of his termination of employment, or, if his termination of employment occurs after a Change of Control, on the date of such Change of Control, whichever benefits are greater) if he had continued working for the Holding Company during the Payment Period at the highest annual rate of compensation achieved during that portion of the term of this Agreement which is prior to Executive's termination of employment with the Holding Company, it being understood that Executive's "qualifying event" for purposes of continuation coverage under COBRA shall occur at the expiration of this period; (iv) within five (5) days following his termination of employment with the Holding Company, a lump sum payment, in an amount equal to the salary that Executive would have earned if he had continued working for the Holding Company during the Payment Period at the highest annual rate of salary achieved during that portion of the term of this Agreement which is prior to Executive's termination of employment with the Holding Company. Such lump sum is to be paid in lieu of all other payments of salary provided for under this Agreement in respect of the period following any such termination; (v) within thirty (30) days following his termination of employment with the Holding Company, a lump sum payment in an amount equal to the excess, if any, of: (A) the present value of the aggregate benefits to which he would be entitled under any and all qualified and non-qualified defined benefit pension plans maintained by, or covering employees of, the Holding Company, if he were 100% vested thereunder and had continued working for the Holding Company during the Payment Period, such benefits to be determined as of the date of termination of employment by adding to the service actually recognized under such plans an additional period equal to the Payment Period and by adding to the compensation recognized under such plans for the year in which termination of employment occurs all amounts payable under sections 5(c)(i), (iv) and (vi); over (B) the present value of the benefits to which he is actually entitled under such defined benefit pension plans as of the date of his termination; where such present values are to be determined using the mortality tables prescribed under section 415(b)(2)(E)(v) of the Code and a discount rate, compounded monthly equal to the annualized rate of interest prescribed by the Pension Benefit Guaranty Corporation for the valuation of immediate annuities payable under terminating single-employer defined benefit plans for the month in which the Executive's termination of employment occurs ("Applicable PBGC Rate"); and (vi) within five (5) days following termination of Executive's employment with the Holding Company, the payments that would have been made to Executive under any cash bonus or long-term or short-term cash incentive compensation plan maintained by, or covering employees of, the Holding Company if he had continued working for the Holding Company during the Payment Period and had earned in each calendar year that ends during the Payment Period a bonus in an amount equal to the highest annual bonus or incentive award actually paid to him in any calendar year ending during the three-year period ending on the date of termination of employment. The Holding Company and Executive hereby stipulate that the damages which may be incurred by Executive following any such termination of employment following a Change of Control are not capable of accurate measurement as of the date first above written and that the payments and benefits contemplated by this section 5 (c) constitute reasonable damages under the circumstances and shall be payable without any requirement of proof of actual damage and without regard to Executive's efforts, if any, to mitigate damages. The Holding Company and Executive further agree that the Holding Company may condition the payments and benefits (if any) due under sections 5(c)(iii), (iv), (v), and (vi) on the receipt of Executive's resignation from any and all positions which he holds as an officer, director or committee member with respect to the Holding Company or Association or any subsidiary or affiliate of either of them.

Termination Upon or Following a Change of Control. If there is a “Change of Control” (aas defined below) and the Employee’s employment is terminated by the Company without Cause or by the Employee with Good Reason prior to the expiration of the Term of this Agreement and “in anticipation of a Change of Control” (as hereinafter defined) or within two (2) years following a Change of Control, the words “two (2) years” shall replace the words “one (1) year” in clauses (iii) and (v) of Paragraph 6(b). For the purposes of this Agreement, a "Change of Control" of the Association shall be (i) an event of a nature that results in a Change of Control of the Association within the meaning of the Home Owners' Loan Act of 1933 and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency), as in effect on the date hereof (provided that in applying the definition of a Change of Control as set forth under the Rules and Regulations of the OTS, the Board of Directors shall substitute its judgment for that of the OTS), or (ii) a Change of Control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), without regard to whether or not such regulation actually applies; provided that, without limitation, such a Change of Control shall be deemed to have occurred if if: i. the stock of the Company ceases to be registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended; or ii. the stockholders of the Company approve a definitive agreement (A) any "person" (as such term is used in Sections 13(d) and 14(d) to merge or consolidate the Company with or into another corporation other than a majority-owned subsidiary of the Exchange Act in effect on Company, pursuant to which (x) the date first above written), other than Company is not the Association surviving or any person resulting entity or (y) the persons who on were the date hereof is a director or officer members of the Association, becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities Board prior to such approval do not represent a majority of the Association (not including any securities acquired directly from the Association or its affiliates other than in connection with the acquisition by the Association or its affiliates of a business) representing 20% or more of the combined voting power in the election of directors of the Association's then outstanding securitiessurviving, resulting or acquiring entity or the parent thereof, or (B) to sell or otherwise dispose of all or substantially all of the Company’s assets; or iii. during any period of not more than two (2) consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Association together with and any new director (other than a director whose initial assumption of office is in connection with any actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Association whose appointment or election by the Board of Directors of the Association or nomination for election by the Association's Company’s stockholders was approved or recommended by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors on at the date hereof beginning of such period or whose appointment, election or nomination for election was previously so approved or recommendedapproved, cease for any reason to constitute at least a majority thereof, (C) the stockholders of the Holding Company or the Association approve a merger or consolidation Board. For purposes of the Association with any other corporation, other than (i) a merger or consolidation which would result in the voting securities of the Association's outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) at least 60% of the combined voting power in the election of directors of the securities of the Association or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation, or (ii) a merger or consolidation effected to implement a recapitalization of the Association (or similar transaction) in which no "person" is or becomes the "beneficial owner," directly or indirectly, of securities of the Association (not including in the securities "beneficially owned" by such "person" any securities acquired directly from the Association or its affiliates other than in connection with the acquisition by the Association or its affiliates of a business) representing 20% or more of the combined voting power in the election of directors of the Association's then outstanding securities; or (D) the stockholders of the Association approve a plan of complete liquidation or dissolution of the Association or an agreement for the sale or disposition by the Association of all or substantially all of the Association's assets, other than a sale or disposition by the Association of all or substantially all of the Association's assets to an entity which assumes the obligations set forth in this Agreement, and at least 60% Employee’s termination of employment by the combined voting power Company without Cause or by Employee with Good Reason shall be treated as “in anticipation of a Change of Control” if such termination occurs during the election six-month period immediately preceding the date on which a Change of directors of the voting securities of which are owned by stockholders of the Association in substantially the same proportions as their ownership of the Association any immediately prior to such saleControl is consummated.