Common use of Change in Control Clause in Contracts

Change in Control. For purposes of this Agreement, a “Change in Control” shall be deemed to have occurred if (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 20% or more of the total voting power represented by the Company’s then outstanding Voting Securities, (ii) individuals who on the date of this Agreement are members of the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the members of the Board (provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board), or (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company’s assets.

Change in Control. For purposes of this Agreement, a “Change in Control” shall be deemed to have occurred if (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”amended), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange said Act), directly or indirectly, of securities of the Company representing 20% or more of the total voting power represented by the Company’s then outstanding Voting Securities, (ii) individuals who on the date of this Agreement are members of the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the members of the Board (provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board), or (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company’s assets.

Change in Control. For purposes of this Agreement, a “Change change in Controlcontrol” shall be deemed to have occurred if (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”amended), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange ActAct of 1934, as amended), directly or indirectly, of securities of the Company representing 20% or more of the total voting power represented by the Company’s then outstanding Voting Securities, voting securities; or (ii) during any period of two consecutive years, individuals who on at the date beginning of this Agreement are members such period constitute the Board and any new director whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds (2/3) of the Board (directors then still in office who either were directors at the “Incumbent Board”) beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the members of the Board (provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board), thereof; or (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which that would result in the Voting Securities voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities voting securities of the surviving entity) at least 80% of the total voting power represented by the Voting Securities voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, ; or (iv) the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) of all or substantially all of the Company’s assets.

Change in Control. Executive shall have the right to terminate his employment hereunder on or within six (6) months following a Change in Control. Such termination shall be deemed a termination for Good Reason hereunder. For purposes of this Agreement, a “Agreement "Change in Control” " shall be deemed to have occurred if mean that any of the following events has occurred: (iA) any “"person” (" or "group" of persons, as such term is terms are used in Sections 13(d) 13 and 14(d) 14 of the Securities Exchange Act of 1934, as amended (the “"Exchange Act”"), other than a trustee or other fiduciary holding securities under an any employee benefit plan sponsored by the Company, becomes the "beneficial owner", as such term is used in Section 13 of the Exchange Act, (irrespective of any vesting or waiting periods) of (I) Common Stock or any class of stock convertible into Common Stock and/or (II) Common OP Units or preferred units or any other class of units convertible into Common OP Units, in an amount equal to twenty (20%) percent or more of the sum total of the Common Stock and the Common OP Units (treating all classes of outstanding stock, units or other securities convertible into stock units as if they were converted into Common Stock or Common OP Units as the case may be and then treating Common Stock and Common OP Units as if they were a single class) issued and outstanding immediately prior to such acquisition as if they were a single class and disregarding any equity raise in connection with the financing of such transaction; (B) any Common Stock is purchased pursuant to a tender or exchange offer other than an offer by the Company; (C) the dissolution or liquidation of the Company or a corporation owned directly the consummation of any merger or indirectly by the stockholders consolidation of the Company in or any sale or other disposition of all or substantially all of its assets, if the same proportions as their ownership of stock of the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities shareholders of the Company representing 20% or more and unitholders of the total voting power represented by the Company’s then outstanding Voting SecuritiesPartnership taken as a whole and considered as one class immediately before such transaction own, immediately after consummation of such transaction, equity securities and partnership units possessing less than fifty (ii50%) individuals who on the date of this Agreement are members percent of the Board surviving or acquiring company and partnership taken as a whole; or (D) a turnover, during any two (2) year period, of the “Incumbent Board”) cease for any reason to constitute at least a majority of the members of the Board (providedBoard, however, that if without the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote consent of the remaining members of the Incumbent Board then still in office, such new member shall be considered as a member to the appointment of the Incumbent Board), or (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company’s assetsnew Board members.

Change in Control. For purposes of this Agreement, a “Change in Control” shall be deemed to have occurred if mean the consummation of a reorganization, merger, consolidation, statutory share exchange or similar form of corporate transaction involving the Company or a subsidiary of the Company (ia “Reorganization”), or the sale or other disposition of all or substantially all of the Company’s assets (a “Sale”) any or the acquisition of assets or stock of another corporation or other entity (an “person” Acquisition”), unless immediately following such Reorganization, Sale or Acquisition: (A) all or substantially all of the individuals and entities who were the beneficial owners (as such term is used defined in Sections 13(d) Rule 13d-3 of the General Rules and 14(d) of Regulations under the Securities Exchange Act of 19341934 Act, as amended (the “Exchange ActBeneficial Owners”)), other respectively, of the outstanding Company Stock and the Company’s then outstanding securities eligible to vote for the election of directors (“Company Voting Securities”) immediately prior to such Reorganization, Sale or Acquisition beneficially own, directly or indirectly, more than 50% 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 entity resulting from or surviving such Reorganization, Sale or Acquisition (including, without limitation, an entity which as a trustee or other fiduciary holding securities under an employee benefit plan result of such transaction owns the Company or a corporation owned all or substantially all of the Company’s assets or stock either directly or indirectly by through one or more subsidiaries, the stockholders of the Company “Surviving Entity”) in substantially the same proportions as their ownership ownership, immediately prior to such Reorganization, Sale or Acquisition, of stock the outstanding Company Stock and the outstanding Company Voting Securities, as the case may be, and (B) no person (other than (x) the Company or any subsidiary of the Company, (y) the Surviving Entity or its ultimate parent entity, or (z) any employee benefit plan (or related trust) sponsored or maintained by any of the foregoing) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act)Beneficial Owner, directly or indirectly, of securities 50% or more of the Company representing 20total common stock or 50% or more of the total voting power represented by the Company’s then outstanding Voting Securities, (ii) individuals who on the date of this Agreement are members of the Board (the “Incumbent Board”) cease for any reason outstanding voting securities eligible to constitute at least a majority elect directors of the members of the Board (provided, however, that if the appointment or election (or nomination for election) Surviving Entity. A Change in Control shall not include a public offering of any new Board member was approved class or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board), or (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company’s assetsequity securities pursuant to a registration statement filed by the Company under the Securities and Exchange Act of 1933, as amended.

Change in Control. For purposes of this Agreement, a “Change in Control” shall mean, and shall be deemed to have occurred if if, on or after the date of this Agreement: (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)amended) or group acting in concert, other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company acting in such capacity or a corporation owned directly or indirectly by the stockholders shareholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange said Act), directly or indirectly, of securities of the Company representing 20more than 50% or more of the total voting power represented by the Company’s then outstanding Voting Securities, voting securities; (ii) during any period of two (2) consecutive years, individuals who on at the date beginning of this Agreement are members such period constitute the Board and any new director whose election by the Board or nomination for election by the Company’s shareholders was approved by a vote of at least two-thirds (2/3) of the Board (directors then still in office who either were directors at the “Incumbent Board”) beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the members of the Board (provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board), or thereof; (iii) the stockholders shareholders of the Company approve a merger or consolidation of the Company with any other corporation, corporation other than a merger or consolidation which would result in the Voting Securities voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities voting securities of the surviving entity) at least eighty percent (80% %) of the total voting power represented by the Voting Securities voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, ; or (iv) the stockholders shareholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of related transactions) all or substantially all of the Company’s assets.

Change in Control. For purposes of this Agreement, a “Change in Control” shall be deemed to have occurred if (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”amended), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange said Act), directly or indirectly, of securities of the Company representing 20% or more of the total voting power represented by the Company’s then outstanding Voting Securities, (ii) individuals who on the date of this Agreement are members of the Board of Directors of the Company (the “Incumbent Board”) cease for any reason to constitute at least a majority of the members of the Board of Directors of the Company (the “Board”) (provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board), or (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company’s assets.

Change in Control. For purposes of this Agreement, a “Change in Control” shall be deemed mean the occurrence of any of the following events subsequent to have occurred if the date of this Agreement: (i) the acquisition of control of the Company or the Bank as defined in the rules and regulations of the applicable banking regulators on the date hereof (provided that in applying the definition of Change in Control as set forth under the rules and regulations of the applicable banking regulators, the Board of Directors of Employers shall substitute its judgment for that of the applicable banking regulators); (ii) an event that would be required to be reported in response to Item 5.01(a) of the Current Report on Form 8-K pursuant to Sections 13 or 15(d) of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or any successor thereto, whether or not any class of securities of the Company is registered under the Exchange Act; (iii) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), after the date hereof, other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock any Affiliate of the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 2025% or more of the total combined voting power represented of the Company's then outstanding securities; (iv) the sale or other disposition of all or substantially all of the assets of the Company or the transfer by the Company of greater than 25% of the voting securities of the Company’s then outstanding Voting Securities; or (v) during any period of three consecutive years, (ii) individuals who on at the date beginning of this Agreement are members such period constitute the Board of Directors of the Board (the “Incumbent Board”) Company cease for any reason to constitute at least a majority thereof, unless the election, or the nomination for election by stockholders, of each new director was approved by a vote of at least two-thirds of the members of the Board (provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board directors then still in office, such new member shall be considered as a member office who were directors at the beginning of the Incumbent Board), or (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company’s assetsperiod.

Change in Control. For purposes of this Agreement, a “A Change in Control” Control of the Corporation shall be deemed to have occurred if (i) any “personPerson” (as such term is used in Sections Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), ) (other than a the Corporation, any trustee or other fiduciary holding securities under an employee benefit plan of the Company Corporation, or a any corporation owned owned, directly or indirectly indirectly, by the stockholders of the Company Corporation in substantially the same proportions as their ownership of stock of the CompanyCorporation), is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company Corporation representing 20more than 50% or more of the total combined voting power represented by of the CompanyCorporation’s then outstanding Voting Securitiessecurities, (ii) during any 12-month period (not including any period prior to the execution of this Agreement), individuals who on at the date beginning of such period constituted the Board, and any new director (other than a director designated by a person who has entered into an agreement with the Corporation to effect a transaction described in subclauses (i), (iii) or (iv) of this Agreement are paragraph) whose election by the Board or nomination for election by the Corporation’s stockholders was approved by a vote of at least 66-2/3% of the members of the Board (then still in office who either were directors at the “Incumbent Board”) beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the members of the Board (providedthereof, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board), or (iii) the Corporation’s stockholders of the Company approve a merger or consolidation of the Company Corporation with any other corporation, other than (A) a merger or consolidation which would result in the Voting Securities voting securities of the Company Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities voting securities of the surviving entity) at least 80more than 50% of the total combined voting power represented by the Voting Securities of the Company voting securities of the Corporation or such surviving entity outstanding immediately after such merger or consolidationconsolidation or (B) a merger or consolidation effected to implement a recapitalization of the Corporation (or similar transaction) in which no “person” (as defined above) acquires more than 50% of the combined voting power of the Corporation’s then outstanding securities, or (iv) the stockholders of the Company Corporation approve a plan of complete liquidation of the Company Corporation or an agreement for the sale or disposition by the Company Corporation of (in one transaction or a series of transactions) all or substantially all of the CompanyCorporation’s assets.

Change in Control. a. For purposes of this Agreementletter, a “Change "change in Control” control" of the Company shall be deemed to have occurred if occur as of the date on which: (i) any “person” a person or entity or group of persons or entities, acting in concert (as such term "Person") shall, in a transaction in which the Company is used in Sections 13(d) and 14(d) not a party, become the direct or indirect beneficial owner (within the meaning of Rule 13d-3 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, from time to time) of securities of the Company representing 20% fifty-one percent (51%) or more of the total combined voting power represented by of the Company’s then issued and outstanding Voting Securities, common stock of the Company (a "Majority Owner") or (ii) individuals the majority of the Company's Board of Directors is no longer comprised of the incumbent Directors who constitute the Board of Directors on the date of this Agreement are members letter and any other individual(s) who becomes a Director subsequent to the date of this letter whose initial election or nomination for election as a Director, as the Board (the “Incumbent Board”) cease for any reason to constitute case may be, was approved by at least a majority of the members Directors who comprise the incumbent Directors as of the Board date of such election or nomination ("Incumbent Directors"); provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote composition of the members Company's Board of Directors changes after or in conjunction with a transaction to which the Company is a party that results in a Person becoming a Majority Owner then, for purposes of this Paragraph 2.a., and notwithstanding the approval of the majority of the Incumbent Board then still Directors, a change in officecontrol will be deemed to have taken place if, such new member shall be considered as and on the date that, there is a member change in more than one-third (1/3) of the Incumbent Board), Board of Directors during the twelve (12) month period following such a transaction or in more than one-half (iii1/2) the stockholders of the Company approve Board of Directors during the twenty-four (24) month period following such a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company’s assetstransaction.

Change in Control. For purposes of this Agreement, a “the term ----------------- "Change in Control” " shall be deemed to have occurred if mean (i) any “"person” (" as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended 1934 (the “Exchange "Act”), ") (other than a the Company, any trustee or other fiduciary holding securities under an any employee benefit plan of the Company Company, or a corporation owned any company owned, directly or indirectly indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of common stock of the Company), is or becomes becoming the “"beneficial owner” " (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 20% twenty-five percent (25%) or more of the total combined voting power represented of the Company's then outstanding securities; (ii) during any period of two (2) consecutive years, individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in clause (i), (iii), or (iv) of this paragraph or a director whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11 promulgated under the Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than a member of the Board) whose election by the Board or nomination for election by the Company’s then outstanding Voting Securities, (ii) individuals who on the date 's shareholders was approved by a vote of this Agreement are members at least two-thirds of the Board directors then still in office who either were directors at the beginning of the two (the “Incumbent Board”2) year period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the members of the Board (provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board), or ; (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the Voting Securities voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities voting securities of the surviving entity) at least 80% more than fifty percent (50%) of the total combined voting power represented by of the Voting Securities voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; provided, however, that a merger or the stockholders consolidation effected to implement a recapitalization of the Company approve (or similar transaction) in which no person (other than those covered in the exceptions in (i) above) acquires more than twenty-five percent (25%) of the combined voting power of the Company's then outstanding securities shall not constitute a Change in Control; or (iv) approval by the shareholders of the Company of a plan of complete liquidation of the Company or an agreement for the closing of the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company’s assets's assets other than the sale of all or substantially all of the assets of the Company to a person or persons who beneficially own, directly or indirectly, at least fifty percent (50%) or more of the combined voting power of the outstanding voting securities of the Company at the time of the sale.

Change in Control. No compensation shall be payable under this Agreement unless and until (a) there shall have been a Change in Control of the Company, while the Executive is still an employee of the Company and (b) the Executive's employment by the Company thereafter shall have been terminated in accordance with Section 3. For purposes of this Agreement, a “Change in Control” Control of the Company shall be deemed to have occurred if (i) there shall be consummated (x) any “person” consolidation or merger of the Company in which the Company is not the continuing or surviving corporation or pursuant to which shares of the Company's Common Stock would be converted into cash, securities or other property, other than a merger of the Company in which the holders of the Company's Common Stock immediately prior to the merger have the same proportionate ownership of common stock of the surviving corporation immediately after the merger, or (y) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of the Company, or (ii) the stockholders of the Company approved any plan or proposal for the liquidation or dissolution of the Company, or (iii) any person (as such term is used in Sections 13(d) and 14(d14(d)(2) of the Securities Exchange Act of 1934, as amended (the “"Exchange Act”")) (hereinafter an "Acquiring Person"), other than a trustee or other fiduciary holding securities under an employee benefit plan shall become the beneficial owner (within the meaning of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, ) (hereinafter "Beneficial Owner") of securities of the Company representing 20% or more of the total combined voting power represented by of the Company’s 's then outstanding Voting Securitiessecurities, or (iiiv) during any period of two consecutive years, individuals who on at the date beginning of this Agreement are members such period constitute the entire Board of the Board (the “Incumbent Board”) Directors shall cease for any reason to constitute a majority thereof unless the election, or the nomination for election by the Company's stockholders, of each new director was approved by a vote of at least a majority two-thirds of the members of the Board (provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board directors then still in office, such new member shall be considered as a member office who were directors at the beginning of the Incumbent Board), or (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company’s assetsperiod.

Change in Control. For purposes Subject to any restrictions in that certain Merger and Share Exchange Agreement dated as of January 8, 2014 by and among Infinity Cross Border Acquisition Corporation, Gxxxx Acquisition Corporation, Gxxxx Merger Subsidiary, Inc., Gxxxx Energy Inc. (now known as Gxxxx Energy Technology Inc.) and Infinity-C.S.V.C. Management Ltd. and that certain Termination and Release Agreement dated as of even date herewith by and between Executive and Gxxxx Energy Technology Inc., in the event of a Change in Control, 50 percent of Executive’s then-unvested restricted shares of stock of the Company will accelerate and vest in full and 50 percent of the Executive’s then-unvested options for purchase of shares of stock of the Company will accelerate, vest in full and become fully exercisable and if this AgreementAgreement is not assumed, a and Executive’s employment is not continued, by the resulting, surviving or successor entity from such Change in Control (“Successor”), and the then-remaining unvested shares of restricted stock and unvested and options for purchase of shares of stock of the Company are not replaced with incentive grants with similar value and terms in the Successor (“Replacement Grants”), or if Executive is terminated without Cause or resigns for Good Reason within 12 months of such Change in Control, then the remainder of the Executive’s restricted shares of stock of the Company and options for purchase of shares of stock of the Company and all Replacement Grants, if applicable, will accelerate and immediately vest in full. The term “Change in Control” shall be deemed to have occurred if mean (i) any “person” (as such term is used in Sections 13(d) and 14(d) the sale of all or substantially all of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than a trustee or other fiduciary holding securities under an employee benefit plan assets of the Company and its subsidiaries on a consolidated basis to an unrelated person or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 20% or more of the total voting power represented by the Company’s then outstanding Voting Securitiesentity, (ii) individuals who on a merger, reorganization or consolidation in which the date of this Agreement Company’s outstanding equity interests are members converted into or exchanged for securities of the Board (successor entity and the “Incumbent Board”) cease for any reason holders of the Company’s outstanding voting power immediately prior to constitute such transaction do not own at least a majority of the members outstanding voting power of the Board (provided, however, that if the appointment or election (or nomination for election) successor entity immediately upon completion of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board)transaction, or (iii) prior to the stockholders effective date of registration of the Company approve a merger or consolidation sale of any of its securities pursuant to the Securities Act of 1933, as amended, the Company with any other corporation, other than a merger or consolidation which would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all effecting the issuance of voting securities to one or substantially all more persons or entities not then an affiliate of Company, resulting in shareholders of Company prior to any such transaction(s) not retaining at least 51 percent of the Company’s assetsissued and outstanding voting securities of the Company following the transaction(s).

Change in Control. For purposes of this Agreement, a “Change in Control” shall be deemed mean the occurrence of any of the following events subsequent to have occurred if the date of this Agreement: (i) the acquisition of control of the Company or the Bank as defined in the rules and regulations of the applicable banking regulators on the date hereof (provided that in applying the definition of Change in Control as set forth under the rules and regulations of the applicable banking regulators, the Board of Directors of the Bank shall substitute its judgment for that of the applicable banking regulators); (ii) an event that would be required to be reported in response to Item 5.01(a) of the Current Report on Form 8-K pursuant to Sections 13 or 15(d) of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or any successor thereto, whether or not any class of securities of the Company is registered under the Exchange Act; (iii) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), after the date hereof, other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock any Affiliate of the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 2025% or more of the total combined voting power represented of the Company's then outstanding securities; (iv) the sale or other disposition of all or substantially all of the assets of the Company or the transfer by the Company of greater than 25% of the voting securities of the Company’s then outstanding Voting Securities; or (v) during any period of three consecutive years, (ii) individuals who on at the date beginning of this Agreement are members such period constitute the Board of Directors of the Board (the “Incumbent Board”) Company cease for any reason to constitute at least a majority thereof, unless the election, or the nomination for election by stockholders, of each new director was approved by a vote of at least two-thirds of the members of the Board (provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board directors then still in office, such new member shall be considered as a member office who were directors at the beginning of the Incumbent Board), or (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company’s assetsperiod.

Change in Control. For purposes of this Agreement, a “Change in Control” shall be deemed to have occurred if (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 20% or more of the total voting power represented by the Company’s then outstanding Voting SecuritiesSecurities (as defined below), (ii) individuals who on the date of this Agreement are members of the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the members of the Board (provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board), or (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company’s assets.

Change in Control. For purposes of this Agreement, a “the term "Change in Control” " shall be deemed to have occurred if mean (i) any “"person” (" as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended 1934 (the “Exchange "Act”), ") (other than a the Company, any trustee or other fiduciary holding securities under an any employee benefit plan of the Company Company, or a corporation owned any company owned, directly or indirectly indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of common stock of the Company), is or becomes becoming the “"beneficial owner” " (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 20% twenty-five percent (25%) or more of the total combined voting power represented of the Company's then outstanding securities; (ii) during any period of two (2) consecutive years, individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in clause (i), (iii), or (iv) of this paragraph or a director whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11 promulgated under the Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than a member of the Board) whose election by the Board or nomination for election by the Company’s then outstanding Voting Securities, (ii) individuals who on the date 's shareholders was approved by a vote of this Agreement are members at least two-thirds of the Board directors then still in office who either were directors at the beginning of the two (the “Incumbent Board”2) year period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the members of the Board (provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board), or ; (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the Voting Securities voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities voting securities of the surviving entity) at least 80% more than fifty percent (50%) of the total combined voting power represented by of the Voting Securities voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; provided, however, that a merger or the stockholders consolidation effected to implement a recapitalization of the Company approve (or similar transaction) in which no person (other than those covered in the exceptions in (i) above) acquires more than twenty-five percent (25%) of the combined voting power of the Company's then outstanding securities shall not constitute a Change in Control; or (iv) approval by the shareholders of the Company of a plan of complete liquidation of the Company or an agreement for the closing of the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company’s assets's assets other than the sale of all or substantially all of the assets of the Company to a person or persons who beneficially own, directly or indirectly, at least fifty percent (50%) or more of the combined voting power of the outstanding voting securities of the Company at the time of the sale.

Change in Control. For purposes of this Agreement, a “Change in Control” shall be deemed to have occurred if (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 20% or more of the total voting power represented by the Company’s then outstanding Voting Securities, (ii) individuals who on the date of this Agreement are members of the Company’s Board of Directors (the “Board of Directors” and altogether, the “Incumbent Board”) cease for any reason to constitute at least a majority of the members of the Board (provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board), or (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company’s assets.

Change in Control. For purposes of this Agreement, a “Change in Control” shall be deemed to have occurred if means (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”amended), other than a Subsidiary or a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the CompanySubsidiary, is or becomes the “beneficial ownerBeneficial Owner” (as defined in Rule 13d-3 under the Exchange said Act), directly or indirectly, of securities of the Company representing 2050% or more of the total voting power represented by the Company’s then outstanding Voting Securitiescapital stock (provided, however, that following the consummation of a firmly underwritten initial public offering registered under the Securities Act of 1933, as amended, of the Company’s capital stock, a person’s becoming the Beneficial Owner, directly or indirectly, of securities representing more than 50% of the total voting power represented by the Company’s then outstanding capital stock shall not be a Change in Control if such person has become such owner by becoming the Beneficial Owner of shares of the Company’s Class B Common Stock) or (ii) during any period of two consecutive years, individuals who on at the date beginning of this Agreement are members such period constitute the Board and any new director whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds (2/3) of the Board (directors then still in office who either were directors at the “Incumbent Board”) beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the members of the Board (provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board)thereof, or (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which that would result in the Voting Securities outstanding capital stock of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities capital stock of the surviving entity) at least 8050% of the total voting power represented by the Voting Securities capital stock of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) of all or substantially all of the Company’s assets.

Change in Control. For purposes of this Agreement, a The term “Change in Control” of Employer shall mean a change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934 as in effect on the date of this Agreement or, if Item 6(e) is no longer in effect, any regulations issued by the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934 that serve similar purposes; provided that, without limitation, such a Change in Control shall be deemed to have occurred if and when (i) any “person” person (as such term is used in Sections 13(d) and 14(d14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or ) becomes the “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act), Act of 1934) directly or indirectly, indirectly of equity securities of the Company Employer representing 20% 20 percent or more of the total combined voting power represented of Employer’s then-outstanding equity securities, except that this provision shall not apply to any person currently owning at least five percent or more of the combined voting power of Employer’s currently outstanding equity securities or to an acquisition of up to 20 percent of the then-outstanding voting securities that has been approved by at least 75 percent of the Company’s then outstanding Voting Securities, (ii) individuals who on the date of this Agreement are members of the Board of Directors who are not affiliates or associates of such person; (ii) during the period of this Agreement, individuals who, at the beginning of such period, constituted the Board of Directors of Employer (the “Incumbent BoardOriginal Directors”) ), cease for any reason to constitute at least a majority of thereof unless the members of the Board (provided, however, that if the appointment or election (or nomination for election) election of any each new Board member director was approved or recommended (an “Approved Director”) by a majority the vote of the members a Board of the Incumbent Board then still in office, such new member shall be considered as a member Directors constituted entirely of the Incumbent Board), or Original Directors and/or Approved Directors; (iii) a tender offer or exchange offer is made whereby the stockholders effect of such offer is to take over and control Employer, and such offer is consummated for the equity securities of Employer representing 20 percent or more of the Company approve combined voting power of Employer’s then-outstanding voting securities; (iv) Employer is merged, consolidated, or enters into a merger reorganization transaction with another person and, as the result of such merger, consolidation, or consolidation reorganization, less than 75 percent of the Company with any other corporation, other than a merger or consolidation which would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities equity securities of the surviving entity) at least 80% of or resulting person shall then be owned in the total voting power represented aggregate by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the former stockholders of the Company approve a plan of complete liquidation of the Company Employer; or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactionsv) all or Employer transfers substantially all of the Companyits assets to another person or entity that is not a wholly owned subsidiary of Employer. Sales of Employer’s assetsCommon Stock beneficially owned or controlled by Employee shall not be considered in determining whether a Change in Control has occurred.

Change in Control. For purposes of this Agreement, a “Change in Control” shall be deemed to have occurred if means the consummation of any of the following transactions: (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, amended) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange said Act), directly or indirectly, of securities of the Company representing 2050% or more of the total voting power represented by the Company’s then outstanding Voting Securities, voting securities; or (ii) individuals who on a change in the date of this Agreement are members composition of the Board (the “Incumbent Board”) cease for any reason to constitute at least occurring within a two-year period, as a result of which fewer than a majority of the members of the Board directors are Incumbent Directors (provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Boarddefined below), ; or (iii) the stockholders date of the Company approve consummation of a merger or consolidation of the Company with any other corporationcorporation that has been approved by the shareholders of the Company, other than a merger or consolidation which would result in the Voting Securities voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities voting securities of the surviving entity) at least 80more than 50% of the total voting power represented by the Voting Securities voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders shareholders of the Company approve a plan of complete liquidation of the Company Company; or an agreement for (iv) the date of the consummation of the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company’s assets. Notwithstanding the foregoing, a transaction shall not constitute a “Change in Control” unless it also constitutes a “change in control event,” as defined in Treasury Regulation §1.409A-3(i)(5). “Incumbent Directors” will mean directors who either (A) are directors of the Company as of the date of this Agreement, or (B) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the Incumbent Directors at the time of such election or nomination (but will not include an individual whose election or nomination is in connection with an actual or threatened proxy contest relating to the election of directors to the Company).

Change in Control. No compensation shall be payable under this Agreement unless and until (a) there has been a Change in Control of the Company while the Executive is still an employee of the Company and (b) the Executive's employment by the Company terminates in the circumstances specified in Section 3(a). For purposes of this Agreement, a “"Change in Control” " of the Company shall be deemed to have occurred if (i) there shall be consummated (x) any “person” consolidation or merger of the Company in which the Company is not the continuing or surviving corporation or pursuant to which shares of the Company's Common Stock would be converted into cash, securities or other property, other than a consolidation or merger of the Company in which the holders of the Company's Common Stock immediately prior to the consolidation or merger have substantially the same proportionate ownership of at least 65% of common stock of the surviving corporation immediately after the consolidation or merger, or (y) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of the Company other than to a corporation in which the holders of the Company's Common Stock immediately prior to such transaction have substantially the same proportionate ownership of at least 65% of the common stock of such corporation, or (ii) the stockholders of the Company approve any plan or proposal for the liquidation or dissolution of the Company, or (iii) any person (as such term is used in Sections 13(d) and 14(d14(d)(2) of the Securities Exchange Act of 1934, as amended (the “"Exchange Act”")), other than a trustee or other fiduciary holding securities under an employee benefit plan shall become the beneficial owner (within the meaning of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, ) of securities more than 35% of the Company representing 20% Company's outstanding shares of Common Stock, or more (iv) during any period of two consecutive years during the term of this Agreement, individuals who at the beginning of the total voting power represented two year period constituted the entire Board do not for any reason constitute a majority thereof unless the election, or the nomination for election by the Company’s then outstanding Voting Securities's stockholders, (ii) individuals who on the date of this Agreement are members each new director was approved by a vote of at least five-eighths of the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the members of the Board (provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board directors then still in office, such new member shall be considered as a member office who were directors at the beginning of the Incumbent Board), or (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company’s assetsperiod.

Change in Control. For purposes of this Agreement, a “Change in Control” shall be deemed to have occurred if mean: (i) if any “person” (or “group” as such term is those terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than a trustee ) or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Companyany successors thereto, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange ActAct or any successor thereto), directly or indirectly, of securities of the Company representing 2050% or more of the total combined voting power represented by of the Company’s then outstanding Voting Securitiessecurities, provided, that the acquisition of additional securities by any person or group that owns 50% or more of the voting power prior to such acquisition of additional securities shall not be a Change in Control; (ii) during any 12-month period, individuals who on at the date beginning of this Agreement are members such period constitute the Board and any new directors whose election by the Board or nomination for election by the Company’s shareholders was approved by at least a majority of the Board (directors then still in office who either were directors at the “Incumbent Board”) beginning of the period or whose election was previously so approved, cease for any reason to constitute at least a majority of the members of the Board (provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board), or thereof; (iii) the stockholders shareholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation (x) which would result in all or a portion of the Voting Securities voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities voting securities of the surviving entity) at least 80more than 50% of the total combined voting power represented by of the Voting Securities voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, consolidation or (y) by which the stockholders corporate existence of the Company is not affected and following which the Company’s chief executive officer and directors retain their positions with the Company (and constitute at least a majority of the Board) and such merger or consolidation is consummated; or (iv) the shareholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company’s assetsassets and such sale or disposition is consummated.

Change in Control. For purposes of this Agreement, a “A Change in Control” shall be deemed to have occurred if (i) Control is defined as any one of the following occurrences: Any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended 1934 (the “Exchange Act”)), other becomes the “beneficial owner” (as such term is defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the total fair market value or total combined voting power of the Company’s then-outstanding securities entitled to vote generally in the election of directors; provided, however, that a Change in Control shall not be deemed to have occurred if such degree of beneficial ownership results from any of the following: (A) an acquisition of securities by any person who on the Effective Date is the beneficial owner of more than fifty percent (50%) of such voting power, (B) any acquisition of securities directly from the Company, including, without limitation, pursuant to or in connection with a public offering of securities, (C) any acquisition of securities by the Company, (D) any acquisition of securities by a trustee or other fiduciary holding securities under an employee benefit plan of the Company Company, or a corporation (E) any acquisition of securities by an entity owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock the voting securities of the Company, is ; or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly sale or indirectly, disposition of securities all or substantially all of the Company representing 20% or more of the total voting power represented by the Company’s then outstanding Voting Securities, assets (ii) individuals who on the date of this Agreement are members other than a sale or disposition to one or more subsidiaries of the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the members of the Board (provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent BoardCompany), or (iii) the stockholders of any transaction having similar effect is consummated; or the Company approve is party to a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result that results in the Voting Securities holders of voting securities of the Company outstanding immediately prior thereto continuing failing to continue to represent (either by remaining outstanding or by being converted into Voting Securities voting securities of the surviving entity) at least 80more than 50% of the total combined voting power represented by of the Voting Securities voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, ; or the stockholders of the Company approve a plan of complete dissolution or liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company’s assets.

Change in Control. (a) For purposes of this Agreement, a “Change in Control” "CHANGE IN CONTROL" of the Company shall be deemed to have occurred if upon (i) the acquisition at any “person” time by a "PERSON" or "GROUP" (as such that term is used in Sections 13(d) and 14(d14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”"EXCHANGE ACT")) (excluding, other than a trustee for this purpose, the Company or other fiduciary holding securities under an any of its subsidiaries, any employee benefit plan of the Company or any of its subsidiaries, an underwriter temporarily holding securities pursuant to such securities, or a corporation owned owned, directly or indirectly indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the “) of beneficial owner” ownership (as defined in Rule 13d-3 under the Exchange Act), ) directly or indirectly, of securities of the Company representing 2025% or more of the total combined voting power represented by in the election of directors of the then-outstanding securities of the Company or any successor of the Company’s then outstanding Voting Securities, ; (ii) individuals who on the date termination of this Agreement are members of the Board (the “Incumbent Board”) cease service as directors, for any reason to constitute other than death, disability or retirement from the Board, during any period of two consecutive years or less, of individuals who at least the beginning of such period constituted a majority of the members Board, unless the election of the Board (provided, however, that if the appointment or election (or nomination for election) election of any each new Board member director during such period was approved or recommended by a majority vote of the members at least two-thirds of the Incumbent Board then directors still in office, such new member shall be considered as a member office who were directors at the beginning of the Incumbent Board), or period; (iii) approval by the stockholders of the Company approve a merger or consolidation of liquidation of the Company with any other corporation, other than a merger or consolidation which would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent Company; (either iv) approval by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan and consummation of complete liquidation any sale or disposition, or series of related sales or dispositions, of 50% or more of the assets or earning power of the Company; or (v) approval by the stockholders of the Company and consummation of any merger or an agreement for the sale consolidation or disposition by statutory share exchange to which the Company is a party as a result of (in one transaction or a series of transactions) all or substantially all which the persons who were stockholders of the Company’s assetsCompany immediately prior to the effective date of the merger or consolidation or statutory share exchange shall have beneficial ownership of less than 50% of the combined voting power in the election of directors of the surviving corporation following the effective date of such merger or consolidation or statutory share exchange.

Change in Control. For purposes of this Agreement, a “Change in Control” shall be deemed to have occurred if is defined as the occurrence of any of the following events: (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (amended, the “Exchange Act”), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or ) becomes the “beneficial owner” (as defined in Rule 13d-3 under of the Exchange Act), directly or indirectly, of securities of the Company representing 20% or more than fifty percent (50%) of the total voting power represented by the Company’s then then-outstanding Voting Securities, (ii) individuals who on the date of this Agreement are members of the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the members of the Board (voting securities; provided, however, that if for purposes of this subclause (i) the appointment or election acquisition of additional securities by any one Person who is considered to own more than fifty percent (or nomination for election50%) of any new Board member was approved or recommended by a majority vote the total voting power of the members securities of the Incumbent Board then still in office, such new member shall Company will not be considered as a member Corporate Transaction; (ii) the consummation of the Incumbent Board), sale or disposition by the Company of all or substantially all of the Company’s assets; (iii) the stockholders consummation of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the Voting Securities voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities voting securities of the surviving entityentity or its parent) at least 80% fifty percent (50%) of the total voting power represented by the Voting Securities voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation, or ; (iv) any other transaction which qualifies as a “corporate transaction” under Section 424(a) of the Code wherein the stockholders of the Company approve a plan give up all of complete liquidation of their equity interest in the Company or an agreement (except for the acquisition, sale or disposition by the Company transfer of (in one transaction or a series of transactions) all or substantially all of the outstanding shares of the Company’s assets) or (v) a change in the effective control of the Company that occurs on the date that a majority of members of the Board is replaced during any twelve (12) month period by member of the Board whose appointment or election is not endorsed by as majority of the members of the Board prior to the date of the appointment or election. For purpose of this subclause (v), if any Person is considered to be in effective control of the Company, the acquisition of additional control of the Company by the same Person will not be considered a Corporate Transaction. For purposes of this definition, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company. Notwithstanding the foregoing, a transaction will not be deemed a Corporate Transaction unless the transaction qualifies as a change in control event within the meaning of Code Section 409A, as it has been and may be amended from time to time, and any proposed or final Treasury Regulations and IRS guidance that has been promulgated or may be promulgated thereunder from time to time.

Change in Control. Notwithstanding any vesting provisions identified in this Section 4, upon the occurrence of a "Change in Control" of the Company as defined herein, all unvested options granted pursuant to this Section 4 shall immediately vest and become fully exercisable and remain exercisable throughout their entire term. For purposes of this Agreement, a “the term "Change in Control” " shall be deemed to mean that any one of the following events shall have occurred if occurred: (i) a person, partnership, joint venture, corporation or other entity, or two or more of any “of the foregoing acting as a group (or a "person” (as such term is used in Sections 13(d) and 14(d" within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange "1934 Act”"), other than the Company, a trustee or other fiduciary holding securities under majority-owned subsidiary of the Company, an employee benefit plan (or related trust) of the Company or a corporation owned such subsidiary, (A) directly or indirectly by become(s) after the stockholders effective date of grant of the Company in substantially stock options hereunder the same proportions as their ownership of stock of the Company, is or becomes the “"beneficial owner” " (as defined in Rule 13d-3 13(d)(3) under the Exchange Act), directly or indirectly, 0000 Xxx) of securities of the Company representing 2015% or more of the total then outstanding voting power represented by stock of the Company or (B) makes a tender offer for 15% or more of the outstanding voting securities of the Company’s then outstanding Voting Securities, ; or (ii) individuals who on the date of this Agreement are members constitute a majority of the Board (of Directors at the “Incumbent Board”) cease for any reason to constitute effective date hereof, or individuals elected or nominated directly or indirectly by at least a majority of the members such current directors, no longer constitute a majority of the Company's Board (provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board), Directors'; or (iii) the stockholders Company enters into (A) a plan of complete liquidation of the Company approve or (B) an agreement for the sale or disposition of all or substantially all of the Company's assets (other than to a merger subsidiary of the Company); or consolidation (C) a merger, consolidation, or reorganization of the Company with or involving any other corporation, other than a merger merger, consolidation, or consolidation which reorganization that would result in the Voting Securities voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities voting securities of the surviving entity) at least 80% seventy-five percent (75%) of the total combined voting power represented by of the Voting Securities voting securities of the Company (or such surviving entity entity) outstanding immediately after such merger merger, consolidation or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company’s assetsreorganization.

Change in Control. For purposes of this Agreement, a “the term "Change in Control” " shall be deemed to have occurred if mean (i) any “"person” (" as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended 1934 (the “Exchange "Act”), ") (other than a the Company, any trustee or other fiduciary holding securities under an any employee benefit plan of the Company Company, or a corporation owned any company owned, directly or indirectly indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock Common Stock of the Company), is or becomes the “"beneficial owner” " (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 20% twenty-five percent (25%) or more of the total combined voting power represented of the Company's then outstanding securities; (ii) during any period of two (2) consecutive years (not including any period prior to the Commencement Date), individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in clause (i), (iii), or (iv) of this paragraph) whose election by the Board or nomination for election by the Company’s then outstanding Voting Securities, (ii) individuals who on the date 's stockholders was approved by a vote of this Agreement are members at least two-thirds of the Board (directors then still in office who either were directors at the “Incumbent Board”) beginning of the two-year period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the members of the Board (provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board), or ; (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the Voting Securities voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities voting securities of the surviving entity) at least 80% more than fifty percent (50%) of the total combined voting power represented by of the Voting Securities voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; provided, however, that a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no person acquires more than twenty-five percent (25%) of the combined voting power of the Company's then outstanding securities shall not constitute a Change in Control of the Company; or (iv) the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company’s assets's assets other than (x) the sale or disposition of all or substantially all of the assets of the Company to a person or persons who beneficially own, directly or indirectly, at least fifty percent (50%) or more of the combined voting power of the outstanding voting securities of the Company at the time of the sale or (y) pursuant to a spinoff type transaction, directly or indirectly, of such assets to the stockholders of the Company. In no event shall the Spinoff in and of itself constitute a Change in Control for purposes of this Agreement; provided, however, that the provisions of this Section 10 shall be operative immediately after consummation of the Spinoff.

Change in Control. For purposes of this Agreement, a “Change in Control” shall be deemed to have occurred if (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 20% or more of the total voting power represented by the Company’s then outstanding Voting Securities, ; (ii) individuals who on the date of this Agreement are members of the Company’s board of directors (the “Board (of Directors” and altogether, the “Incumbent Board”) cease for any reason to constitute at least a majority of the members of the Board of Directors (provided, however, that if the appointment or election (or nomination for election) of any new Board board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board), ; or (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company’s assets.

Change in Control. For purposes of this Agreement, a “Change in Control” means a change in control of the Company occurring after December 1, 2008, of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or in response to any similar item on any similar schedule or form) promulgated under the Securities Exchange Act of 1934 (the “Act”), whether or not the Company is then subject to such reporting requirement; provided, however, that, without limitation, such a Change in Control shall be deemed to have occurred if after December 1, 2008, (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), ) other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, Company is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 2015% or more of the total combined voting power represented by of the Company’s then outstanding Voting Securities, securities without the prior approval of at least two-thirds of the members of the board of directors of the Company in office immediately prior to such person attaining such percentage interest; (ii) individuals who on there occurs a proxy contest, or the date Company is a party to a merger, consolidation, sale of this Agreement are assets, plan of liquidation or other reorganization not approved by at least two-thirds of the members of the Board board of directors of the Company then in office, as a consequence of which members of the board of directors in office immediately prior to such transaction or event constitute less than a majority of the board of directors thereafter; or (iii) during any period of two consecutive years, other than as a result of an event described in clause (ii) of this subsection (c), individuals who at the “Incumbent Board”beginning of such period constituted the board of directors of the Company (including for this purpose any new director whose election or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of such period) cease for any reason to constitute at least a majority of the members board of the Board (provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board), or (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company’s assetsdirectors.

Change in Control. For purposes Notwithstanding the provisions of Section 2 "Right to Exercise Option" and Section 3 "Termination of Employment" of this Agreement, in the event of a “Change in Control” , any portion of this option that is then not exercisable shall become immediately exercisable. For purposes hereof, a "Change in Control" shall be deemed to have occurred if in the event of (i) a merger involving the Corporation in which the Corporation is not the surviving corporation (other than a merger with a wholly-owned subsidiary of the Corporation formed for the purpose of changing the Corporation's corporate domicile); (ii) a share exchange in which the shareholders of the Corporation exchange their stock in the Corporation for stock of another corporation (other than a share exchange in which all or substantially all of the holders of the voting stock of the Corporation, immediately prior to the transaction, exchange, on a pro rata basis, their voting stock of the Corporation for more than 50% of the voting stock of such other corporation); (iii) the sale of all or substantially all of the assets of the Corporation; or (iv) any “person” person or group of persons (as such term is used in Sections defined by Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended amended) (the “Exchange Act”), other than a trustee or other fiduciary holding securities under an any employee benefit plan or employee benefit trust benefiting the employees of the Company or Corporation) becoming a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company Corporation representing 20% or more than fifty (50%) percent of either the then outstanding Common Stock of the total voting power represented by the Company’s then outstanding Voting Securities, (ii) individuals who on the date of this Agreement are members of the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the members of the Board (provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board), or (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidationCorporation, or the stockholders combined voting power of the Company approve Corporation's then outstanding voting securities. In the event of a plan Change of complete liquidation Control, the Committee may, in its sole discretion and without the consent of the Company or an agreement Optionee, cancel this option in exchange for the sale or disposition by the Company a payment with respect to each vested share of (Common Stock as provided in one transaction or a series of transactionsSection 9.2(b) all or substantially all of the Company’s assetsPlan.

Change in Control. For purposes of this Agreement, a “Change in Control” shall be deemed to have occurred if of the Company means the occurrence of any of the following events: (i) any “person” merger, consolidation or other reorganization whereby the Company’s equity holders existing immediately prior to such merger, consolidation or reorganization do not, immediately after consummation of such merger, consolidation or reorganization, beneficially own (as such term is used in Sections 13(dwithin the meaning of Rule 13(d)(3) and 14(d) of promulgated under the Securities Exchange Act of 19341934 (as amended, as amended (the “Exchange Act”)) more than 50% of the combined voting power of the surviving entity’s then outstanding voting securities; (ii) the Bank is merged or consolidated into, or otherwise acquired by, an entity other than a trustee or other fiduciary holding securities under an employee benefit plan wholly-owned subsidiary of the Company or a corporation owned directly or indirectly by the stockholders of Company; (iii) the Company sells, leases or exchanges all or substantially all of its assets to any other person or entity in substantially which the same proportions as their ownership of stock Company, any subsidiary of the Company, or the Company’s equity holders existing immediately prior to such sale, lease or exchange beneficially own less than 50% of the combined voting power of such acquiring entity’s then outstanding voting securities; (iv) the Company is dissolved and liquidated; (v) any person or becomes the entity, including a “beneficial ownergroup” (as defined in Rule 13d-3 under contemplated by Section 13(d)(3) of the Exchange Act), directly acquires or indirectly, gains beneficial ownership of securities more than 50% of the Company representing 20% or more of the total combined voting power represented by of the Company’s then outstanding Voting Securities, voting securities; or (iivi) individuals who on any change in the date identity of this Agreement are members of the Board (the “Incumbent Board”) cease for any reason to constitute at least directors constituting a majority of the members of Board within a twenty-four month period unless the Board (provided, however, that if the appointment or election (or nomination for election) of any new Board member change was approved or recommended by a majority vote of the members of the Incumbent Board then still in officeDirectors, such new member shall be considered as where “Incumbent Director” means a member of the Incumbent Board)Board at the beginning of the period in question, including any director who was not a member of the Board at the beginning of such period but was elected or nominated to the Board by, or (iii) on the stockholders recommendation of or with the approval of, at least two-thirds of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company’s assetsdirectors who then qualified as Incumbent Directors.

Change in Control. For purposes of this Agreement, a “Change in Control” shall mean, and shall be deemed to have occurred if if, on or after the date of this Agreement: (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)amended) or group acting in concert, other than a trustee or other fiduciary holding securities ​ under an employee benefit plan of the Company acting in such capacity or a corporation owned directly or indirectly by the stockholders shareholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange said Act), directly or indirectly, of securities of the Company representing 20% or more than fifty percent (50%) of the total voting power represented by the Company’s then outstanding Voting Securities, voting securities; (ii) during any period of two (2) consecutive years, individuals who on at the date beginning of this Agreement are members such period constitute the Board and any new director whose election by the Board or nomination for election by the Company’s shareholders was approved by a vote of at least two-thirds (2/3) of the Board (directors then still in office who either were directors at the “Incumbent Board”) beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the members of the Board (provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board), or thereof; (iii) the stockholders shareholders of the Company approve a merger or consolidation of the Company with any other corporation, corporation other than a merger or consolidation which would result in the Voting Securities voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities voting securities of the surviving entity) at least eighty percent (80% %) of the total voting power represented by the Voting Securities voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, ; or (iv) the stockholders shareholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of related transactions) all or substantially all of the Company’s assets.. ​

Change in Control. For purposes of this Agreement, a “A "Change in Control” " shall be deemed to have occurred if (i) any “"person” " (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “"Exchange Act”"), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company), is or becomes the “"beneficial owner” " (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company (not including any securities acquired directly from the Company) representing 20more than 30% or more of the total combined voting power represented by of the Company’s 's then outstanding Voting Securities, securities; (ii) during any period of two (2) consecutive years during the term of this Agreement, individuals who on at the date beginning of this Agreement are members of such period constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority thereof, unless the election of each director who was not a director at the beginning of such period has been approved in advance by directors representing at least two-thirds of the members directors then in office who were directors at the beginning of the Board (providedperiod, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board), or (iii) the stockholders shareholders of the Company approve a merger or consolidation of the Company with any other corporation, other than (x) a merger or consolidation which would result in the Voting Securities voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities voting securities of the surviving entity) at least 8066 2/3% of the total combined voting power represented by of the Voting Securities voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or (y) a merger or consolidation effected to implement a recapitalization of the stockholders Company in which no person acquires more than 30% of the combined voting power of the Company and outstanding securities; (iv) the shareholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all the Company's assets; or (v) the Company's insolvency, general assignment for the benefit of creditors, or the commencement by or against the Company of any case, proceeding, or other action seeking reorganization, arrangement, adjustment, liquidation, dissolution, or composition of the Company’s 's debts under any law relating to bankruptcy, insolvency, or reorganization, or relief of debtors, or seeking appointment of a receiver, trustee, custodian, or other similar official for the Company or for all or any substantial part of the Company's assets. Notwithstanding anything in the foregoing to the contrary, no Change in Control of the Company shall be deemed to have occurred for purposes of this Agreement by virtue of any transaction which results in the Executive, or a group of persons which includes the Executive, acquiring, directly or indirectly, more than 25% of the combined voting power of the Company's then outstanding securities.

Change in Control. For purposes of this Agreement, a “the term "Change in Control” " shall be deemed to have occurred if mean (i) any “"person” (" as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended 1934 (the “Exchange "Act”), ") (other than a the Company, any trustee or other fiduciary holding securities under an any employee benefit plan of the Company Company, or a corporation owned any company owned, directly or indirectly indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of common stock of the Company), is or becomes becoming the “"beneficial owner” " (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 20% twenty-five percent (25%) or more of the total combined voting power represented of the Company's then outstanding securities; (ii) during any period of two (2) consecutive years, individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in clause (i), (iii), or (iv) of this paragraph or a director whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11 promulgated under the Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than a member of the Board) whose election by the Board or nomination for election by the Company’s then outstanding Voting Securities, (ii) individuals who on the date 's shareholders was approved by a vote of this Agreement are members at least two-thirds of the Board directors then still in office who either were directors at the beginning of the two (the “Incumbent Board”2) year period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the members of the Board (provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board), or ; (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the Voting Securities voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities voting securities of the surviving entity) at least 80% more than fifty percent (50%) of the total combined voting power represented by of the Voting Securities voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; provided, however, that a merger or the stockholders consolidation effected to implement a recapitalization of the Company approve (or similar transaction) in which no person (other than those covered in the exceptions in (i) above) acquires more than twenty- five percent (25%) of the combined voting power of the Company's then outstanding securities shall not constitute a Change in Control; or (iv) approval by the shareholders of the Company of a plan of complete liquidation of the Company or an agreement for the closing of the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company’s assets's assets other than the sale of all or substantially all of the assets of the Company to a person or persons who beneficially own, directly or indirectly, at least fifty percent (50%) or more of the combined voting power of the outstanding voting securities of the Company at the time of the sale.

Change in Control. For purposes of this Agreement, a “the term "Change in Control” " shall be deemed to have occurred if mean the occurrence of any of the following (i) any “"person” (" as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended 1934 (the “Exchange "Act”), ") (other than a the Company, any trustee or other fiduciary holding securities under an any employee benefit plan of the Company Company, or a corporation owned any company owned, directly or indirectly indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock Common Stock of the Company), is or becomes the “"beneficial owner” " (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 20% twenty-five percent (25%) or more of the total combined voting power represented of the Company's then outstanding securities; (ii) during any period of two (2) consecutive years, individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in clause (i), (iii), or (iv) of this paragraph) whose election by the Board or nomination for election by the Company’s then outstanding Voting Securities, (ii) individuals who on the date 's stockholders was approved by a vote of this Agreement are members at least two-thirds of the Board (directors then still in office who either were directors at the “Incumbent Board”) beginning of the two-year period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the members of the Board (provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board), or ; (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the Voting Securities voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities voting securities of the surviving entity) at least 80% more than fifty percent (50%) of the total combined voting power represented by of the Voting Securities voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; provided, however, that a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no person acquires more than twenty-five percent (25%) of the combined voting power of the Company's then outstanding securities shall not constitute a Change in Control of the Company; or (iv) the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the consummation of the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company’s assets's assets other than (x) the sale or disposition of all or substantially all of the assets of the Company to a person or persons who beneficially own, directly or indirectly, at least fifty percent (50%) or more of the combined voting power of the outstanding voting securities of the Company at the time of the sale or (y) pursuant to a spinoff type transaction, directly or indirectly, of such assets to the stockholders of the Company.

Change in Control. Notwithstanding any other provision of this Agreement, should a Change of Control (as defined below) occur, Employee, at his sole option and discretion, may terminate his employment under this Agreement at any time within one year after such change of control upon 15 days notice. In the event of such termination, Company shall pay to Employee a severance payment equal to three times the base amount as defined in Section 280G(b)(3) of the Internal Revenue Code of 1986, as amended ("Code") minus $1.00 which shall be payable no later than one month after the effective date of the Employee's termination of employment. In addition, in the event of a Change of Control, all outstanding stock options held by Employee (whether issued under Company's 1996 Stock Option Plan, Company's 1999 Flexible Stock Plan, or otherwise) shall become fully exercisable (to the extent not already exercisable). For purposes of this Agreement, a “Change in Control” Control shall be deemed to have occurred occur (a) if (i) any “person” (, as such term is used in Sections 13(d) and 14(d14(d)(2) of the Securities Exchange Act of 1934, as amended 1934 (the “"Exchange Act”"), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the “"beneficial owner” " (as defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of the Company representing 20% or more of the total combined voting power represented by the (i) of Company’s 's then outstanding Voting Securities, securities or (ii) on a fully diluted basis, (b) upon the first purchase of the common stock of Company pursuant to a tender or exchange offer (other than a tender or exchange offer made by Company), (c) upon the approval by Company's stockholders of a merger or consolidation, a sale or disposition of all or substantially all of Company's assets or a plan of liquidation or dissolution of Company, or (d) if, during any period of 2 consecutive years, individuals who on at the date beginning of this Agreement are members such period constitute the board of the Board (the “Incumbent Board”) directors of Company cease for any reason to constitute at least a majority of thereof, unless the members of the Board (provided, however, that if the appointment or election (or nomination for election) the election by Company's stockholders of any each new Board member director was approved or recommended by a majority vote of the members at least 2/3 of the Incumbent Board directors then still in office, such new member shall be considered as a member office who were directors at the beginning of the Incumbent Board)period. Notwithstanding the foregoing, a Change in Control shall not be deemed to occur if Company either merges or (iii) consolidates with or into another company or sells or disposes of all or substantially all of its assets to another company, if such merger, consolidation, sale or disposition is in connection with a corporate restructuring wherein the stockholders of the Company approve a merger immediately before such merger, consolidation, sale or consolidation of the Company with any other corporationdisposition own, other than a merger directly or consolidation which would result in the Voting Securities of the Company outstanding indirectly, immediately prior thereto continuing to represent (either by remaining outstanding following such merger, consolidation, sale or by being converted into Voting Securities of the surviving entity) disposition at least 80% of the total combined voting power represented by the Voting Securities of all outstanding classes of securities of the Company or such surviving entity outstanding immediately after company resulting from such merger or consolidation, or to which Company sells or disposes of its assets, in substantially the stockholders of the same proportion as their ownership in Company approve a plan of complete liquidation of the Company or an agreement for the immediately before such merger, consolidation, sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company’s assetsdisposition.

Change in Control. For purposes of this Agreement, a “A Change in Control” Control of the Company shall be deemed to have occurred if (i) any “personPerson” (as such term is used in Sections Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), ) (other than a the Company, any trustee or other fiduciary holding securities under an employee employer benefit plan of the Company Company, or a any corporation owned owned, directly or indirectly indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company), is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 20more than 50% or more of the total combined voting power represented by of the Company’s then outstanding Voting Securitiessecurities, (ii) during any 12-month period (not including any period prior to the execution of this Agreement), individuals who on are the date beginning of such period constituted the Board, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in subclauses (i), (iii) or (iv) of this Agreement are paragraph) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least 66 2/3% of the members of the Board (then still in office who either were directors at the “Incumbent Board”) beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the members of the Board (provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board), or thereof (iii) the Company’s stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than (A) a merger or consolidation which would result in the Voting Securities voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities voting securities of the Company or such surviving entity) at least 80more than 50% of the total combined voting power represented by of the Voting Securities voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidationconsolidation or (B) a merger or consolidation effected to implemented a recapitalization of the Company (or similar transaction) in which no “person” (as defined above) acquires more than 50% of the combined voting power of the Company’s then outstanding securities, or (iv) the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company’s assets.

Change in Control. For purposes of this Agreement, a “A Change in Control” Control shall be deemed to have occurred if mean any of the following: (i) (A) the making of a tender or exchange offer by any “person” person or entity or group of associated persons or entities (as such term is used in Sections 13(dwithin the meaning of Section 13(d)(3) and 14(dor 14(d)(2) of the Securities Exchange Act of 1934, as amended ) (the “Exchange Act”), a "Person") (other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders its Affiliates) for shares of Common Stock pursuant to which purchases are made of securities representing at least twenty percent (20%) of the Company in substantially the same proportions as their ownership of stock total combined voting power of the Company, is or becomes the “beneficial owner” 's then issued and outstanding voting securities; (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 20% or more of the total voting power represented by the Company’s then outstanding Voting Securities, (ii) individuals who on the date of this Agreement are members of the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the members of the Board (provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board), or (iiiB) the stockholders of the Company approve a merger or consolidation of the Company with with, or the sale or disposition of all or substantially all of the assets of the Company to, any other corporation, Person other than (a) a merger or consolidation which would result in the Voting Securities voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities voting securities of the surviving or parent entity) at least 80% fifty percent (50%) or more of the total combined voting power represented by of the Voting Securities voting securities of the Company or such surviving or parent entity outstanding immediately after such merger or consolidation, ; or the stockholders (b) a merger or capitalization effected to implement a recapitalization of the Company approve a (or similar transaction) in which no Person is or becomes the beneficial owner, directly or indirectly (as determined under Rule 13d-3 promulgated under the Securities Exchange Act of 1934), of securities representing more than the amounts set forth in (C) below; (C) the acquisition of direct or indirect beneficial ownership (as determined under Rule 13d-3 promulgated under the Securities Exchange Act of 1934), in the aggregate, of securities of the Company representing twenty percent (20%) or more of the total combined voting power of the Company's then issued and outstanding voting securities by any Person acting in concert as of the date of this Agreement; provided, however, that the Board of Directors of the Company (referred to herein as the "Board") may at any time and from time to time and in the sole discretion of the Board, as the case may be, increase the voting security ownership percentage threshold of this item (C) to an amount not exceeding forty percent (40%); or (D) the approval by the shareholders of the Company of any plan of or proposal for the complete liquidation or dissolution of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the assets of the Company’s assets; or (ii) during any period of not more than two (2) consecutive years, individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a person who has entered into agreement with the Company to effect a transaction described in clause (i)) whose election by the Board or nomination for election by the Company's shareholders was approved by a vote of at least two-thirds (2/3) of 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, cease for any reason to constitute at least a majority thereof.

Change in Control. (i) No benefits shall be payable hereunder unless there shall have been a Change in Control of the Company, as set forth below. For purposes of this Agreement, a “"Change in Control” " of the Company shall mean a change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), whether or not the Company is then subject to such reporting requirement; provided that, without limitation, such a Change in Control shall be deemed to have occurred if (iA) any “"person” " (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, ) is or becomes the “"beneficial owner” " (as defined in Rule 13d-3 determined for purpose of Regulation 13D-G under the Exchange ActAct as currently in effect), directly or indirectly, of securities of the Company representing 2015% or more of the total combined voting power represented of the Company's then outstanding securities; or (B) during any period of two consecutive years (not including any period prior to the execution of this Agreement), individuals who at the beginning of such period constitute the Board and any new director, whose election to the Board or nomination for election to the Board by the Company’s then outstanding Voting Securities, 's stockholders was approved by a vote of at least two-thirds (ii2/3) individuals who on the date of this Agreement are members of the Board (directors then still in office who either were directors at the “Incumbent Board”) beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the members of the Board (provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board), ; or (iiiC) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the Voting Securities holders of 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 holding immediately thereafter securities representing more than 80% of the total combined voting power represented by of the Voting Securities voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, ; or (D) the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company’s 's assets.

Change in Control. For purposes of this Agreement, a (a) A “Change in Control” shall be deemed to have occurred if (i1) any “personPerson” (as such term is used in Sections Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company), is or becomes the “beneficial owner” (as defined in determined pursuant to Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Corporation that are entitled to vote generally in the election of directors of the Company (“Voting Securities”) representing 20% thirty percent (30%) or more of the total combined voting power represented by of the CompanyCorporation’s then outstanding Voting Securities; or (2) during any period of two (2) consecutive years (not including any period prior to the execution of this Agreement), (ii) individuals who on at the date beginning of this Agreement are such period constitute the members of the Board (the “Incumbent BoardDirectors”) and any new director, whose election to the Board or nomination for election to the Board by the Corporation’s stockholders was approved by a vote of at least two-thirds (2/3) of the Incumbent Directors or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the members of the Board (provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board), ; or (iii3) the stockholders of the Company approve a merger Corporation shall merge with or consolidation of the Company with consolidate into any other corporation, other than a merger or consolidation which would result in the Voting Securities holders 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 80% of the total voting power represented by the Voting Securities of the Company Corporation outstanding immediately prior thereto holding immediately thereafter securities representing at least seventy-five percent (75%) of the combined voting power of the Voting Securities of the Corporation or such surviving entity outstanding immediately after such merger or consolidation, ; except that a merger or consolidation effected to implement recapitalization of the Corporation (or similar transaction) in which no Person (other than Corporation or an employee benefit plan sponsored by the Corporation) acquires more than thirty percent (30%) of the combined voting power of the Corporation’s then outstanding Voting Securities shall not constitute a Change in Control; or (4) the stockholders of the Company Corporation approve a plan of complete liquidation of the Company Corporation or such a plan is commenced; or (5) the Corporation enters into or the stockholders of the Corporation approve an agreement for the sale or and disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the CompanyCorporation or of all or substantially all of the Corporation’s assets.

Change in Control. For purposes of this Agreement, a “Change in Control” shall be deemed to have occurred if means the occurrence of any of the following events: (i) any “personPerson” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or ) becomes the “beneficial owner” (as defined in Rule 13d-3 under of the Exchange Act), directly or indirectly, of securities of the Company representing 20% or more than fifty percent (50%) of the total voting power represented by the Company’s then then-outstanding Voting Securities, (ii) individuals who on the date of this Agreement are members of the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the members of the Board (voting securities; provided, however, that if for purposes of this subclause (i) the appointment or election acquisition of additional securities by any one Person who is considered to own more than fifty percent (or nomination for election50%) of any new Board member was approved or recommended by a majority vote the total voting power of the members securities of the Incumbent Board then still in office, such new member shall Company will not be considered as a member Change in Control; (ii) the consummation of the Incumbent Board), sale or disposition by the Company of all or substantially all of the Company’s assets; or (iii) the stockholders consummation of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the Voting Securities voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities voting securities of the surviving entityentity or its parent) at least 80% fifty percent (50%) of the total voting power represented by the Voting Securities voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation. For purposes of this definition, Persons will be considered to be acting as a group if they are direct or indirect owners of a corporation or other entity that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the stockholders Company. Notwithstanding the foregoing, to the extent that any amount constituting deferred compensation (as defined in Section 409A of the Company approve Code) would become payable under this Agreement solely by reason of a plan of complete liquidation Change in Control, such amount shall become payable only if the event constituting a Change in Control would also qualify as a change in ownership or effective control of the Company or an agreement for a change in the sale or disposition by ownership of a substantial portion of the Company of (in one transaction or a series of transactions) all or substantially all assets of the Company’s assets, each as defined within the meaning of Section 409A of the Code, as it has been and may be amended from time to time, and any proposed or final Treasury Regulations and IRS guidance that has been promulgated or may be promulgated thereunder from time to time.

Change in Control. For purposes of this Agreement, a “Change in Control” shall be deemed mean the occurrence of any of the following events subsequent to have occurred if the date of this Agreement: (i) the acquisition of control of the Company or the Bank as defined in the rules and regulations of the applicable banking regulators on the date hereof (provided that in applying the definition of Change in Control as set forth under the rules and regulations of the applicable banking regulators, the Board of Directors of the Bank shall substitute its judgment for that of the applicable banking regulators); (ii) an event that would be required to be reported in response to Item 5.01(a) of the Current Report on Form 8-K pursuant to Sections 13 or 15(d) of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or any successor thereto, whether or not any class of securities of the Company is registered under the Exchange Act; (iii) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), after the date hereof, other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock any Affiliate of the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 2025% or more of the total combined voting power represented by of the Company’s then outstanding Voting Securitiessecurities; (iv) the sale or other disposition of all or substantially all of the assets of the Company or the transfer by the Company of greater than 25% of the voting securities of the Company; or (v) during any period of three consecutive years, (ii) individuals who on at the date beginning of this Agreement are members such period constitute the Board of Directors of the Board (the “Incumbent Board”) Company cease for any reason to constitute at least a majority thereof, unless the election, or the nomination for election by stockholders, of each new director was approved by a vote of at least two-thirds of the members of the Board (provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board directors then still in office, such new member shall be considered as a member office who were directors at the beginning of the Incumbent Board), or (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company’s assetsperiod.

Change in Control. For purposes of this Agreement, a A “Change in Control” shall occur or be deemed to have occurred only if any of the following events occur (i) any “person” (”, as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (other than a the Company, any trustee or other fiduciary holding securities under an employee benefit plan of the Company Company, or a any corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions proportion as their ownership of stock of the Company, or the Xxxx X. Xxxx Trust or the Trustees of the Xxxx X. Xxxx Trust) is or becomes the “beneficial owner” (as defined in Rule Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of securities of the Company representing 20% or more of the total combined voting power represented by of the Company’s then outstanding Voting Securities, securities (other than as a result of acquisitions of such securities from the Company); (ii) individuals who on who, as of the date of this Agreement are members of hereof, constitute the Board (as of the date hereof the “Incumbent Board”) cease for any reason to constitute at least a majority of the members of Board; provided that any person becoming a director subsequent to the Board (provideddate hereof whose election, however, that if the appointment or election (or nomination for election) of any new Board member election by the Company’s shareholders was approved or recommended by a majority vote of at least a majority of the members of directors then comprising the Incumbent Board then still (other than an election or nomination of an individual whose initial assumption of office is in officeconnection with an actual or threatened election contest as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act relating to the election of the Directors of the Company) shall be, such new member shall be for purposes of this Agreement, considered as though such person were a member of the Incumbent Board), or ; (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than (A) a merger or consolidation which would result in the Voting Securities voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities voting securities of the surviving entity) at least 80more than 50% of the total combined voting power represented by of the Voting Securities voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, consolidation or (B) a merger or consolidation effected to implement a re-capitalization of the Company (or similar transaction) in which no “person” (as hereinabove defined) acquires more than 20% of the combined voting power of the Company’s then outstanding securities; or (iv) the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company’s assets.

Change in Control. For purposes of this Agreement, a “Change in Control” shall be deemed to have occurred if means the consummation of any of the following transactions: (i) a sale, transfer or disposition of all or substantially all of the Company’s assets other than to (A) a corporation or other entity of which at least a majority of its combined voting power is owned directly or indirectly by the Company, (B) a corporation or other entity owned directly or indirectly by the holders of capital stock of the Company in substantially the same proportions as their ownership of Common Stock, or (C) an Excluded Entity (as defined in subsection (ii) below); or (ii) any merger, consolidation or other business combination transaction of the Company with or into another corporation, entity or person, other than a transaction with or into another corporation, entity or person in which the holders of at least a majority of the shares of voting capital stock of the Company outstanding immediately prior to such transaction continue to hold (either by such shares remaining outstanding in the continuing entity or by their being converted into shares of voting capital stock of the surviving entity) a majority of the total voting power represented by the shares of voting capital stock of the Company (or the surviving entity) outstanding immediately after such transaction (an “Excluded Entity”); or (iii) an acquisition of any voting securities of the Company by any “person” (as such the term “person” is used in Sections for purposes of Section 13(d) and or Section 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange 1934 Act”), other than a trustee ) immediately after which such person has “beneficial ownership” (within the meaning of Rule 13d-3 promulgated under the 0000 Xxx) of fifty percent (50%) or other fiduciary holding securities under an employee benefit plan more of the Company or a corporation owned directly or indirectly by the stockholders combined voting power of the Company Company’s then outstanding voting securities. Notwithstanding the foregoing, a transaction shall not constitute a “Change in Control” if its sole purpose is to change the state of the Company’s incorporation, or to create a holding company that will be owned in substantially the same proportions as their ownership of stock of by the persons who hold the Company’s securities immediately before such transaction. Further notwithstanding the foregoing, is or becomes the a “beneficial ownerChange in Control” (must also constitute a “change in control event,” as defined in Rule 13d-3 under the Exchange ActTreasury Regulation §1.409A-3(i)(5), directly or indirectly, of securities of the Company representing 20% or more of the total voting power represented by the Company’s then outstanding Voting Securities, (ii) individuals who on the date of this Agreement are members of the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the members of the Board (provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board), or (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company’s assets.

Change in Control. For purposes of this Agreement, a “Change in Control” shall mean a change in control of the Company of a nature that would be deemed required to have occurred if (i) any “person” (as such term is used be reported in Sections 13(d) and 14(dresponse to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than a trustee whether or other fiduciary holding securities under an employee benefit plan of not the Company or is then subject to such reporting requirement; provided that, without limitation, such a corporation owned directly or indirectly by the stockholders of the Company Change in substantially the same proportions as their ownership of stock of the Company, Control shall be deemed to have occurred if: (i) any person is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 2025% or more of the total combined voting power represented by of the Company’s then outstanding Voting Securities, securities; (ii) individuals who on during any period of two consecutive years (not including any period prior to the date execution of this Agreement are members Agreement), individuals, who at the beginning of such period constitute the Board and any new director added during the period whose election to the Board or nomination for election to the Board by the Company’s stockholders was approved by a vote of at least two-thirds (2/3) of the Board (directors then still in office who either were directors at the “Incumbent Board”) beginning of the period or whose election or nomination for election was approved prior to the beginning of the period, cease for any reason to constitute at least a majority of the members of the Board (provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board), or ; (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the Voting Securities voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities voting securities of the surviving entity) at least 80more than 66 2/3% of the total combined voting power represented by of the Voting Securities voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, ; or (iv) the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company’s assets. For purposes hereof, “Company” includes the ultimate parent of the Company, if applicable.

Change in Control. (a) No benefit shall be payable under this Section 2 unless there shall have been a Change in Control of the Company as set forth below and unless the Executive executed a general release of all claims against the Company in a form reasonably acceptable to the Company. For purposes of this Agreement, a “Change in Control” shall be deemed to have occurred if (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company shall mean any of the following, but only to the extent that such change of control transaction is a change in the ownership or effective control of Company or a corporation owned directly or indirectly by change in the stockholders ownership of a substantial portion of the assets of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under Section 409A: (A) individuals who constitute the Exchange Act), directly or indirectly, Board of securities Directors of the Company representing 20% or more of the total voting power represented by the Company’s then outstanding Voting Securities, (ii) individuals who on the date of this Agreement are members of the Board hereof (the “Incumbent Board”) cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election was approved by a vote of at least a majority of the members of the Board (provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of directors comprising the Incumbent Board then still (or directors elected by the process set forth in officethis clause (A)), such new member shall be be, for purposes of this clause (A), considered as though he were a member of the Incumbent Board), ; or (iiiB) a sale of all or substantially all of the assets of the Company, (C) a plan of reorganization, merger or consolidation or similar transaction occurs in which the stockholders of the Company approve prior to such transaction do not continue to hold, as a result of shares of capital stock of the Company held by them prior to such transaction, a majority of the voting power of the capital stock of the surviving corporation or entity; (D) a proxy statement shall be distributed soliciting proxies from stockholders of the Company, by someone other than the current management of the Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Company with any other corporation, other than one or more entities as a merger result of which the outstanding shares of the class of securities then subject to such a plan or consolidation which would result in transaction are subsequently exchanged for or converted into cash or property or securities not issued by the Voting Securities Company shall be distributed; or (E) a tender offer is completed for 50% or more of 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 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company’s assetsthen outstanding.

Change in Control. Upon the occurrence of a Change in Control (as hereinafter defined), the Employee shall have the right to terminate this Agreement within 30 days of the occurrence of such Change in Control. Upon the termination of this Agreement by the Employee due to the occurrence of a Change in Control, the Employee shall be entitled to receive one year of Base Compensation in one lump sum within five days of the effective date of such termination, subject to withholding for applicable taxes and other amounts, all unvested stock options held by the Employee shall immediately vest and become exercisable. For purposes of this Agreement, a “Change in Control” of the Company shall be deemed to have occurred if in the event that: (i) any “person” (individuals who, as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act date hereof, constitute the Board cease for any reason to constitute at least a majority of 1934the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Board shall be considered as amended though such individual was a member of the Board as of the date hereof; (ii) the “Exchange Act”)Company shall have been sold by either (A) a sale of all or substantially all its assets, or (B) a merger or consolidation, other than a trustee any merger or other fiduciary holding securities under an employee benefit plan of consolidation pursuant to which the Company acquires another entity, or (C) a corporation owned directly tender offer, whether solicited or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of unsolicited; or (iii) any party, other than the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange ActAct of 1934, as amended), directly or indirectly, of voting securities of the Company representing 2050% or more of the total voting power represented by of all the Company’s then then-outstanding Voting Securities, (ii) individuals who on the date of this Agreement are members of the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the members of the Board (provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board), or (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all securities of the Company’s assets.

Change in Control. For purposes of this Agreement, a “A "Change in Control” " shall be deemed to have occurred if (i) if: 1. any “person” ("Person," as such term is used in Sections for purposes of Section 13(d) and or 14(d) of the Securities Exchange Act of 1934, as amended (the “"Exchange Act”") (other than (A) the Company, (B) IMS Health, Inc., a Delaware corporation, or any wholly-owned subsidiary of IMS Health, Inc. (collectively, "IMS"), other than a until IMS shall cease to be the "Beneficial Owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing at least 15% of the combined voting power of the Company's then-outstanding securities, (C) any trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned IMS, or (D) any company owned, directly or indirectly indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company), is or becomes the “beneficial owner” Beneficial Owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 20% or more of the total combined voting power represented by of the Company’s then 's then-outstanding Voting Securitiessecurities; provided that, in the case of any Person which (i) has filed and has in effect a report of beneficial ownership on Schedule 13-G in which such Person is reported as a "passive" investor for the purpose of such Schedule 13-G, for so long as such person continues to be a passive investor thereunder in the Company, (ii) individuals who on is the date Beneficial Owner of this Agreement are members less than 15% of the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority combined voting power of the members outstanding securities of the Board Company immediately prior to the Proposed Recapitalization (provided, however, that if defined below) and immediately prior to the appointment or election Proposal Spinoff (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Boarddefined below), or (iii) is the stockholders Beneficial Owner of less than 15% of the combined voting power of the outstanding securities of IMS Health, Inc. immediately prior to the Proposed Recapitalization and immediately prior to the Proposed Spinoff, and (iv) acquires more than 15% but less than [20%] of the combined voting power of the Company's then-outstanding securities solely by virtue of the Proposed Recapitalization and Proposed Spinoff, then a Change in Control shall not be deemed to occur so long as (i) such Person remains a passive investor in the Company under Schedule 13-G and (ii) such Person beneficially owns shares in the Company representing no more than the combined voting power of the outstanding securities of the Company approve a merger or consolidation of beneficially owned by such Person immediately following the Company with any other corporation, other than a merger or consolidation which would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent Proposed Spinoff plus [five percent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company’s assets.5%)];

Change in Control. No benefits shall be payable hereunder unless there shall have been a change in control of the Company, as set forth below. For purposes of this Agreementagreement, a “Change "change in Control” control of the Company" shall mean and be deemed to have occurred if on (i) any “person” (as such term the date upon which the Company is used in Sections provided a copy of a Schedule 13D, filed pursuant to Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended 1934 (the “Exchange "1934 Act”"), other than indicating that a trustee group or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Companyperson, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange 1934 Act), directly or indirectly, has become the beneficial owner of securities of the Company representing 20% or more of the total voting power represented by the Company’s then outstanding Voting Securities, Shares of the Company or the date upon which the Company first learns that a person or group has become the beneficial owner of 20% or more of the outstanding Voting Shares of the Company if a Schedule 13D is not filed; (ii) individuals who on the date of this Agreement are a change in the composition of the Board of Directors of the Company such that individuals who were members of the Board of Directors on the date two years prior to such change (or who were subsequently elected to fill a vacancy in the “Incumbent Board”) cease , or were subsequently nominated for any reason to constitute election by the Company's shareholders, by the affirmative vote of at least two-thirds of the directors then still in office who were directors at the beginning of such two year period) no longer constitute a majority of the members Board of Directors of the Board (provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board), or Company; (iii) the stockholders date the shareholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the holders of the Voting Securities Shares of the Company outstanding immediately prior thereto to the merger or consolidation continuing to represent (either by remaining outstanding own immediately after the merger or by being converted into Voting Securities consolidation 80% or more of the surviving entity) at least 80% of the total voting power represented by the Voting Securities Shares of the Company or such the surviving entity, if the Company is not the surviving entity outstanding immediately after such in the merger or consolidation, ; or (iv) the stockholders date shareholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all the Company's assets. "Voting Shares" means any securities of the Company’s assetsCompany which vote generally in the election of directors.

Change in Control. For purposes Any of this Agreement, a “Change in Control” shall be deemed to have occurred if the following: (i) a merger of the Company with another entity, a consolidation involving the Company, or the sale of all or substantially all of the assets of the Company to another entity if, in any “person” such case, (A) the holders of equity securities of the Company immediately prior to such transaction or event do not beneficially own immediately after such transaction or event, in substantially the same proportions that they owned the equity securities of the Company immediately prior to such transaction or event, 50% or more of the common equity of the resulting entity, (B) the holders of equity securities of the Company immediately prior to such transaction or event do not beneficially own immediately after such transaction or event, in substantially the same proportions that they owned the equity securities of the Company immediately prior to such transaction or event, equity securities of the resulting entity entitled to 50% or more of the votes then eligible to be cast in the election of directors generally (or comparable governing body) of the resulting entity, or (C) the persons who were members of the Board immediately prior to such transaction or event shall not constitute at least a majority of the board of directors of the resulting entity immediately after such transaction or event, (ii) shareholder approval of a plan of dissolution or liquidation of the Company, (iii) when any person or entity, including a "group" as such term is used in Sections 13(d) and 14(dcontemplated by section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “"Exchange Act”"), (other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any affiliate of the Company), acquires or gains ownership or control (including, without limitation, power to vote) of more than 30% of the combined voting power of the outstanding securities of, (A) if the Company has not engaged in a corporation owned directly merger or indirectly by consolidation, the stockholders Company, or (B) if the Company has engaged in a merger or consolidation, the resulting entity, or (iv) a change in the composition of the Board, as a result of which fewer than a majority of the supervisory directors are Incumbent Directors. For purposes of the preceding sentence, (1) "resulting entity" in the context of a transaction or event that is a merger, consolidation or sale of all or substantially all assets shall mean the surviving entity (or acquiring entity in the case of an asset sale) unless the surviving entity (or acquiring entity in the case of an asset sale) is a subsidiary of another entity and the holders of common equity of the Company receive capital stock of such other entity in substantially such transaction or event, in which event the same proportions resulting entity shall be such other entity, (2) subsequent to the consummation of a merger or consolidation that does not constitute a Change in Control, the term "Company" shall refer to the resulting entity and the term "Board" shall refer to the board of directors (or comparable governing body) of the resulting entity, and (3) "Incumbent Directors" shall mean directors who either (a) are directors of the Company as their of February 28, 2003, or (b) are elected, or nominated for election, to the Board with the affirmative votes of at least two-thirds of the Incumbent Directors at the time of such election or nomination, but Incumbent Director shall not include an individual whose election or nomination occurs as a result of either (x) an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or (y) an actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board. Notwithstanding the foregoing, for purposes of Section 2.7, under no circumstances shall any of the foregoing events constitute a Change in Control unless such event also constitutes a change in the ownership of stock or effective control of the Company, is or becomes in the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, ownership of securities a substantial portion of the Company representing 20% or more of the total voting power represented by the Company’s then outstanding Voting Securities, (ii) individuals who on the date of this Agreement are members of the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the members of the Board (provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board), or (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all assets of the Company’s assets, within the meaning of section 409A(a)(2)(A)(v) of the Code (and applicable administrative guidance thereunder).

Change in Control. For purposes of this Agreement, a “"Change in Control” " of the Employer shall be deemed to have occurred occurred: (a) if (i) any “person” the "beneficial ownership" (as such term is used defined in Sections 13(d) and 14(d) of Rule 13d-3 under the Securities Exchange Act of 1934) of securities representing more than twenty percent (20%) of the combined voting power of the Employer Voting Securities (as herein defined) is acquired by any individual, as amended entity or group (the “Exchange Act”a "Person"), other than a the Parent, the Employer, any trustee or other fiduciary holding securities under an any employee benefit plan of the Company Employer or a an affiliate thereof, or any corporation owned owned, directly or indirectly indirectly, by the stockholders of the Company Employer in substantially the same proportions as their ownership of stock of the CompanyEmployer (for purposes of this Agreement, is or becomes "Employer Voting Securities" shall mean the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of then outstanding voting securities of the Company representing 20% or more Employer entitled to vote generally in the election of directors); provided, however, that the total voting power represented by the Company’s then outstanding Voting Securitiesfollowing shall not constitute a --------- Change in Control under this paragraph (a) : (i) any acquisition pursuant to a transaction which complies with clauses (i), (ii) individuals who on the date and (iii) of paragraph (c) of this Agreement are Section 2; (ii) any acquisition of the Employer Voting Securities from the Parent pursuant to a Business Combination (as herein defined) or otherwise, if (x) the acquiring or resulting entity is organized in the mutual form, and (y) persons who were members of the Incumbent Board (as herein defined) of the Parent immediately prior to such acquisition constitute at least two-thirds of the members of the Board of Directors of the acquiring entity immediately following such acquisition and (iii) any acquisition of voting securities from the “Incumbent Board”Employer or the Parent by a person engaged in business as an underwriter of securities who acquires the shares through his participation in good faith in a firm commitment underwriting registered under the Securities Act of 1933; and (iv) cease for any reason to constitute acquisition otherwise within the terms of this paragraph (a) during any period in which Parent owns at least a majority of the members combined voting power of Employer Voting Securities (the Board (provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board"Parent Control Period"), or (iii) the stockholders of the Company approve but if such an acquisition is made during a merger or consolidation of the Company with Parent Control Period by any other corporation, other Person and such Person continues to hold more than a merger or consolidation which would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 8020% of the total combined voting power represented by the of all Employer Voting Securities on the first day following the termination of the Company or a Parent Control Period, such surviving entity outstanding immediately after acquisition will be deemed to have been first made on such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company’s assets.date; or

Change in Control. For purposes of this Agreement, a “Change in Control” " shall be deemed to have occurred if mean (i) the acquisition, directly or indirectly, by any “person” Person or group (as such term is used in Sections 13(d) and 14(dwithin the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than a trustee or other fiduciary holding securities under an employee benefit plan amended) of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their beneficial ownership of stock of the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 20% or possessing more than fifty percent (50%) of the total combined voting power represented by of all outstanding securities of the Company’s then , unless the Person or group of Persons acquiring such beneficial ownership owned more than 25% of the outstanding Voting SecuritiesCommon Stock of the Company on the date of adoption of this Plan, (ii) individuals who on the date of this Agreement are members of the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the members of the Board (provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board), or (iii) the stockholders of the Company approve a merger or consolidation in which the Company is not the surviving entity, except for a transaction in which holders of outstanding voting securities of the Company with any other corporation, other than a immediately prior to such merger or consolidation which would result hold, in the Voting Securities aggregate, securities possessing more than fifty percent (50%) of the Company total combined voting power of all outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities voting securities of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or ; (iii) a reverse merger in which the stockholders Company is the surviving entity but in which securities possessing more than fifty percent (50%) of the total combined voting power of all outstanding voting securities of the Company approve are transferred to or acquired by a plan of complete liquidation of Person or Persons different from the Company persons holding those securities immediately prior to such merger; (iv) the sale, transfer or an agreement for the sale or other disposition by the Company of (in one transaction or a series of related transactions) of all or substantially all of the assets of the Company’s assets; or (v) the approval by the shareholders of a plan or proposal for the liquidation or dissolution of the Company.

Change in Control. For purposes of this Agreement, a “"Change in Control” Control of the Company" shall be deemed to have occurred if (iA) there shall be consummated (I) any “consolidation or merger of the Company in which the Company is not the continuing or surviving corporation, or pursuant to which shares of the Company's Common Stock would be converted in whole or in part into cash, securities or other property, other than a merger of the Company in which the holders of the Company's Common Stock immediately prior to the merger have substantially the same proportionate ownership of common stock of the surviving corporation immediately after the merger, or (II) any sale, lease, exchange or transfer (in one transaction or a series of related transactions) of all or substantially all the assets of the Company, or (B) the shareholders of the Company shall approve any plan or proposal for the liquidation or dissolution of the Company, or (C) any "person” (" [as such term is used in Sections 13(d13(d)(3) and 14(d14(d)(2) of the Securities Exchange Act of 1934, as amended (the “"Exchange Act”"), ] other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a subsidiary thereof or any employee benefit plan sponsored by the Company or a subsidiary thereof or a corporation owned owned, directly or indirectly indirectly, by the stockholders shareholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes shall become the “beneficial owner” owner (as defined in within the meaning of Rule 13d-3 under the Exchange Act), directly or indirectly, ) of securities of the Company representing 20% or more of the total combined voting power represented by of the Company’s 's then outstanding Voting Securitiessecurities ordinarily (and apart from rights accruing in special circumstances) having the right to vote in the election of directors, as a result of a tender or exchange offer, open market purchases, privately negotiated purchases or otherwise, or (iiD) at any time during a period of two consecutive years, individuals who on at the date beginning of this Agreement are members such period constituted the Board of Directors of the Board (the “Incumbent Board”) Company shall cease for any reason to constitute at least a majority thereof, unless the election or the nomination for election by the Company's shareholders of each new director during such two-year period was approved by a vote of at least two-thirds of the members of the Board (provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board directors then still in office, office who were directors at the beginning of such new member shall be considered as a member of the Incumbent Board)two-year period, or (iiiE) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger event shall occur that would be required to be reported in response to Item 6(e) (or consolidation which would result in any successor provision) of Schedule 14A of Regulation 14A promulgated under 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 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company’s assetsExchange Act.

Change in Control. For purposes of this Agreement, a “Change in Control” shall be deemed to have occurred if means (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”amended), other than a Subsidiary or a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the CompanySubsidiary, is or becomes the “beneficial ownerBeneficial Owner” (as defined in Rule 13d-3 under the Exchange said Act), directly or indirectly, of securities of the Company representing 20% or more of the total voting power represented by the Company’s then outstanding Voting Securitiescapital stock (provided, however, that following the consummation of a firmly underwritten initial public offering registered under the Securities Act of 1933, as amended, of the Company’s capital stock, a person’s becoming the Beneficial Owner, directly or indirectly, of securities representing more than 20% of the total voting power represented by the Company’s then outstanding capital stock shall not be a Change in Control if such person has become such owner by becoming the Beneficial Owner of shares of the Company’s Class B Common Stock) or (ii) during any period of two consecutive years, individuals who on at the date beginning of this Agreement are members such period constitute the Board and any new director whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds (2/3) of the Board (directors then still in office who either were directors at the “Incumbent Board”) beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the members of the Board (provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board)thereof, or (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which that would result in the Voting Securities outstanding capital stock of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities capital stock of the surviving entity) at least 80% of the total voting power represented by the Voting Securities capital stock of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) of all or substantially all of the Company’s assets.

Change in Control. For purposes of this Agreement, a “Change in Control” " shall be deemed to have occurred if mean (i) the acquisition, directly or indirectly, in one transaction or a series of related transactions, by any “person” person or group (as such term is used in Sections 13(d) and 14(dwithin the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than a trustee or other fiduciary holding securities under an employee benefit plan amended) of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their beneficial ownership of stock of the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 20% or possessing more than fifty percent (50%) of the total combined voting power represented by of all outstanding securities of the Company’s then outstanding Voting Securities, ; (ii) individuals who on the date of this Agreement are members of the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the members of the Board (provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board), or (iii) the stockholders of the Company approve a merger or consolidation in which the Company is not the surviving entity, except for a transaction in which the holders of the outstanding voting securities of the Company with any other corporation, other than a immediately prior to such merger or consolidation which would result hold, in the Voting Securities aggregate, securities possessing more than fifty percent (50%) of the Company total combined voting power of all outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities voting securities of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or ; (iii) a reverse merger in which the stockholders Company is the surviving entity but in which securities possessing more than fifty percent (50%) of the total combined voting power of all outstanding voting securities of the Company approve are transferred to or acquired by a plan of complete liquidation of person or persons different from the Company persons holding those securities immediately prior to such merger; (iv) the sale, transfer or an agreement for the sale or other disposition by the Company of (in one transaction or a series of related transactions) of all or substantially all of the assets of the Company; or (v) the approval by the stockholders of a plan or proposal for the liquidation or dissolution of the Company. In addition, a “Change in Control” of the Company shall be deemed to have occurred if, at any time during any period of 12 consecutive months during the term of this Agreement, individuals who at the beginning of the 12-month period constituted the entire Board of Directors of the Company do not for any reason constitute a majority of the Board of Directors, unless the election, or the nomination for election by the Company’s assetsstockholders, of each new director was approved by a vote of at least a majority of the directors then still in office who were directors at the beginning of the period (but not including any new director whose election or nomination is in connection with an actual or threatened proxy contest relating to the election of directors of the Company).

Change in Control. For purposes of this Agreement, a “Change in Control” shall be deemed to have occurred if mean the first occurrence of any of the following: (ia) any “person” (as such term is used in Sections 13(d) and 14(d) consolidation, merger, plan of the Securities Exchange Act of 1934share exchange, as amended (the “Exchange Act”), other than a trustee or other fiduciary holding securities under an employee benefit plan of reorganization involving the Company or (a corporation owned directly or indirectly by “Merger”) as a result of which the stockholders holders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of outstanding securities of the Company representing 20ordinarily having the right to vote for the election of directors (“Voting Securities”) immediately prior to the Merger do not continue to hold at least 50% or more of the total combined voting power represented of the outstanding Voting Securities of the surviving or continuing corporation immediately after the Merger, disregarding any Voting Securities issued or retained by such holders in respect of securities of any other party to the Merger; (b) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, the assets of the Company’s then outstanding Voting Securities, ; (iic) the adoption of any plan or proposal for the liquidation or dissolution of the Company; (d) individuals who constitute the Board on the date of this Agreement are members of the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the members Board, provided that any person becoming a director after the date of the Board (providedthis Agreement whose election, however, that if the appointment or election (or nomination for election) of any new Board member election by the Company’s shareholders, was approved or recommended by a majority vote of at least a majority of the members of directors comprising the Incumbent Board then still (either by a specific vote or by approval of the proxy statement of the Company in officewhich such person is named as a nominee for director, without objection to such new member nomination) shall be be, for purposes of this clause (d), considered as though such person were a member of the Incumbent Board; (e) any Person (as defined below) shall have become the beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934 (the “Exchange Act”)), directly or indirectly other than by purchase from the Company, of securities of the Company ordinarily having the right to vote for the election of directors (“Voting Securities”) representing 50% or more of the combined voting power of the then outstanding Voting Securities. Notwithstanding anything in the foregoing to the contrary, unless otherwise determined by the Board, no Change in Control shall be deemed to have occurred for purposes of this Agreement if (a) you acquire (other than on the same basis as all other holders of the Company shares) an equity interest in an entity that acquires the Company in a Change in Control otherwise described under clause (a) or (b) of the prior sentence, or (iiib) the stockholders you are part of a group that constitutes a Person which becomes a beneficial owner of Voting Securities in a transaction that otherwise would have resulted in a Change in Control under clause (e) of the Company approve a merger prior sentence. For purposes of this Agreement, the term “Person” shall mean and include any individual, corporation, partnership, group, association or consolidation other “person,” as such term is used in Section 14(d) of the Company with any other corporationExchange Act, other than a merger or consolidation which would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition any employee benefit plan(s) sponsored by the Company of (in one transaction or a series of transactions) all or substantially all of the Company’s assets.

Change in Control. (a) For purposes of this Agreement, a “the term "Change in Control” " shall be deemed to have occurred if mean (i) any “"person” (" as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than a the Company, any trustee or other fiduciary holding securities under an any employee benefit plan of the Company Company, or a corporation owned any company owned, directly or indirectly indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock Common Stock of the Company), is or becomes the “"beneficial owner” " (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 20% twenty-five percent (25%) or more of the total combined voting power represented of the Company's then outstanding securities; (ii) during any period of two (2) consecutive years, individuals who at the beginning of such period constitute the Board of Directors, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in paragraph (i), (iii), or (iv) of this section) whose election by the Board of Directors or nomination for election by the Company’s then outstanding Voting Securities, (ii) individuals who on the date 's stockholders was approved by a vote of this Agreement are members at least two-thirds of the Board (directors then still in office who either were directors at the “Incumbent Board”) beginning of the two-year period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the members Board of the Board (provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board), or Directors; (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the Voting Securities voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities voting securities of the surviving entity) at least 80% more than fifty percent (50%) of the total combined voting power represented by of the Voting Securities voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; provided, however, that a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no person acquires more than twenty-five percent (25%) of the combined voting power of the Company's then outstanding securities shall not constitute a Change in Control of the Company; or (iv) the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the consummation of the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company’s assets.'s assets other than (x) the sale or disposition of all or substantially all of the assets of the Company to a person or persons who beneficially own, directly or indirectly, at least fifty percent (50%) or more of the combined voting power of the outstanding voting securities of the Company at the time of the sale or

Change in Control. Immediately upon the occurrence of a “Change in Control,” the Employee shall become fully vested in all employee benefit programs (other than any tax qualified retirement or savings plan, the Employee’s interest in which shall vest in accordance with such plan’s terms), including without limitation, all stock options or other awards under the 1996 or 2004 Stock Plans, in which he was a participant at the time of the Change in Control. For purposes of this Agreement, a the term “Change in Control” shall be deemed to have occurred if mean the occurrence of any of the following events after the date of this Agreement (i) the acquisition by any “person” individual, entity or group (as such term is used in Sections 13(dwithin the meaning of Section 13(d)(3) and 14(dor 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than ) (a trustee or other fiduciary holding securities under an employee benefit plan “Person”) of beneficial ownership (within the Company or a corporation owned directly or indirectly by the stockholders meaning of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 promulgated under the Exchange Act), directly ) of fifty percent (50%) or indirectly, more of the combined voting power of the then outstanding voting securities of the Company representing 20% or more entitled to vote generally in the election of the total voting power represented by the Company’s then outstanding directors (“Voting Securities, (ii) individuals who on the date of this Agreement are members of the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the members of the Board (); provided, however, that if the appointment or election following acquisitions shall not constitute a Change in Control: (A) any acquisition by the Company, (B) any acquisition by any employee benefit plan (or nomination for electionrelated trust) sponsored or maintained by the Company or any corporation controlled by the Company or (C) any acquisition by the Employee (or a group including the Employee); (ii) the consummation of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in officereorganization, such new member shall be considered as a member of the Incumbent Board), or (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a reorganization, 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 80% fifty percent (50%) of the total combined voting power represented by of the Voting Securities of the Company or such surviving entity outstanding immediately after such reorganization, merger or consolidation, ; or (iii) the stockholders consummation of the Company approve a plan of complete liquidation of the Company or of an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) of all or substantially all of the Company’s assets.

Change in Control. Upon the occurrence of a Change in Control (as hereinafter defined), the Employee shall have the right to terminate this Agreement. Upon the termination of this Agreement by the Employee due to the occurrence of a Change in Control, the Employee shall be entitled to receive one year of Base Compensation in one lump sum within five days of the effective date of such termination, subject to withholding for applicable taxes and other amounts, all unvested stock options held by the Employee shall immediately vest and become exercisable. For purposes of this Agreement, a “Change in Control” of the Company shall be deemed to have occurred if in the event that: (i) any “person” (individuals who, as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act date hereof, constitute the Board cease for any reason to constitute at least a majority of 1934the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Board shall be considered as amended though such individual was a member of the Board as of the date hereof; (ii) the “Exchange Act”)Company shall have been sold by either (A) a sale of all or substantially all its assets, or (B) a merger or consolidation, other than a trustee any merger or other fiduciary holding securities under an employee benefit plan of consolidation pursuant to which the Company acquires another entity, or (C) a corporation owned directly tender offer, whether solicited or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of unsolicited; or (iii) any party, other than the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange ActAct of 1934, as amended), directly or indirectly, of voting securities of the Company representing 2050% or more of the total voting power represented by of all the Company’s then then-outstanding Voting Securities, (ii) individuals who on the date of this Agreement are members of the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the members of the Board (provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board), or (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all securities of the Company’s assets.

Change in Control. In the event of the occurrence of a Change in Control of the Company, the Executive shall remain employed by the Company, pursuant to the terms and conditions of this Agreement. If, after the Change in Control, the Executive's employment is terminated without Cause or the Executive resigns following a material diminution in her duties as set forth in Section 1.2 of this Agreement, then the Executive shall continue to receive her Base Salary for one year, and the ISOs granted to the Executive shall become fully vested and exercisable as of the date of termination or resignation, as the case may be. The options will remain exercisable for a period of 90 days following such date, all in accordance with the other terms of the ISO plan. For purposes of this Agreement, a “"Change in Control” " shall be deemed to have occurred if mean any of the following: (i) any “person” person who is not an "affiliate" (as such term is used defined in Sections 13(d) and 14(d) of Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than a trustee or other fiduciary holding securities under an employee benefit plan amended) of the Company or a corporation owned directly or indirectly by the stockholders as of the Company in substantially the same proportions as their ownership date of stock of the Company, is or this Agreement becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 2050% or more of the total combined voting power represented by of the then outstanding securities of the Company except pursuant to a public offering of securities of the Company’s then outstanding Voting Securities; (ii) the sale of the Company substantially as an entirety (whether by sale of stock, sale of assets, merger, consolidation, or otherwise) to a person who is not an affiliate of the Company as of the date of this Agreement; or (iii) there occurs a merger, consolidation or other reorganization of the Company with a person who is not an affiliate of the Company as of the date of this Agreement, and in which shareholders of the Company immediately preceding the merger hold less than 50% (the voting and consent rights of Class C Preferred Stock shall be disregarded in this calculation) of the combined voting power for the election of directors of the Company immediately following the merger. A change of Control shall not be deemed to occur because of the sale or conversion of any or all of Class C Preferred Stock of the Company unless there is a simultaneous change described in clauses (i), (ii) individuals who on the date of this Agreement are members of the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the members of the Board (provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board), or (iii) the stockholders of the Company approve a merger or consolidation preceding sentence. Change of control shall not include the sale, by the preferred shareholders, of any of the Company with Preferred Stock issued and outstanding at any other corporation, other than a merger or consolidation which would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company’s assetstime.

Change in Control. For purposes of this Agreement, a “Change in Control” shall be deemed mean and includes each of the following: i A transaction or series of transactions (other than an offering of Company shares to have occurred if (ithe general public through a registration statement filed with the Securities and Exchange Commission) whereby any “person” or related “group” of “persons” (as such term is terms are used in Sections 13(d) and 14(d14(d)(2) of the Securities Exchange Act of 1934, as amended ) (the “Exchange Act”), other than a trustee or other fiduciary holding securities under the Company, any of its subsidiaries, an employee benefit plan of maintained by the Company or any of its subsidiaries or a corporation owned “person” that, prior to such transaction, directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of controls, is controlled by, or is under common control with, the Company, is ) directly or becomes indirectly acquires beneficial ownership (within the “beneficial owner” (as defined in meaning of Rule 13d-3 under the Securities Exchange Act), directly or indirectly, Act of 1934) of securities of the Company representing 20possessing more than 50% or more of the total combined voting power represented of the Company’s securities outstanding immediately after such acquisition; or ii During any period of two consecutive years, individuals who, at the beginning of such period, constitute the Board together with any new director(s) (other than a director designated by a person who shall have entered into an agreement with the Company to effect a transaction described in Sections 11(b)(i) or 11(b)(iii) hereof) whose election by the Board or nomination for election by the Company’s then outstanding Voting Securities, (ii) individuals who on the date stockholders was approved by a vote of this Agreement are members at least two-thirds of the Board (directors then still in office who either were directors at the “Incumbent Board”) beginning of the two-year period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the members of the Board (provided, however, that if the appointment thereof; or election (or nomination for election) of any new Board member was approved or recommended iii The consummation by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board), or (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of whether directly involving the Company or such surviving entity outstanding immediately after such merger indirectly involving the Company through one or more intermediaries) of (x) a merger, consolidation, reorganization, or the stockholders of the Company approve business combination or (y) a plan of complete liquidation of the Company or an agreement for the sale or other disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company’s assets.assets in any single transaction or series of related transactions or (z) the acquisition of assets or shares of another entity, in each case other than a transaction:

Change in Control. For purposes of this Agreement, a “Change in Control” shall mean, and shall be deemed to have occurred if if, on or after the date of this Agreement: (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)amended) or group acting in concert, other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company acting in such capacity or a corporation owned directly or indirectly by ​ the stockholders shareholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange said Act), directly or indirectly, of securities of the Company representing 20% or more than fifty percent (50%) of the total voting power represented by the Company’s then outstanding Voting Securities, voting securities; (ii) during any period of two (2) consecutive years, individuals who on at the date beginning of this Agreement are members such period constitute the Board and any new director whose election by the Board or nomination for election by the Company’s shareholders was approved by a vote of at least two-thirds (2/3) of the Board (directors then still in office who either were directors at the “Incumbent Board”) beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the members of the Board (provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board), or thereof; (iii) the stockholders shareholders of the Company approve a merger or consolidation of the Company with any other corporation, corporation other than a merger or consolidation which would result in the Voting Securities voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities voting securities of the surviving entity) at least eighty percent (80% %) of the total voting power represented by the Voting Securities voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, ; or (iv) the stockholders shareholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of related transactions) all or substantially all of the Company’s assets.. ​

Change in Control. For purposes of this Agreement, a “Change in Control” means a change in control of the Company occurring after June 1, 2006, of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or in response to any similar item on any similar schedule or form) promulgated under the Securities Exchange Act of 1934 (the “Act”), whether or not the Company is then subject to such reporting requirement; provided, however, that, without limitation, such a Change in Control shall be deemed to have occurred if after June 1, 2006, (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), ) other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, Company is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 2015% or more of the total combined voting power represented by of the Company’s then outstanding Voting Securities, securities without the prior approval of at least two-thirds of the members of the board of directors of the Company in office immediately prior to such person attaining such percentage interest; (ii) individuals who on there occurs a proxy contest, or the date Company is a party to a merger, consolidation, sale of this Agreement are assets, plan of liquidation or other reorganization not approved by at least two-thirds of the members of the Board board of directors of the Company then in office, as a consequence of which members of the board of directors in office immediately prior to such transaction or event constitute less than a majority of the board of directors thereafter; or (iii) during any period of two consecutive years, other than as a result of an event described in clause (ii) of this subsection (c), individuals who at the “Incumbent Board”beginning of such period constituted the board of directors of the Company (including for this purpose any new director whose election or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of such period) cease for any reason to constitute at least a majority of the members board of the Board (provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board), or (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company’s assetsdirectors.

Change in Control. For purposes of this Agreement, a “Change in Control” of the Company shall be deemed to have occurred if any of the events set forth in any one of the following subparagraphs shall occur; (iA) during any period of not more than twelve consecutive months, any “person” (as such term is used in Sections sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), other than excluding the Company or any of its affiliates, a trustee or other any fiduciary holding securities under an employee benefit plan of the Company or any of its affiliates, an underwriter temporarily holding securities pursuant to an offering of such securities, or a corporation owned owned, directly or indirectly indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 13(d)(3) under the Exchange Act), directly or indirectly, of securities of the Company representing 2035% or more of the total combined voting power represented by of the Company’s then outstanding Voting Securitiessecurities; (B) during any period of not more than twelve consecutive months, individuals who at the beginning of such period constitute the Board and any new director (other than a director designated by a Person who has entered into an agreement with the Company to effect a transaction described in clause (A), (iiC) individuals who on the date or (D) of this Agreement are members subparagraph) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds (2/3) of the Board (directors then still in office who either were directors at the “Incumbent Board”) beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the members of the Board thereof; (provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board), or (iiiC) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than (x) a merger or consolidation which would result in the Voting Securities voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities voting securities of the surviving entity) ), in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of the Company, at least 8050% of the total combined voting power represented by of the Voting Securities voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or (y) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no Person acquires more than 50% of the combined voting power of the Company’s then outstanding securities; or (D) the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company’s assets. Notwithstanding the foregoing, no Change in Control shall be deemed to have occurred if there is consummated any transaction or series of integrated transactions immediately following which, in the judgment of the Compensation Committee of the Board, the holders of the Company’s common stock immediately prior to such transaction or series of transactions continue to have the same proportionate ownership in an entity which owns all or substantially all of the assets of the Company immediately prior to such transaction or series of transactions.

Change in Control. For purposes The term "Change in Control" means the occurrence of any of the following events after the date of this Agreement, a “Change in Control” shall be deemed to have occurred if : (i) the acquisition by any “person” (as such term is used in Sections 13(dindividual, entity or group within the meaning of Section 13(d)(3) and 14(dor 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “"Exchange Act”") (a "Person"), other than a trustee or other fiduciary holding securities under an employee benefit plan of beneficial ownership (within the Company or a corporation owned directly or indirectly by the stockholders meaning of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, ) of securities of the Company representing 20% or more of the total combined voting power represented of the then outstanding voting securities of the Company entitled to vote generally in the election of directors ("Voting Securities"); PROVIDED, HOWEVER, that the following acquisitions will not constitute a Change in Control: (A) any acquisition by the Company’s then outstanding Voting Securities, (B) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company, or (C) any acquisition by the Executive (or a group including the Executive); (ii) individuals who on a change in the date composition of this Agreement are members of the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the members of the Board (providedwithin a three-year period, however, that if the appointment or election (or nomination for election) of any new Board member was which change has not been approved or recommended by a majority vote of the members persons then surviving as Directors who also comprised the Board immediately prior to the commencement of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board), period; or (iii) the stockholders consummation of the Company approve a any reorganization, merger or consolidation of the Company with any other corporation, other than a reorganization, 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 8060% of the total combined voting power represented by of the Voting Securities of the Company or such surviving entity outstanding immediately after such reorganization, merger or consolidation, ; or (iv) the stockholders consummation of the Company approve a plan of complete liquidation of the Company or of an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) of all or substantially all of the Company’s 's assets.

Change in Control. For purposes of this Agreement, a “Change in Control” shall be deemed to have occurred if (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 13-d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 20% or more of the total voting power represented by the Company’s then outstanding Voting Securities (unless such change in beneficial ownership results solely from a reduction in the aggregate number of outstanding shares of Voting Securities, ); (ii) during any period of two consecutive years, not including any period prior to the execution of this Indemnification Agreement, individuals who on at the date beginning of this Agreement are members such period constitute the Board of Directors of the Company (and any new director whose election by the Board of Directors or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds (2/3) of the “Incumbent Board”) 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), cease for any reason to constitute at least a majority of the members of the Board (provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board), thereof; or (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or (iv) the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company’s assets.

Change in Control. For purposes of this Agreement, a “A Change in Control” Control shall be deemed to have occurred if (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”amended), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange said Act), directly or indirectly, of securities of the Company representing 20% or more of the total voting power represented by the Company’s then outstanding Voting Securities, or (ii) during any period of two consecutive years, individuals who on at the date beginning of this Agreement are members such period constitute the Board of Directors of the Company and any new director whose election by the Board of Directors or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds (2/3) of the “Incumbent Board”) 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, cease for any reason to constitute at least a majority of the members Board of the Board (provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board)Directors, or (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the Voting Securities of the Company outstanding immediately prior thereto to such a merger or consolidation continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) of all or substantially all of the Company’s assets.

Change in Control. For purposes of this Agreement, a “A Change in Control” Control of the Company shall be deemed to have occurred if (i) any “personPerson” (as such term is used in Sections Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), ) (other than a the Company, any trustee or other fiduciary holding securities under an employee benefit plan of the Company Company, or a any corporation owned owned, directly or indirectly indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company), is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 20more than 50% or more of the total combined voting power represented by of the Company’s then outstanding Voting Securitiessecurities, (ii) during any 12-month period (not including any period prior to the execution of this Agreement), individuals who on at the date beginning of such period constituted the Board, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in subclauses (i), (iii) or (iv) of this Agreement are paragraph) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least 66 2/3% of the members of the Board (then still in office who either were directors at the “Incumbent Board”) beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the members of the Board (providedthereof, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board), or (iii) the Company’s stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than (A) a merger or consolidation which would result in the Voting Securities voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities voting securities of the surviving entity) at least 80more than 50% of the total combined voting power represented by of the Voting Securities voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidationconsolidation or (B) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no “person” (as defined above) acquires more than 50% of the combined voting power of the Company’s then outstanding securities, or (iv) the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company’s assets.

Change in Control. For purposes of this Agreement, a “A Change in Control” Control shall be deemed to have occurred if mean any of the following: (i) (A) the making of a tender or exchange offer by any “person” person or entity or group of associated persons or entities (as such term is used in Sections 13(dwithin the meaning of Section 13(d)(3) and 14(dor 14(d)(2) of the Securities Exchange Act of 1934, as amended 1934 (the a “Exchange ActPerson”), ) (other than a trustee the Company or other fiduciary holding securities under an employee benefit plan its Affiliates) for shares of common stock of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, pursuant to which purchases are made of securities of the Company representing at least twenty percent (20% or more %) of the total combined voting power represented by of the Company’s then issued and outstanding Voting Securities, voting securities; (ii) individuals who on the date of this Agreement are members of the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the members of the Board (provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board), or (iiiB) the stockholders of the Company approve a merger or consolidation of the Company with with, or the sale or disposition of all or substantially all of the assets of the Company to, any other corporation, Person other than (a) a merger or consolidation which would result in the Voting Securities voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities voting securities of the surviving or parent entity) at least 80% fifty percent (50%) or more of the total combined voting power represented by of the Voting Securities voting securities of the Company or such surviving or parent entity outstanding immediately after such merger or consolidation, ; or the stockholders (b) a merger or capitalization effected to implement a recapitalization of the Company approve a (or similar transaction) in which no Person is or becomes the beneficial owner, directly or indirectly (as determined under Rule 13d-3 promulgated under the Securities Exchange Act of 1934), of securities representing more than the amounts set forth in (C) below; (C) the acquisition of direct or indirect beneficial ownership (as determined under Rule 13d-3 promulgated under the Securities Exchange Act of 1934), in the aggregate, of securities of the Company representing twenty percent (20%) or more of the total combined voting power of the Company’s then issued and outstanding voting securities by any Person acting in concert as of the date of this Agreement; provided, however, that the Board may at any time and from time to time and in the sole discretion of the Board, as the case may be, increase the voting security ownership percentage threshold of this item (C) to an amount not exceeding forty percent (40%); or (D) the approval by the shareholders of the Company of any plan of or proposal for the complete liquidation or dissolution of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the assets of the Company; or (ii) during any period of not more than two (2) consecutive years, individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a person who has entered into agreement with the Company to effect a transaction described in clause (i)) whose election by the Board or nomination for election by the Company’s assetsstockholders was approved by a vote of at least two-thirds (-2/3) of 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, cease for any reason to constitute at least a majority thereof.

Change in Control. For purposes of this Agreement, a “Change in Control” shall be deemed to have occurred if of the Company means the occurrence of any of the following events: (i) any “person” merger, consolidation or other reorganization whereby the Company’s equity holders existing immediately prior to such merger, consolidation or reorganization do not, immediately after consummation of such merger, consolidation or reorganization, beneficially own (as such term is used in Sections 13(dwithin the meaning of Rule 13(d)(3) and 14(d) of promulgated under the Securities Exchange Act of 19341934 (as amended, as amended (the “Exchange Act”)) more than fifty percent (50%) of the combined voting power of the surviving entity’s then outstanding voting securities; (ii) the Bank is merged or consolidated into, or otherwise acquired by, an entity other than a trustee or other fiduciary holding securities under an employee benefit plan wholly-owned subsidiary of the Company or a corporation owned directly or indirectly by the stockholders of Company; (iii) the Company sells, leases or exchanges all or substantially all of its assets to any other person or entity in substantially which the same proportions as their ownership of stock Company, any subsidiary of the Company, or the Company’s equity holders existing immediately prior to such sale, lease or exchange beneficially own less than fifty percent (50%) of the combined voting power of such acquiring entity’s then outstanding voting securities; (iv) the Company is dissolved and liquidated; (v) any person or becomes the entity, including a “beneficial ownergroup” (as defined in Rule 13d-3 under contemplated by Section 13(d)(3) of the Exchange Act), directly acquires or indirectly, gains beneficial ownership of securities more than fifty percent (50%) of the Company representing 20% or more of the total combined voting power represented by of the Company’s then outstanding Voting Securities, voting securities; or (iivi) individuals who on any change in the date identity of this Agreement are members of the Board (the “Incumbent Board”) cease for any reason to constitute at least directors constituting a majority of the members of Board within a twenty-four (24)-month period unless the Board (provided, however, that if the appointment or election (or nomination for election) of any new Board member change was approved or recommended by a majority vote of the members of the Incumbent Board then still in officeDirectors, such new member shall be considered as where “Incumbent Director” means a member of the Incumbent Board)Board at the beginning of the period in question, including any director who was not a member of the Board at the beginning of such period but was elected or nominated to the Board by, or (iii) on the stockholders recommendation of or with the approval of, at least two-thirds of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company’s assetsdirectors who then qualified as Incumbent Directors.

Change in Control. For purposes of this Agreement, a “Change in Control” shall be deemed to have occurred if mean any of the following events, provided that such event is closed, consummated, completed, or disposed of on or after June 10, 2019: (i) any “person” a sale of all or substantially all of the assets of the Company; (as ii) a merger or consolidation in which the Company is not the surviving entity and in which the holders of the Company’s outstanding voting shares immediately prior to such term is used in Sections 13(d) and 14(dtransaction own, immediately after such transaction, securities representing less than fifty percent (50%) of the Securities Exchange Act voting power of 1934the entity surviving such transaction or, as amended where the surviving entity is a wholly-owned subsidiary of another entity, the surviving entity’s parent; (iii) a reverse merger in which the “Exchange Act”)Company is the surviving entity but the ordinary shares outstanding immediately preceding the merger are converted by virtue of the merger into other property, other whether in the form of securities of the surviving entity’s parent, cash or otherwise, and in which the holders of the Company’s outstanding voting stock immediately prior to such transaction own, immediately after such transaction, securities representing less than a trustee fifty percent (50%) of the voting power of the Company; or other fiduciary holding securities under (iv) an acquisition by any person, entity or group (excluding any employee benefit plan plan, or related trust, sponsored or maintained by the Company or subsidiary of the Company or a corporation owned directly or indirectly other entity controlled by the stockholders Company) of the Company in substantially the same proportions as their beneficial ownership of stock of the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 20% or more at least seventy-five percent (75%) of the total combined voting power represented by entitled to vote in the Company’s then outstanding Voting Securities, (ii) individuals who on the date election of this Agreement are members of the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the members of the Board (directors; provided, however, that if nothing in this paragraph shall apply to a sale of assets, merger or other transaction effected exclusively for the appointment or election (or nomination for election) purpose of any new Board member was approved or recommended by a majority vote of changing the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board), or (iii) the stockholders domicile of the Company approve and further provided that none of the foregoing transactions shall constitute a merger or consolidation Change in Control unless it also constitutes a change in ownership of the Company with any other corporation, other than within the meaning of Treasury Regulation Section 1.409A-3(i)(5)(v) or a merger or consolidation which would result change in ownership of a substantial portion of the Voting Securities assets of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities within the meaning of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company’s assetsTreasury Regulation Section 1.409A-3(i)(5)(vii).

Change in Control. For purposes of this Agreement, a “Change in ControlControl of the Company” shall be deemed to have occurred if (iA) there shall be consummated (1) any consolidation or merger of the Company or Bancorp in which the Company or Bancorp, as the case may be, is not the continuing or surviving corporation (unless the shareholders of Company or Bancorp, as the case may be, immediately before such merger own immediately after such merger more than a majority of the voting securities of the surviving entity), or pursuant to which shares of the Company’s or Bancorp’s common stock would be converted in whole or in part into cash, securities or other property, or (2) any sale, lease, exchange or transfer (in one transaction or a series of related transactions) of all or substantially all the assets of the Company or Bancorp, or (B) the shareholders of the Company or Bancorp shall approve any plan or proposal for the liquidation or dissolution of the Company or Bancorp, or (C) any “person” (as such term is used in Sections 13(d13(d)(3) and 14(d14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), other than the Company or Bancorp, or a trustee subsidiary thereof, or other fiduciary holding securities under an any employee benefit plan sponsored by the Company or Bancorp, or a subsidiary thereof, or a corporation owned, directly or indirectly, by the shareholders of the Company or a corporation owned directly or indirectly by the stockholders of the Company Bancorp in substantially the same proportions as their ownership of stock of the CompanyCompany or Bancorp, is or becomes shall become the “beneficial owner” owner (as defined in within the meaning of Rule 13d-3 under the Exchange Act), directly or indirectly, ) of securities of the Company or Bancorp representing 20% or more of the total combined voting power represented by the Company’s then outstanding Voting Securities, (ii) individuals who on the date of this Agreement are members of the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the members of the Board (provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board), or (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company’s assetsor Bancorp’s then outstanding securities ordinarily (and apart from rights accruing in special circumstances) having the right to vote in the election of directors as a result of a tender or exchange offer, open market purchases, privately negotiated purchases or otherwise.

Change in Control. For purposes of this Agreement, a “Change in Control” shall be deemed to have occurred if means (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934a sale, as amended (the “Exchange Act”)lease, other than a trustee exchange or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 20% or more of the total voting power represented by the Company’s then outstanding Voting Securities, (ii) individuals who on the date of this Agreement are members of the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the members of the Board (provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board), or (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (transfer in one transaction or a series of transactions) related transactions of all or substantially all of the Company’s assets, or (ii) a merger or consolidation of the Company with or into any other corporation or other entity or person or any other transaction or a series of related transactions, including the sale by the Company of new shares of its capital stock or a transfer of existing shares of capital stock of the Company, the result of which is that a third party that is not an affiliate of the Company or its stockholders (or a group of third parties not affiliated with the Company or its stockholders) immediately prior to such transaction acquires or holds capital stock of the Company representing a majority of the Company’s outstanding voting power immediately following such transaction; provided that the following events shall not constitute a “Change in Control”: (A) a transaction (other than a sale of all or substantially all of the Company’s assets) in which the holders of the voting securities of the Company immediately prior to the merger, consolidation or other transaction hold, directly or indirectly, at least a majority of the voting securities in the successor corporation or its parent immediately after the merger, consolidation or other transaction; (B) a sale, lease, exchange or other transaction in one transaction or a series of related transactions of all or substantially all of the Company’s assets to an affiliate of the Company; (C) an initial public offering of any of the Company’s securities; (D) a reincorporation of the Company solely to change its jurisdiction; (E) a transaction undertaken for the primary purpose of creating a holding company that will be owned in substantially the same proportion by the persons who held the Company’s securities immediately before such transaction; or (F) any transaction or series of transactions principally for bona fide equity financing purposes in which cash is received by the Company or any successor or indebtedness of the Company is cancelled or converted or a combination thereof. Notwithstanding the foregoing, if a Change in Control would give rise to a payment or settlement event with respect to any amount that constitutes “nonqualified deferred compensation,” the transaction or event constituting the Change in Control must also constitute a “change in control event” (as defined in Treasury Regulation §1.409A-3(i)(5)) in order to give rise to the payment or settlement event for such amount, to the extent required by Section 409A of the Code.

Change in Control. (a) For purposes of this Agreement, a “"Change in Control” " of the Company shall be deemed to have occurred if at such time as (iA) any “"person” " (as such the term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “"Exchange Act”"), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, ) is or becomes the “"beneficial owner” " (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of voting securities of the Institution or the Company representing 2025% or more of the total Institution's or the Company's outstanding voting power represented securities or right to acquire such securities except for any voting securities of the Institution purchased by the Company’s then outstanding Voting SecuritiesCompany and any voting securities purchased by any employee benefit plan of the Company or its Subsidiaries, or (iiB) individuals who constitute the Board on the date of this Agreement are members of the Board hereof (the “"Incumbent Board”") cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election was approved by a vote of at least three-quarters of the members of directors comprising the Board (providedIncumbent Board, however, that if the appointment or election (or whose nomination for election) of any new Board member election by the Company's stockholders was approved or recommended by a majority vote Nominating Committee solely composed of the members of the which are Incumbent Board then still in officemembers, such new member shall be be, for purposes of this clause (B), considered as though he were a member of the Incumbent Board), or (iiiC) a plan of reorganization, merger, consolidation, sale of all or substantially all the stockholders assets of the Company approve or similar transaction (a merger "Transaction") occurs or consolidation of the Company with any other corporationis effectuated, other than a merger or consolidation which would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent Transaction following which: (either by remaining outstanding or by being converted into Voting Securities of the surviving entityi) at least 80more than 50% of the total voting power represented by the Voting Securities equity ownership interests of the Company or entity resulting from such surviving entity outstanding Transaction are beneficially owned (within the meaning of Rule 13d-3 promulgated under the Exchange Act) in substantially the same relative proportions by persons who, immediately after prior to such merger or consolidationTransaction, or beneficially owned (within the stockholders meaning of Rule 13d-3 promulgated under the Exchange Act) more than 50% of the Company approve a plan of complete liquidation outstanding equity ownerships interests in the Company; and (ii) more than 50% of the Company or an agreement for securities entitled to vote generally in the sale or disposition election of directors of the entity resulting from such Transaction are beneficially owned (within the meaning of Rule 13d-3 promulgated under the Exchange Act) in substantially the same relative proportions by persons who, immediately prior to such Transaction, beneficially owned (within the Company meaning of (Rule 13d-3 promulgated under the Exchange Act) more than 50% of the securities entitled to vote generally in one transaction or a series the election of transactions) all or substantially all directors of the Company’s assets.

Change in Control. For purposes of this Agreement, a A “Change in Control” shall be deemed to have occurred if (i) there shall be consummated (1) any consolidation or merger of HMEC in which HMEC is not the continuing or surviving corporation, or pursuant to which shares of HMEC’s Common Stock would be converted into cash, securities or other property, other than a merger of HMEC in which no HMEC shareholder’s ownership percentage in the surviving corporation immediately after the merger is less than such shareholder’s ownership percentage in HMEC immediately prior to such merger by ten percent (10%) or more, or (2) any sale, lease exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of HMEC; (ii) the shareholders of HMEC approve any plan or proposal for the liquidation or dissolution of HMEC which is a part of a sale of assets, merger, or reorganization of HMEC or other similar transaction; (iii) any “personPerson” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than a trustee is or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned becomes, directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Companyindirectly, is or becomes the “beneficial owner,” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 20HMEC that represent 51% or more of the total combined voting power represented by the Companyof HMEC’s then outstanding Voting Securities, securities; or (iiiv) individuals who on the date of this Agreement are members of the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the members of the Company’s Board (provided, however, that if of Directors are persons who are then serving on the appointment or election (or nomination for election) Board of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board), or (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of the total voting power represented Directors without having been elected by the Voting Securities Board of the Company Directors or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition having been nominated by the Company for election of (in one transaction or a series of transactions) all or substantially all of the Company’s assetsits shareholders.

Change in Control. Notwithstanding the foregoing, if, prior to any Vesting Date, and within two years after the effectiveness of a Change in Control (as defined below), the Participant is (i) terminated by the Company without Cause (as defined below) or (ii) terminates his employment for Good Reason (as defined below), then, all (or, in the case of a performance-based RSU that is still subject to performance criteria per Exhibit A, the Target Number of RSUs (as defined on Exhibit A, if applicable) of the Participant’s unforfeited RSUs shall become immediately and fully vested and shall no longer be subject to the Forfeiture provisions under this Agreement and the Shares subject to such RSUs shall be delivered to the Participant as soon as practicable (but no later than thirty (30) days) following the date of the date of termination. For purposes of this Agreement, a section “Change in Control” shall be deemed means the first to have occurred if occur of any of the following events: (iI) any “person” (as such that term is used in Sections 13(d) Section 13 and 14(d14(d)(2) of the Securities Exchange Act of 1934, as amended 1934 (the “Exchange Act”), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or ) becomes the “beneficial owner” owner (as defined that term is used in Rule 13d-3 under Section 13(d) of the Exchange Act), directly or indirectly, of securities of the Company representing 20% fifty percent (50%) or more of the total voting power represented by the Company’s then outstanding Voting Securities, capital stock entitled to vote in the election of directors; (ii) individuals who on the date of this Agreement are members of the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the members of the Board (provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board), or (iiiII) the stockholders shareholders of the Company approve a any consolidation or merger or consolidation of the Company with any other corporationCompany, other than a consolidation or merger or consolidation which would result in the Voting Securities of the Company outstanding in which the holders of Common Stock immediately prior thereto continuing to represent the consolidation or merger hold more than fifty percent (either by remaining outstanding or by being converted into Voting Securities 50%) of the common stock of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding corporation immediately after such merger the consolidation or consolidation, merger; or (III) the stockholders shareholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company transfer of (in one transaction or a series of transactions) all or substantially all of the assets of the Company to parties that are not within a “controlled group of corporations” (as defined in Code Section 1563) in which the Company is a member; provided, that, in the event that the RSUs constitute nonqualified deferred compensation subject to Section 409A, such Change in Control is also a “change in control event” within the meaning of Treasury Regulation Section 1.409A-3(i)(5). For purposes of this Agreement, “Cause” shall mean (I) Participant commits a felony or engages in fraud, misappropriation or embezzlement, (II) Participant knowingly fails or refuses to perform his or her duties in a material way and, to the extent that the Company determines such failure or refusal can be reasonably cured, Participant fails or refuses to effect a cure within 10 days after the Company notifies the Participant in writing of the failure or refusal, (III) Participant knowingly causes, or knowingly creates a serious risk of causing, material harm to the Company’s assetsbusiness or reputation or (IV) Participant breaches, in a material way, Participant’s employment agreement (an “Employment Agreement”), to the extent one exists, Participant’s confidential information agreement or any other material agreement between the Participant and the Company, and to the extent that the Company determines such breach can reasonably be cured, Participant fails or refuses to effect a cure within 10 days after the Company’s notification to the Participant in writing of the breach. For purposes of this section, “Good Reason” shall mean termination of the Participant’s employment by the Participant within 90 days following (I) a material diminution in the Participant’s positions, duties or responsibilities, (II) a material reduction in the Participant’s then current base salary, (III) a material breach of any provision of the Participant’s Employment Agreement, to the extent one exists, by the Company or (IV) the Company changes Participant’s principal place of work to a location more than 50 miles from Participant’s then current principal place of work, unless Participant is on an international assignment, in which case, if, during the term of such assignment, the Company changes Participant’s principal place of work to a location more than 50 miles from the host location specified in his or her international assignment terms, as may be in effect from time to time. Notwithstanding the foregoing, a termination shall not be treated as a termination for Good Reason (I) if the Participant shall have consented in writing to the occurrence of the event giving rise to the claim of termination for Good Reason or (II) unless the Participant shall have delivered a written notice to the Company within thirty (30) days of his having actual knowledge of the occurrence of one of such events stating that he intends to terminate his employment for Good Reason and specifying the factual basis for such termination, and such event, if capable of being cured, shall not have been cured within thirty (30) days of the receipt of such notice.

Change in Control. Immediately upon the occurrence of a "Change in Control," the Employee shall become fully vested in all employee benefit programs (other than any tax qualified retirement or savings plan, the Employee's interest in which shall vest in accordance with such plan's terms), including without limitation, all stock options or other awards under the Stock Plan, in which he was a participant at the time of the Change in Control. For purposes of this Agreement, a “the term "Change in Control” " shall be deemed to have occurred if mean the occurrence of any of the following events after the date of this Agreement (i) the acquisition by any “person” individual, entity or group (as such term is used in Sections 13(dwithin the meaning of Section 13(d)(3) and 14(dor 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “"Exchange Act”), other than ") (a trustee or other fiduciary holding securities under an employee benefit plan "Person") of beneficial ownership (within the Company or a corporation owned directly or indirectly by the stockholders meaning of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 promulgated under the Exchange Act), directly ) of fifty percent (50%) or indirectly, more of the combined voting power of the then outstanding voting securities of the Company representing 20% or more entitled to vote generally in the election of the total voting power represented by the Company’s then outstanding directors ("Voting Securities, (ii) individuals who on the date of this Agreement are members of the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the members of the Board ("); provided, however, that if the appointment or election following acquisitions shall not constitute a Change in Control: (A) any acquisition by the Company, (B) any acquisition by any employee benefit plan (or nomination for electionrelated trust) sponsored or maintained by the Company or any corporation controlled by the Company or (C) any acquisition by the Employee (or a group including the Employee); (ii) the consummation of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in officereorganization, such new member shall be considered as a member of the Incumbent Board), or (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a reorganization, 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 80% fifty percent (50%) of the total combined voting power represented by of the Voting Securities of the Company or such surviving entity outstanding immediately after such reorganization, merger or consolidation, ; or (iii) the stockholders consummation of the Company approve a plan of complete liquidation of the Company or of an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) of all or substantially all of the Company’s 's assets.

Change in Control. For purposes of this Agreement, a “A Change in Control” Control shall be deemed to have occurred if mean any of the following: (i) (A) the making of a tender or exchange offer by any “person” person or entity or group of associated persons or entities (as such term is used in Sections 13(dwithin the meaning of Section 13(d)(3) and 14(dor 14(d)(2) of the Securities Exchange Act of 1934, as amended 1934 (the a “Exchange ActPerson”), ) (other than a trustee the Company or other fiduciary holding securities under an employee benefit plan its Affiliates) for shares of common stock of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, pursuant to which purchases are made of securities of the Company representing at least twenty percent (20% or more %) of the total combined voting power represented by of the Company’s then issued and outstanding Voting Securities, voting securities; (ii) individuals who on the date of this Agreement are members of the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the members of the Board (provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board), or (iiiB) the stockholders of the Company approve a merger or consolidation of the Company with with, or the sale or disposition of all or substantially all of the assets of the Company to, any other corporation, Person other than (a) a merger or consolidation which would result in the Voting Securities voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities voting securities of the surviving or parent entity) at least 80% fifty percent (50%) or more of the total combined voting power represented by of the Voting Securities voting securities of the Company or such surviving or parent entity outstanding immediately after such merger or consolidation, ; or the stockholders (b) a merger or capitalization effected to implement a recapitalization of the Company approve a (or similar transaction) in which no Person is or becomes the beneficial owner, directly or indirectly (as determined under Rule 13d-3 promulgated under the Securities Exchange Act of 1934), of securities representing more than the amounts set forth in (C) below; (C) the acquisition of direct or indirect beneficial ownership (as determined under Rule 13d-3 promulgated under the Securities Exchange Act of 1934), in the aggregate, of securities of the Company representing twenty percent (20%) or more of the total combined voting power of the Company’s then issued and outstanding voting securities by any Person acting in concert as of the date of this Agreement; provided, however, that the Board may at any time and from time to time and in the sole discretion of the Board, as the case may be, increase the voting security ownership percentage threshold of this item (C) to an amount not exceeding forty percent (40%); or (D) the approval by the shareholders of the Company of any plan of or proposal for the complete liquidation or dissolution of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the assets of the Company; or (ii) during any period of not more than two (2) consecutive years, individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a person who has entered into agreement with the Company to effect a transaction described in clause (i)) whose election by the Board or nomination for election by the Company’s assetsstockholders was approved by a vote of at least two-thirds (?) of 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, cease for any reason to constitute at least a majority thereof.

Change in Control. For purposes of this Agreement, a “Change in Control” Control shall be deemed to have occurred if as of the first day that any one or more of the following conditions shall have been satisfied: (a) Any "Person" (other than (i) any “person” (as such term is used those Persons in Sections 13(d) and 14(d) control of the Securities Exchange Act Company as of 1934the Effective Date, as amended (ii) any person or persons acting on behalf of the “Exchange Act”)Company in a distribution of stock to the public, other than a (iii) any trustee or other fiduciary holding securities under an any employee benefit plan of the Company Company, or (iv) a corporation owned directly or indirectly by the stockholders (immediately prior to such transaction) of the Company in substantially the same proportions as their ownership of stock of the Company) becomes a Beneficial Owner, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act)directly, directly or indirectly, of securities of the Company representing 20% thirty percent (30%) or more of the total combined voting power represented by of the Company’s 's then outstanding Voting Securities, securities; or (b) (i) a complete or substantial liquidation of the Company; or (ii) individuals who on the date sale or disposition of this Agreement are members of all or substantially all the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the members of the Board (provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board), Company's assets; or (iii) the stockholders of the Company approve a merger merger, consolidation, or consolidation reorganization of the Company with or involving any other corporationcorporation or entity, other than a merger merger, consolidation, or consolidation which reorganization that would result in the Voting Securities voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities voting securities of the surviving entity) at least 80% seventy percent (70%) of the total combined voting power represented by of the Voting Securities voting securities of the Company (or such surviving entity entity) outstanding immediately after such merger merger, consolidation or consolidationreorganization. In no event shall a Change in Control be deemed to have occurred, or with respect to the stockholders Executive, if the Executive is part of a purchasing group which consummates the Change in Control transaction. The Executive shall be deemed "part of a purchasing group" for purposes of the Company approve a plan preceding sentence if the Executive is an equity Executive in the purchasing company or group (except for: (i) passive ownership of complete liquidation less than one percent (1%) of the Company stock of the purchasing company; or an agreement for (ii) ownership of equity participation in the sale purchasing company or disposition group which is otherwise not significant, as determined prior to the Change in Control by a majority of the Company of (in one transaction or a series of transactions) all or substantially all nonemployee continuing directors of the Company’s assets.). 1.2

Change in Control. Upon the occurrence of a change in control of Employer as hereinafter defined, all amounts accumulated in Employee's Deferred Compensation Account shall immediately vest and shall be immediately payable to Employee. Employee, in his sole discretion, may elect to receive the transfer of the ownership of the life insurance policy on his life as payment and total satisfaction of all amounts due under this agreement. For purposes of this Agreementagreement, a “the term "Change in Control” " in ownership of Employer shall mean and shall be deemed to have occurred if (i) any “person” (, as such term is used in Sections 13(d) and 14(dSection 13 (d) of the Securities Exchange Act of 1934, as amended (the “"Exchange Act”"), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the “beneficial owner” owner (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of Employer representing thirty percent (30%) or more of the combined voting power of Employer's then outstanding securities, or (ii) there commences a tender offer for securities of Employer which, if successful, would result in any person becoming the beneficial owner (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly of securities of the Bank representing thirty percent (30%) or more of the combined voting power of Employer's then outstanding securities, or (iii) there is a consolidation or combination of Employer with, or merger of Employer into or with, any other company and the stockholders of Employer prior to such consolidation, combination or merger are not beneficial owners (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 20% a company that, directly or more of the total voting power represented by the Company’s then outstanding Voting Securities, (ii) individuals who on the date of this Agreement are members of the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the members of the Board (provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board), or (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company’s assets.indirectly

Change in Control. For purposes of this Agreement, a “Change in Control” shall mean, and shall be deemed to have occurred if if, on or after the date of this Agreement: (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)amended) or group acting in concert, other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company acting in such capacity or a corporation owned directly or indirectly by the stockholders shareholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange said Act), directly or indirectly, of securities of the Company representing 20% or more than fifty percent (50%) of the total voting power represented by the Company’s then outstanding Voting Securities, voting securities; (ii) during any period of two (2) consecutive years, individuals who on at the date beginning of this Agreement are members such period constitute the Board and any new director whose election by the Board or nomination for election by the Company’s shareholders was approved by a vote of at least two-thirds (2/3) of the Board (directors then still in office who either were directors at the “Incumbent Board”) beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the members of the Board (provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board), or thereof; (iii) the stockholders shareholders of the Company approve a merger or consolidation of the Company with any other corporation, corporation other than a merger or consolidation which would result in the Voting Securities voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities voting securities of the surviving entity) at least eighty percent (80% %) of the total voting power represented by the Voting Securities voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, ; or (iv) the stockholders shareholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of related transactions) all or substantially all of the Company’s assets.. ​

Change in Control. For purposes of this Agreement, a “(a) A "Change in Control” " of the Company shall be deemed to have occurred if if: (i1) any “"person” (," as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “"Exchange Act”), ") (other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a any corporation owned owned, directly or indirectly indirectly, by the stockholders shareholders of the Company in substantially the same proportions as their ownership of stock of the Company), is or becomes the “"beneficial owner” " (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 2025% or more of the total combined voting power represented by of the Company’s 's then outstanding Voting Securities, securities; (ii2) individuals who on the date of this Agreement are members of the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority there is elected 35% or more of the members of the Board (provided, however, that if of Directors of the appointment or election (or Company without the approval of the nomination for election) of any new Board member was approved or recommended such members by a majority vote of the members of the Incumbent Board then still in office, serving prior to such new member shall be considered as a member of the Incumbent Board), or election; (iii3) the stockholders shareholders of the Company approve a merger or consolidation of the Company with any other corporation, other than (i) a merger or consolidation which would result in the Voting Securities 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 80more than 75% of the total combined voting power represented by the Voting Securities of the Company voting securities of the Company, or such surviving entity entity, outstanding immediately after such merger or consolidation, ; or (ii) a merger or consolidation effected to implement a recapitalization of the stockholders Company (or similar transaction) in which no "person" (as defined above) acquires more than 25% of the combined voting power of the Company's then-outstanding securities; or (4) The shareholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) and all or substantially all of the Company’s 's assets.. (b) If any Change in Control of the Company occurs while this Agreement is effective and Executive's consulting services are terminated by Executive or by the Company (other than for Executive's death or disability) at that time or within six months after the date of the Change in Control (in Executive's case by Executive giving notice within that six month period, effective within 30 days after the notice is given, that his consulting services are terminated to the extent permitted under Section 8 above), regardless the reason, if any, the Company shall pay, transfer, and provide to Executive the following amounts, benefits, and assets:

Change in Control. For purposes of this Agreement, a “(a) A "Change in Control” " of the Company shall be deemed to have occurred if if: (i) any “1)any "person” (," as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “"Exchange Act”), ") (other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a any corporation owned owned, directly or indirectly indirectly, by the stockholders shareholders of the Company in substantially the same proportions as their ownership of stock of the Company), is or becomes the “"beneficial owner” " (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 2025% or more of the total combined voting power represented by of the Company’s 's then outstanding Voting Securities, securities; (ii) individuals who on the date of this Agreement are members of the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority 2)there is elected 35% or more of the members of the Board (provided, however, that if of Directors of the appointment or election (or Company without the approval of the nomination for election) of any new Board member was approved or recommended such members by a majority vote of the members of the Incumbent Board then still in office, serving prior to such new member shall be considered as a member of the Incumbent Board), or election; (iii) the stockholders 3)the shareholders of the Company approve a merger or consolidation of the Company with any other corporation, other than (i) a merger or consolidation which would result in the Voting Securities 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 80more than 75% of the total combined voting power represented by the Voting Securities of the Company voting securities of the Company, or such surviving entity entity, outstanding immediately after such merger or consolidation, ; or (ii) a merger or consolidation effected to implement a recapitalization of the stockholders Company (or similar transaction) in which no "person" (as defined above) acquires more than 50% of the combined voting power of the Company's then- outstanding securities; or (4)the Shareholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company’s 's assets. (b) If any Change in Control of the Company occurs and Executive's employment is terminated by the Company or the Executive within four months after the date of the Change in Control for any reason other than Executive's Death, the Company shall pay and provide to Executive the following amounts and benefits: (1)the sum of Executive's full base salary through the date of termination of his employment at the rate in effect at the time of termination or at the time the Change in Control occurs, whichever is higher, and an amount equal to the amount of any bonus which has been earned by him but not yet paid to him. These two amounts shall be paid to Executive in a lump sum within five days following the date of termination, or in the case of a bonus which is not readily calculable at such time, within five days after such bonus can be calculated; and (2)an amount equal to three times the highest total cash, stock and stock option cash value compensation (including base salary and bonuses) paid Executive in any of the Company's last three fiscal years completed prior to such termination. This amount shall be paid to Executive as provided in the last sentence of subsection (a) above; and (3)the benefits provided Executive under Section 3, such as, but not limited to, life, accident, disability, health and travel insurance, and other benefits in effect for Executive at the time notice of termination is given or at the time the Change in Control occurs, whichever may be higher in the case of each benefit, shall be provided to Executive by the Company to the same extent as if Executive had continued to be an employee of the Company for three (3) years from such termination, and such benefits shall, to the extent that they may not be provided or paid under any benefit plan or program, be provided or paid for by the Company by means other than such plan or program. (c) If applicable, the provisions of Section 7(b) shall control over the provisions of Sections 4 and/or 5. In the event that Executive's employment is not terminated by the Company or the Executive for any reason other than the Executive's death within the four month period specified in Section 7(b), the provisions of Sections 4 and 5 shall once again be applicable thereafter. (d) In the event that the payments and benefits specified in this Section 7 would be subject to the tax (the "Excise Tax") imposed by Section 4999 of the Internal Revenue Code of 1986 (the "Code"), as amended (or any similar tax that may hereinafter be imposed) because of "excess parachute payments," as defined in Section 280G of the Code, Executive and Company agree that the amounts payable pursuant to this Section 7 shall be reduced by such amount as shall be necessary to avoid the imposition of the Excise Tax. 8.

Change in Control. In the event of a Change in Control (as defined in Paragraph 10 of this Agreement), Employee shall be entitled to receive, at his option, $100,000 or 10,000 shares of the Company's common stock. For purposes of this Agreement, a “Change in Control” shall be Control is deemed to have occurred if if: (i) any “person” individual, corporation (other than Company), partnership, trust, association, pool, syndicate or any other entity, or any group of the foregoing acting in concert, becomes the beneficial owner (as such term that concept is used defined in Sections 13(d) and 14(d) of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, ) of securities of Company possessing at least 25% of the voting power for the election of directors of Company representing 20% as a result of any one or more of securities transactions, including gifts and stock redemptions, but excluding transactions described in the total voting power represented by the Company’s then outstanding Voting Securities, cluse (ii) individuals who on immediately following; (ii) the date is consummated any consolidation, merger or stock for stock exchange involving Company or securities of this Agreement are members Company in which the holders fo voting securities of the Board Company immediately prior to such consummation own, as a group, immediately after such consummation voting securities of Company (the “Incumbent Board”) cease for any reason to constitute at least a majority of the members of the Board (providedor, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in officeifCompany does not survive such transaction, such new member shall be considered as a member voting securities of the Incumbent Board), or (iiiteh company surviving such transaction) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other having less than a merger or consolidation which would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 8050% of the total voting power represented by the Voting Securities in an election of directors of the Company (or such other surviving entity outstanding immediately after corporation), excluding securities held by any memebers of such merger group which represent disproportionate percentage increases in their sharehldings vis-a-vis other members of such group; or consolidation(iii) there is consummated any sale, lease, exchange or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale other transfer or disposition by the Company of (in one transaction or of a series of related transactions) ), but excluding any transaction in the immediately preceding clause (ii), of all or substantially all fo the assets fo Company to a party which is not an Affiliate (as defined in Paragraph 10 of this Agreement) of Company. For purposes of this Agreement, Affiliate means; (i) any person which, diredctly or indirectly, is in control of, is controlled by or is under common control with the party for whom an affiliate is being determined; (ii) any person who is a director or officer of any person describe in clause (i) above or of the Company’s assetsparty for whom an affiliate is being determined; or (iii) any partner (general or limited), trustee, beneficiary, spouse, child, including an adult child or sibling of any person described in clause (i) above or of the party for whom an affiliate is being determined. For purposes hereof, control of a person means the power, direct or indirect, to: (a) vote 25%or more of the securities having ordinary voting power for the election of directors (or comparable positions) of such person; or (b) direct or cause the direction of the management and policies fo such person, whether by contact or otherwise and either alone or in conjunction with others.

Change in Control. For purposes of this Agreement, a The term “Change in Control” shall mean a change in the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of the Corporation or any successor in interest to the Corporation, whether through the ownership of voting securities, by contract or otherwise. A Change in Control shall be deemed to have occurred if any of the following occur after the date of this Agreement: (i) any “person” (as such term is used in Sections 13(d13(d)(3) and 14(d14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), ) other than the Corporation, a trustee or other fiduciary holding securities under an employee benefit plan of the Company Corporation or a corporation owned directly or indirectly by the stockholders of the Company Corporation in substantially the same proportions as their ownership of stock of the CompanyCorporation, is or becomes the “beneficial owner” (as defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of the Company Corporation representing 2015% or more of the total voting power represented by the Company’s Corporation's then outstanding Voting Securities, (ii) individuals who on the date during any period of this Agreement are members of the Board (the “Incumbent Board”) two consecutive years, Continuing Directors cease for any reason to constitute at least a majority of the members of the Board (providedof Directors, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board), or (iii) the death, removal or resignation of [three] or more Continuing Directors during any 12 month period, (iv) the stockholders of the Company Corporation approve (A) a merger or consolidation of the Company Corporation with any other corporation, entity other than a merger or consolidation which would result in the Voting Securities of the Company Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 8060% of the total voting power represented by the Voting Securities of the Company Corporation or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve (B) a plan of complete dissolution or liquidation of the Company Corporation or an agreement for the sale sale, lease, conveyance, disposition or disposition other transfer by the Company Corporation of (in one transaction or a series of transactions) all or substantially all of the Company’s Corporation's assets, or (v) there occurs any other event of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or a response to any similar item on any similar schedule or form) promulgated under the Exchange Act, whether or not the Corporation is then subject to such reporting requirement.

Change in Control. For purposes of this Agreement, a “Change in Control” of the Company shall be deemed to have occurred if (i) any “person” person (as such that term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as in effect on the date of this Agreement) other than a trustee the Parent is or other fiduciary holding becomes the beneficial owner (as that term is used in Section 13(d) of the Exchange Act, and the rules and regulations promulgated thereunder, as in effect on the date of this Agreement) of 20% or more of the combined voting power of the outstanding voting securities under entitled to vote generally in the election of directors (“Voting Securities”) of the Company, and the Parent ceases to own at least 60% directly or indirectly of the Voting Securities, excluding, however (A) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by the Parent or an entity (including the Company) controlled by the Parent, or (B) any acquisition by an entity controlled by the Parent; (ii) the Company shall be merged or consolidated with, or, in any transaction or series of transactions, substantially all of the business or assets of the Company shall be sold or otherwise acquired by, another corporation or entity unless, as a result thereof, the Parent shall beneficially own, directly or indirectly, at least 60% of the combined Voting Securities of the surviving, resulting or transferee corporation or entity (including without limitation, a corporation owned that as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or indirectly through one or more subsidiaries); or (iii) the approval of a complete liquidation or dissolution of the Company by its stockholder(s). A “Change in Control” of the Parent shall be deemed to have occurred if (i) any person (as that term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of £1934, as amended (the “‘Exchange Act”) as in effect on the date of this Agreement) is or becomes the beneficial owner (as that term is used in Section 13(d) of the Exchange Act, and the rules and regulations promulgated thereunder, as in effect on the date of this Agreement) of 20% or more of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors (“Voting Securities”) of the Company, excluding, however, the following: (A) any acquisition directly from the Company, other than an acquisition by virtue of the exercise of a conversion privilege unless the security being so converted was itself acquired directly from the Company, (B) any acquisition by the Company, (C) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by the Parent or entity controlled by the Company, or (D) any acquisition pursuant to a transaction that complies with clauses (A), (B) and (C) of clause (iii) below, (ii) more than 50% of the members of the Board of Directors of the Parent shall not be Continuing Directors (which term, as used herein, means the directors of the Parent (A) who were members of the Board of Directors of the Parent on the date hereof or (B) who subsequently became directors of the Parent and who were elected or designated to be candidates for election as nominees of the Board of Directors, or whose election or nomination for election by the Company’s stockholders was otherwise approved, by a vote of a majority of the Continuing Directors then on the Board of Directors but shall not include, in any event, any individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14(a)-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board of Directors), (iii) the Parent shall be merged or consolidated with, or, in any transaction or series of transactions, substantially all of the business or assets of the Parent shall be sold or otherwise acquired by, another corporation or entity unless, as a result thereof, (A) the stockholders of the Company Parent immediately prior thereto shall beneficially own, directly or indirectly, at least 60% of the combined Voting Securities of the surviving, resulting or transferee corporation or entity (including, without limitation, a corporation that as a result of such transaction owns the Parent or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) (“Newco”) immediately thereafter in substantially the same proportions as their ownership of stock of the Companyimmediately prior to such corporate transaction, is or becomes the “beneficial owner” (B) no person beneficially owns (as defined such terms are used in Rule 13d-3 under Sections 13(d) and 14(d) of the Exchange Act, and the rules and regulations promulgated thereunder (as in effect on the date hereof), directly or indirectly, of securities of the Company representing 20% or more of the total voting power represented by combined Voting Securities of Newco immediately after such corporate transaction except to the Company’s then outstanding Voting Securities, (ii) individuals who on the date of this Agreement are members extent that such ownership of the Board Parent existed prior to such corporate transaction and (the “Incumbent Board”C) cease for any reason to constitute at least a majority more than 50% of the members of the Board (provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote Directors of the members of the Incumbent Board then still in office, such new member Newco shall be considered as a member of the Incumbent Board), Continuing Directors or (iiiiv) the stockholders of the Company Parent approve a merger complete liquidation or consolidation dissolution of the Company with any other corporation, other than a merger or consolidation which would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company’s assetsParent.

Change in Control. No benefits shall be payable under this ------------------- Agreement unless there shall have been a change in control of the Company, as set forth below, and Employee's employment with the Employer (or any other direct or indirect subsidiary of the Company) shall thereafter have been terminated within two (2) years following the date of such change in control in accordance with Section 3 below. For purposes of this Agreement, a “Change "change in Control” control of the Company" shall be deemed to have occurred if mean the occurrence of any of the following events: (i) there shall be consummated (x) any “consolidation, amalgamation, merger or other form of business combination of the Company, or to which the Company is a party, in which (I) the Company is not the continuing or surviving corporation or (II) where the Company is the continuing or surviving corporation, the Company's Ordinary Shares would be converted into cash, securities or other property, or the holders of the Company's Ordinary Shares immediately prior to the consolidation, amalgamation, merger or other form of business combination would represent less than a majority of the common stock or ordinary shares of the surviving corporation immediately after the consolidation, amalgamation, merger or other form of business combination, or (y) any sale, lease, exchange or other transfer (excluding transfer by way of pledge or hypothecation), in one transaction or a series of related transactions, of all, or substantially all, of the assets of the Company, (ii) the shareholders of the Company approve any plan or proposal for the liquidation or dissolution of the Company, (iii) any "person” " (as such term is used defined in Sections 13(dSection 3(a)(9) and 14(dor Section 13(d)(3) of under the Securities Exchange Act of 1934, as amended (the “Exchange "1934 Act”")) or any "group" (as such term is used in Rule 13d-5 promulgated under the 1934 Act), other than a trustee the Company or other fiduciary holding securities under an any successor of the Company or any subsidiary of the Company or any employee benefit plan of the Company or any subsidiary (including such plan's trustee), becomes a corporation owned directly or indirectly by the stockholders beneficial owner for purposes of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 promulgated under the Exchange 1934 Act), directly or indirectly, of securities of the Company representing 2025.0% or more of the total voting power represented by Company's then outstanding securities having the right to vote in the election of Directors of the Company’s then outstanding Voting Securities, or (iiiv) during any period of two consecutive years, individuals who on who, at the date beginning of this Agreement are members such period constituted the entire Board of Directors of the Board Company (the “"Board", and such individuals being referred to as the "Incumbent Board”) Directors"), cease for any reason (other than death) to constitute at least a majority of the members Directors of the Board (providedCompany, howeverunless the election, that if or the appointment or election (or nomination for election) , by the Company's shareholders, of any each new Board member Director of the Company was approved or recommended by a majority vote of the members at least two-thirds of the Incumbent Board then still in office, Directors (so long as such new member shall be considered as Director was not nominated by a member of the Incumbent Board), or (iii) the stockholders of the Company approve person who expressed an intent to effect a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result change 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 80% of the total voting power represented by the Voting Securities control of the Company or engage in a proxy or other control contest) in which case such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or new Director shall be considered an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company’s assetsIncumbent Director.

Change in Control. For purposes of this Agreement, a A “Change in Control” shall be deemed to have occurred if and when, after the date hereof, (i) any “person” (as such that term is used in Sections Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) on the date hereof), other than a trustee including any “group” as such term is used in Section 13(d)(3) of the Exchange Act on the date hereof, shall acquire (or other fiduciary holding securities under an employee benefit plan disclose the previous acquisition of) beneficial ownership (as that term is defined in Section 13(d) of the Exchange Act and the rules thereunder on the date hereof) of shares of the outstanding stock of any class or classes of the Company which results in such person or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 20group possessing more than 50% or more of the total voting power represented by of the Company’s then outstanding Voting Securities, voting securities ordinarily having the right to vote for the election of directors of the Company; or (ii) as the result of, or in connection with, any tender or exchange offer, merger or other business combination, or contested election, or any combination of the foregoing transactions (a “Transaction”), the owners of the voting shares of the Company outstanding immediately prior to such Transaction own less than a majority of the voting shares of the Company after the Transaction; or (iii) during any period of two consecutive years during the term of this Agreement, individuals who on at the date beginning of this Agreement are members such period constitute the Board of Directors of the Board Company (or who take office following the “Incumbent Board”approval of a majority of the directors then in office who were directors at the beginning of the period) cease for any reason to constitute at least one-half thereof, unless the election of each director who was not a majority director at the beginning of the members of the Board (provided, however, that if the appointment or election (or nomination for election) of any new Board member was such period has been approved or recommended in advance by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board), or (iii) the stockholders directors of the Company approve a merger representing at least one-half of the directors then in office who were directors at the beginning of the period; or consolidation (iv) the sale, exchange, transfer, or other disposition of all or substantially all of the assets of the Company with (a “Sale Transaction”). Notwithstanding the foregoing, a “Change in Control” shall not be deemed to have occurred for purposes of this Agreement (a) if the Executive, alone or as part of any other corporation“group” as such term is used in Section 13(d)(3) of the Exchange Act on the date hereof, other than a merger shall acquire (or consolidation which would result disclose the previous acquisition thereof) beneficial ownership (as that term is defined in Section 13(d) on the Voting Securities Exchange Act and the rules thereunder on the date hereof) of shares of the outstanding stock of any class or classes of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding that results in the Executive or by being converted into Voting Securities the Executive as part of the surviving entity) at least 80any “group” possessing more than 50% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company’s assetsoutstanding voting securities ordinarily having the right to vote for the election of directors of the Company; (b) upon the occurrence of any Transaction, Sale Transaction, consolidation, or reorganization involving the Company and the Executive, alone or with other officers of the Company, or any entity in which the Executive (alone or with other officers) has, directly or indirectly, any equity or ownership interest, except where such entity is a publicly traded company and the Executive does not own more than a 1% interest in such entity prior to the Transaction, Sale Transaction, consolidation, or reorganization; (c) in a transaction otherwise commonly referred to as a “management leveraged buyout”; or (d) in an acquisition of stock of the Company by employee benefit plans sponsored by the Company.

Change in Control. For purposes of this Agreement, a “Change in of Control” shall be deemed to have occurred if means the occurrence of any of the following: (i) any Any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or amended) becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange said Act), directly or indirectly, of securities of the Company representing 2050% or more of the total voting power represented by by, or 50% or more of the fair value of, the Company’s then outstanding Voting Securities, voting securities; (ii) individuals who on the date any action or event occurring within a two-year period, as a result of this Agreement are members of the Board (the “Incumbent Board”) cease for any reason to constitute at least which less than a majority of the members directors are Incumbent Directors. “Incumbent Directors” will mean directors who either (A) are directors of the Board Company as of the date hereof, or (providedB) are elected, however, that if the appointment or election (or nomination nominated for election) , to the Board with the affirmative votes of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still Directors at the time of such election or nomination (but will not include an individual whose election or nomination is in office, such new member shall be considered as a member connection with an actual or threatened proxy contest relating to the election of directors to the Incumbent BoardCompany), or ; (iii) the stockholders consummation of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the Voting Securities voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities voting securities of the surviving or resulting entity, including any parent holding company) at least 80% fifty percent (50%) of the total voting power represented by the Voting Securities voting securities of the Company or such surviving or resulting entity outstanding immediately after such merger or consolidation, ; or (iv) the stockholders consummation of the Company approve a plan of complete liquidation of the Company sale, lease or an agreement for the sale or other disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company’s assets.

Change in Control. For purposes of this Agreement, a “Change in Control” shall be deemed to have occurred if (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”amended), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange said Act), directly or indirectly, of securities of the Company representing 20% or more of the total voting power represented by the Company’s then outstanding Voting Securities, (ii) individuals who on the date of this Agreement are members of the Company’s Board of Directors (the “Incumbent Board”) cease for any reason to constitute at least a majority of the members of the Company’s Board of Directors (the “Board”) (provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board), or (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company’s assets.

Change in Control. For purposes of this Agreement, a “A Change in Control” Control of the Corporation shall be deemed to have occurred if (i) any “person” ("Person" as such term is used in Sections Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “"Exchange Act”), ") (other than a the Corporation, any trustee or other fiduciary holding securities under an employee benefit plan of the Company Corporation, or a any corporation owned owned, directly or indirectly indirectly, by the stockholders of the Company Corporation in substantially the same proportions as their ownership of stock of the CompanyCorporation), is or becomes the “"beneficial owner” " (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company Corporation representing 20more than 50% or more of the total combined voting power represented by of the Company’s Corporation's then outstanding Voting Securitiessecurities, (ii) during any 12-month period (not including any period prior to the execution of this Agreement), individuals who on at the date beginning of such period constituted the Board, and any new director (other than a director designated by a person who has entered into an agreement with the Corporation to effect a transaction described in subclauses (i), (iii) or (iv) of this Agreement are paragraph) whose election by the Board or nomination for election by the Corporation's stockholders was approved by a vote of at least 66-2/3% of the members of the Board (then still in office who either were directors at the “Incumbent Board”) beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the members of the Board (providedthereof, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board), or (iii) the Corporation's stockholders of the Company approve a merger or consolidation of the Company Corporation with any other corporation, other than (A) a merger or consolidation which would result in the Voting Securities voting securities of the Company Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities voting securities of the surviving entity) at least 80more than 50% of the total combined voting power represented by the Voting Securities of the Company voting securities of the Corporation or such surviving entity outstanding immediately after such merger or consolidationconsolidation or (B) a merger or consolidation effected to implement a recapitalization of the Corporation (or similar transaction) in which no "person" (as defined above) acquires more than 50% of the combined voting power of the Corporation's then outstanding securities, or (iv) the stockholders of the Company Corporation approve a plan of complete liquidation of the Company Corporation or an agreement for the sale or disposition by the Company Corporation of (in one transaction or a series of transactions) all or substantially all of the Company’s Corporation's assets. Amendment To Employment Agreement This Amendment dated as of 14 June 2005 (the "Amendment") to the Employment Agreement (the "Agreement") dated as of 25 July 2000 by and between ANADIGICS, Inc., a Delaware corporation (the "Corporation"), and Charles Xxxxx (xxx "Executive"), is made and entered into by and between the Corporation and the Executive. Unless otherwise defined herein, capitalized terms have the same meanings as in the Agreement.

Change in Control. For purposes of this Agreement, a “Change in Control” means a change in control of the Company occurring after January 31, 2010, of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or in response to any similar item on any similar schedule or form) promulgated under the Securities Exchange Act of 1934 (the “Act”), whether or not the Company is then subject to such reporting requirement; provided, however, that, without limitation, such a Change in Control shall be deemed to have occurred if after June 1, 2010, (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), ) other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, Company is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 2015% or more of the total combined voting power represented by of the Company’s then outstanding Voting Securities, securities without the prior approval of at least two-thirds of the members of the board of directors of the Company in office immediately prior to such person attaining such percentage interest; (ii) individuals who on there occurs a proxy contest, or the date Company is a party to a merger, consolidation, sale of this Agreement are assets, plan of liquidation or other reorganization not approved by at least two-thirds of the members of the Board board of directors of the Company then in office, as a consequence of which members of the board of directors in office immediately prior to such transaction or event constitute less than a majority of the board of directors thereafter; or (iii) during any period of two consecutive years, other than as a result of an event described in clause (ii) of this subsection (c), individuals who at the “Incumbent Board”beginning of such period constituted the board of directors of the Company (including for this purpose any new director whose election or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of such period) cease for any reason to constitute at least a majority of the members board of the Board (provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board), or (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company’s assetsdirectors.

Change in Control. For purposes of this Trust Agreement, a “"Change in Control” " shall be deemed to have occurred if (i) any “person” person (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”amended), other than a trustee (such as Trustee) or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the “beneficial owner” owner (as defined in Rule 13d-3 under the Exchange said Act), directly or indirectly, of securities of the Company representing 20% or more of the total voting power represented by the Company’s 's then outstanding Voting Securities, voting securities; (ii) during any period of two consecutive years, individuals who on at the date beginning of this Agreement are members such period constitute the Board of Directors of the Company and any new director whose election by the Board of Directors or nomination for election by the Company's stockholders was approved by a vote of at least two-thirds (2/3) of the “Incumbent Board”) 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, cease for any reason to constitute at least a majority of the members of the Board (provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board), thereof; or (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the Voting Securities voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities voting securities of the surviving entity) at least 80% of the total voting power represented by the Voting Securities voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company’s 's assets. For purposes of this subsection, voting securities means any securities which vote generally in the election of directors. The Trustee shall have no independent duty to determine that a Change in Control has occurred and shall not be required to take any action or refrain from taking any actions hereunder which are based on a Change in Control having occurred prior to the time it receives written notice from the Employer or a Participant that a Change in Control has occurred or will occur and has had a reasonable opportunity to determine whether a Change in Control, in fact, has occurred. At the Trustee's request, the Employer shall furnish such evidence as may be necessary to enable the Trustee to determine whether a Change in Control has occurred. In taking or refraining from any action under this Trust Agreement, the Trustee may rely on its determination, including an opinion of counsel (who may be counsel to the Employer or the Trustee), that a Change in Control has occurred. The Trustee's determination as to whether a Change in Control has occurred shall be binding and conclusive on all persons.

Change in Control. Notwithstanding any vesting provisions identified in this Section 4, upon the occurrence of a "Change in Control" of the Company as defined herein, all unvested options granted pursuant to this Section 4 shall immediately vest and become fully exercisable and remain exercisable throughout their entire term. For purposes of this Agreement, a “the term "Change in Control” " shall be deemed to mean that any one of the following events shall have occurred if occurred: (i) a person, partnership, joint venture, corporation or other entity, or two or more of any “of the foregoing acting as a group (or a "person” (as such term is used in Sections 13(d) and 14(d" within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange "1934 Act”"), other than the Company, a trustee or other fiduciary holding securities under majority-owned subsidiary of the Company, an employee benefit plan (or related trust) of the Company or a corporation owned such subsidiary, (A) directly or indirectly by become(s) after the stockholders effective date of grant of the Company stock options hereunder the "beneficial owner" (as defined in substantially Rule 13(d)(3) under the same proportions as their ownership 1934 Xxx) xx 15% or more of the then outstanding voting stock of the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 20B) makes a tender offer for 15% or more of the total outstanding voting power represented by securities of the Company’s then outstanding Voting Securities, ; or (ii) individuals who on the date of this Agreement are members constitute a majority of the Board (of Directors at the “Incumbent Board”) cease for any reason to constitute effective date hereof, or individuals elected or nominated directly or indirectly by at least a majority of the members such current directors, no longer constitute a majority of the Company's Board (provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board), Directors; or (iii) the stockholders Company enters into (A) a plan of complete liquidation of the Company approve Company; or (B) an agreement for the sale or disposition of all or substantially all of the Company's assets (other than to a merger subsidiary of the Company); or consolidation (C) a merger, consolidation, or reorganization of the Company with or involving any other corporation, other than a merger merger, consolidation, or consolidation which reorganization that would result in the Voting Securities voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities voting securities of the surviving entity) at least 80% seventy- five percent (75%) of the total combined voting power represented by of the Voting Securities voting securities of the Company (or such surviving entity entity) outstanding immediately after such merger merger, consolidation or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company’s assetsreorganization.

Change in Control. For purposes of this AgreementSection 9, a “"Change in Control” " shall be deemed to have occurred if mean (i) the sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the assets of the Company and the Company's subsidiaries (if any), taken as a whole, to any “unaffiliated entity in an arm's length transaction; (ii) the Company consolidates with or merges into an unaffiliated entity or an unaffiliated entity consolidates with, or merges into, the Company, in any such event pursuant to an arm's length transaction in which the outstanding shares of common stock of Company are changed into or exchanged for cash, securities or other property, other than any such transaction where the holders of the shares of common stock of Company immediately prior to such transaction own, directly or indirectly, not less than a controlling interest in the voting equity of the surviving or resulting entity immediately after such transaction; or (iii) the consummation of any transaction or series of transaction (including, without limitation, any merger or consolidation) the result of which is that any unaffiliated entity or person” , becomes the beneficial owner (as such term is used defined in Sections 13(d) Rule 13d-3 and 14(d) of Rule 13d-5 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Actamended), directly or indirectly, of securities of the Company representing 2051% or more of the total voting power represented by equity of Company. The parties believe that the Company’s then outstanding Voting Securities, (ii) individuals who on the date of this Agreement are members payments pursuant to Sections 8 and 9 hereof do not constitute "Excess Parachute Payments" under Section 280G of the Board Internal Revenue Code of 1986, as amended (the “Incumbent Board”"CODE"). Notwithstanding such belief, if any benefit under these sections constitutes an "Excess Parachute Payment" the Company shall pay to Officer an additional amount ("TAX PAYMENT") cease for any reason to constitute at least a majority such that the excess of all Excess Parachute Payments (including payments under this sentence) over the sum of excise tax thereon under Section 4999 of the members Code and income tax thereon under Subtitle A of the Board Code and under applicable state law is equal to the excess of all Excess Parachute Payments (provided, however, that if the appointment or election (or nomination for electionexcluding payments under this sentence) of any new Board member was approved or recommended by a majority vote over income tax thereon under Subtitle A of the members of the Incumbent Board then still in office, such new member Code and under applicable state law. Such Tax Payment shall be considered as a member of paid to Officer concurrently with the Incumbent Board), or (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result severance payment referred to 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 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company’s assetsSection 9.1 above.

Change in Control. No benefits shall be payable under this Agreement unless there shall have been a change in control of the Company, as set forth below, and Employee's employment by the Employer (or any other direct or indirect subsidiary of the Company) shall thereafter have been terminated within two (2) years of the date of such change in control in accordance with Section 3 below. For purposes of this Agreement, a “Change "change in Control” control of the Company" shall be deemed to have occurred if mean the occurrence of any of the following events: (i) there shall be consummated (x) any “consolidation, amalgamation or merger of the Company in which the Company is not the continuing or surviving corporation or pursuant to which the Company's Ordinary Shares would be converted into cash, securities or other property, other than a consolidation, amalgamation or merger of the Company in which the holders of the Company's Ordinary Shares immediately prior to the consolidation, amalgamation or merger have the same proportionate ownership of common stock or ordinary shares of the surviving corporation immediately after the consolidation, amalgamation or merger, or (y) any sale, lease, exchange or other transfer (excluding transfer by way of pledge or hypothecation), in one transaction or a series of related transactions, of all, or substantially all, of the assets of the Company, (ii) the shareholders of the Company approve any plan or proposal for the liquidation or dissolution of the Company, (iii) any "person” " (as such term is used defined in Sections 13(dSection 3(a)(9) and 14(dor Section 13(d)(3) of under the Securities Exchange Act of 1934, as amended (the “Exchange "1934 Act”)) or any "group" (as such term is used in Rule 13d-5 promulgated under the 1934 Act), other than a trustee the Company or other fiduciary holding securities under an any successor of the Company or any subsidiary of the Company or any employee benefit plan of the Company or a corporation owned directly or indirectly by any subsidiary (including such plan's trustee), becomes, without the stockholders prior approval of the Board of Directors of the Company in substantially (the same proportions as their ownership "Board"), a beneficial owner for purposes of stock of the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 promulgated under the Exchange 1934 Act), directly or indirectly, of securities of the Company representing 2025.0% or more of the total voting power represented by Company's then outstanding securities having the right to vote in the election of Directors of the Company’s then outstanding Voting Securities, or (iiiv) during any period of two consecutive years, individuals who on who, at the date beginning of this Agreement are members of such period constituted the Board (the “Incumbent entire Board”) , cease for any reason (other than death) to constitute at least a majority of the members Directors of the Board (providedCompany, howeverunless the election, that if or the appointment or election (or nomination for election) , by the Company's shareholders, of any each new Board member Director of the Company was approved or recommended by a majority vote of the members at least two-thirds of the Incumbent Board Directors of the Company then still in office, such new member shall be considered as a member of the Incumbent Board), or (iii) the stockholders office who were Directors of the Company approve a merger or consolidation at the beginning of the Company with any other corporation, other than a merger or consolidation which would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company’s assetsperiod.

Change in Control. Notwithstanding the foregoing, upon the effectiveness of a Change in Control, (as defined below) that precedes the Determination Date, the performance goals set forth in Exhibit A will deemed to have been fully achieved as of the Determination Date. The RSUs shall continue to vest thereafter in accordance with Section 2. If the Participant, within two years of the effectiveness of a Change in Control (as defined below), is (i) terminated by the Company without Cause (as defined below) or (ii) terminates his employment for Good Reason (as defined below), then, 100% of the Participant's RSUs shall become immediately and fully vested and shall no longer be subject to the Forfeiture provisions under this Agreement. For purposes of this Agreement, a “section "Change in Control” shall be deemed " means the first to have occurred if occur of any of the following events: (iI) any “"person” " (as such that term is used in Sections 13(d) Section 13 and 14(d14(d)(2) of the Securities Exchange Act of 1934, as amended 1934 (the “"Exchange Act”"), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or ) becomes the “beneficial owner” owner (as defined that term is used in Rule 13d-3 under Section 13(d) of the Exchange Act), directly or indirectly, of securities of the Company representing 20% fifty percent (50%) or more of the total voting power represented by Company's capital stock entitled to vote in the Company’s then outstanding Voting Securities, election of directors; (ii) individuals who on the date of this Agreement are members of the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the members of the Board (provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board), or (iiiII) the stockholders shareholders of the Company approve a any consolidation or merger or consolidation of the Company with any other corporationCompany, other than a consolidation or merger or consolidation which would result in the Voting Securities of the Company outstanding in which the holders of the common stock of the Company immediately prior thereto continuing to represent the consolidation or merger hold more than fifty percent (either by remaining outstanding or by being converted into Voting Securities 50%) of the common stock of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding corporation immediately after such merger the consolidation or consolidation, merger; or (III) the stockholders shareholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company transfer of (in one transaction or a series of transactions) all or substantially all of the assets of the Company to parties that are not within a "controlled group of corporations" (as defined in Code Section 1563) in which the Company is a member. For purposes of this Agreement, "Cause" shall mean conviction for the commission of a felony, willful failure by the Participant to perform his responsibilities to the Company’s assets, or willful misconduct by the Employee. For purposes of this section, "Good Reason" shall mean termination of the Participant's employment by the Participant within 90 days following (I) a material diminution in the Participant's positions, duties and responsibilities from those described in this Employment Agreement, (II) a material reduction in the Participant's base salary (other than a reduction which is part of a general salary reduction program affecting senior executives of the Company), (III) a material reduction in the aggregate value of the pension and welfare benefits provided to the Participant from those in effect prior to the Change in Control (other than a reduction which is proportionate to the reductions applicable to other senior executives pursuant to a cost-saving plan that includes all senior executives), (IV) a material breach of any provision of this Employment Agreement by the Company or (V) the Company's requiring the Participant to be based at a location that creates for the Participant a one way commute in excess of 60 miles from his primary residence, except for required travel on the Company's business to an extent substantially consistent with the business travel obligations of the Participant under this Employment Agreement. Notwithstanding the foregoing, a termination shall not be treated as a termination for Good Reason (I) if the Participant shall have consented in writing to the occurrence of the event giving rise to the claim of termination for Good Reason or (II) unless the Participant shall have delivered a written notice to the Company within 30 days of his having actual knowledge of the occurrence of one of such events stating that he intends to terminate his employment for Good Reason and specifying the factual basis for such termination, and such event, if capable of being cured, shall not have been cured within 30 days of the receipt of such notice.

Change in Control. For purposes of this Agreement, a “A "Change in Control” " shall be deemed to have occurred if (i) any “person” person or group of persons (as such term is used defined in Sections Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange "1934 Act”)") together with its affiliates, other than a trustee or other fiduciary holding securities under an excluding employee benefit plan plans of the Company is or a corporation owned becomes, directly or indirectly by indirectly, the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the “"beneficial owner” " (as defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of 1934 Xxx) xx securities of the Company representing 20% or more of the total combined voting power represented by of the Company’s 's then outstanding Voting Securities, securities; or (ii) individuals as a result of a proxy contest, merger, consolidation, sale of assets, tender offer or exchange offer or as a result of any combination of the foregoing, Directors who on the date of this Agreement are were members of the Board (of Directors two years prior to such time and new Directors whose election or nomination for election by the “Incumbent Board”) Company's shareholders was approved by a vote of at least two-thirds of the Directors still in office who were Directors two years prior to such time, cease for any reason to constitute at least a majority two-thirds of the members of the Board (provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board), Directors; or (iii) the stockholders shareholders of the Company approve a merger or consolidation of the Company with any other corporationcorporation or entity regardless of which entity is the survivor, other than a merger or consolidation which would result in the Voting Securities voting securities of the Company outstanding immediately prior thereto continuing to 2 represent (either by remaining outstanding or by being converted into Voting Securities voting securities of the surviving entity) at least 80% of the total combined voting power represented by of the Voting Securities voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, ; or (iv) the stockholders shareholders of the Company approve a plan of complete liquidation or winding-up of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company’s 's assets.. SECTION 1.4 -- CODE. "Code" shall mean the Internal Revenue Code of 1986, as amended. SECTION 1.5

Change in Control. For purposes of this Agreement, a “(a) Change in Control” Control shall be deemed to have occurred if (i) any “"person” " (as such term is used in Sections Paragraphs 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended ([the “"Exchange Act”"]), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the “"beneficial owner” " (as defined in Rule 13d-3 under the Exchange said Act), directly or indirectly, of securities of the Company representing 20% one-third or more of the total voting power represented by the Company’s 's then outstanding Voting SecuritiesCommon Stock, or (ii) during any period of two consecutive years, individuals who on at the date beginning of this Agreement are members such period constitute the Board of Directors of the Company and any new director whose election by the Board of Directors or nomination for election by the Company's stockholders was approved by a vote of at least two-thirds (2/3) of the “Incumbent Board”) 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, cease for any reason to constitute at least a majority of the members of the Board (provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board)thereof, or (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the Voting Securities Common Stock of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities Common Stock of the surviving entity) at least 80% two-thirds of the total voting power represented by the Voting Securities Common Stock of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company’s assets.the

Change in Control. No compensation shall be payable under this Agreement unless and until (a) there has been a Change in Control of the Company while the Executive is still an employee of the Company and (b) the Executive's employment by the Company terminates in the circumstances specified in Section 3(a). For purposes of this Agreement, a “"Change in Control” " of the Company shall be deemed to have occurred if (i) there shall be consummated (x) any “person” consolidation or merger of the Company in which the Company is not the continuing or surviving corporation or pursuant to which shares of the Company's Common Stock would be converted into cash, securities or other property, other than a consolidation or merger of the Company in which the holders of the Company's Common Stock immediately prior to the consolidation or merger have substantially the same proportionate ownership of at least 65% of common stock of the surviving corporation immediately after the consolidation or merger, or (y) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of the Company other than to a corporation in which the holders of the Company's Common Stock immediately prior to such transaction have substantially the same proportionate ownership of at least 65% of the common stock of such corporation, or (ii) the stockholders of the Company approve any plan or proposal for the liquidation or dissolution of the Company, or (iii) any person (as such term is used in Sections 13(d) and 14(d14(d)(2) of the Securities Exchange Act of 1934, as amended (the “"Exchange Act”")), other than a trustee or other fiduciary holding securities under an employee benefit plan shall become the beneficial owner (within the meaning of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, ) of securities more than 35% of the Company representing 20% Company's outstanding shares of Common Stock, or more (iv) during any period of two consecutive years during the term of this Agreement, individuals who at the beginning of the total voting power represented two (2) year period constituted the entire Board do not for any reason constitute a majority thereof unless the election, or the nomination for election by the Company’s then outstanding Voting Securities's stockholders, (ii) individuals who on the date of this Agreement are members each new director was approved by a vote of at least five-eighths of the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the members of the Board (provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board directors then still in office, such new member shall be considered as a member office who were directors at the beginning of the Incumbent Board), or (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company’s assetsperiod.