Common use of Accelerated Vesting — Change in Control or Sale Clause in Contracts

Accelerated Vesting — Change in Control or Sale. In the event of a “Change in Control,” as defined in the Plan, prior to the Vesting Date, if the Employee has remained continuously employed by Company, Bank or non-Bank Affiliate since the Award Date, the restrictions on the Shares shall lapse and all of the Shares (references to “Shares” in this Agreement shall also include all dividends and/or shares of Stock purchased under the DRP on account of such Shares) shall immediately vest. All restrictions on the Shares shall lapse and such Shares shall vest immediately upon the sale of all or substantially all of the common stock or assets (a “Sale”) of the Bank prior to the Vesting Date, provided the Employee remains continuously employed by the Bank, the Company or non-Bank Affiliate. In the event of a Sale of a non-Bank Affiliate which employed the Employee on the date the Sale occurs and the Employee has been continuously employed by the Affiliate, Company or Bank since the Award Date, the Shares shall vest in an amount not less than the pro rata amount of the Shares awarded under this Agreement for the period from the Award Date to the consummation date of the Sale of the non-Bank Affiliate as calculated by taking the number of Shares times the fraction, the numerator of which is the actual number of full months the Employee worked from the Award Date (Employee shall be credited with working the full months of January, February and March 2010) to the consummation date of the Sale of the non-Bank Affiliate, and the denominator of which is thirty-six (36), representing the number of full months (including January, February and March 2010) in the Vesting Period. (By way of example and for avoidance of doubt, if the non-Bank Affiliate is sold on July 1, 2011, the Employee would be entitled to vesting of one-half of the Shares (18 months worked/36 months total in the Vesting Period) under this Agreement).

Accelerated Vesting — Change in Control or Sale. In the event of a “Change in Control,” as defined in the Plan, prior to the Vesting Date, if the Employee has remained continuously employed by Company, Bank or non-Bank Affiliate since the Award Date, the restrictions on the Shares shall lapse and all of the Shares (references to “Shares” in this Agreement shall also include all dividends and/or shares of Stock purchased under the DRP on account of such Shares) shall immediately vest. All restrictions on the Shares shall lapse and such Shares shall vest immediately upon the sale of all or substantially all of the common stock or assets (a “Sale”) of the Bank prior to the Vesting Date, provided the Employee remains continuously employed by the Bank, the Company or non-Bank Affiliate. In the event of a Sale of a non-Bank Affiliate which employed the Employee on the date the Sale occurs and the Employee has been continuously employed by the Affiliate, Company or Bank since the Award Date, the Shares shall vest in an amount not less than the pro rata amount of the Shares awarded under this Agreement for the period from the Award Date to the consummation date of the Sale of the non-Bank Affiliate as calculated by taking the number of Shares times the fraction, the numerator of which is the actual number of full months the Employee worked from the Award Date (Employee shall be credited with working the full months of January, February and March 2010) to the consummation date of the Sale of the non-Bank Affiliate, and the denominator of which is thirty-six (36), representing the number of full months (including January, February and March 2010) in the Vesting Period. (By way , less the number of example and for avoidance of doubt, if the non-Bank Affiliate is sold on July 1, 2011, the Employee would be entitled to vesting of one-half full months of the Shares (18 months worked/36 months total in Vesting Period prior to the Vesting Period) under this Agreement)Award Date.

Accelerated Vesting — Change in Control or Sale. In the event of a “Change in Control,” as defined in the Plan, prior to the Vesting Date, if the Employee has remained continuously employed by Company, Bank or non-Bank Affiliate since the Award Date, the restrictions on the Shares shall lapse and all of the Shares (references to “Shares” in this Agreement shall also include all dividends and/or shares of Stock purchased under the DRP on account of such Shares) shall immediately vest. All restrictions on the Shares shall lapse and such Shares shall vest immediately upon the sale of all or substantially all of the common stock or assets (a “Sale”) of the Bank prior to the Vesting Date, provided the Employee remains continuously employed by the Bank, the Company or non-Bank Affiliate. In the event of a Sale of a non-Bank Affiliate which employed the Employee on the date the Sale occurs and the Employee has been continuously employed by the Affiliate, Company or Bank since the Award Date, the Shares shall vest in an amount not less than the pro rata amount of the Shares awarded under this Agreement for the period from the Award Date to the consummation date of the Sale of the non-Bank Affiliate as calculated by taking the number of Shares times the fraction, the numerator of which is the actual number of full months the Employee worked from the Award Date (Employee shall be credited with working the full months of January, February and March 20102011) to the consummation date of the Sale of the non-Bank Affiliate, and the denominator of which is thirty-six (36), representing the number of full months (including January, February and March 20102011) in the Vesting Period. (By way of example and for avoidance of doubt, if the non-Bank Affiliate is sold on July 1, 20112012, the Employee would be entitled to vesting of one-half of the Shares (18 months worked/36 months total in the Vesting Period) under this Agreement).

Accelerated Vesting — Change in Control or Sale. In the event of a “Change in Control,” as defined in the Plan, prior to the Vesting Date, if the Employee has remained continuously employed by Company, Bank or non-Bank Affiliate since the Award Date, the restrictions on the Shares shall lapse and all of the Shares (references to “Shares” in this Agreement shall also include all dividends and/or shares of Stock purchased under the DRP on account of such Shares) shall immediately vest. All restrictions on the Shares shall lapse and such Shares shall vest immediately upon the sale of all or substantially all of the common stock or assets (a “Sale”) of the Bank prior to the Vesting Date, provided the Employee remains continuously employed by the Bank, the Company or non-Bank Affiliate. In the event of a Sale of a non-Bank Affiliate which employed the Employee on the date the Sale occurs and the Employee has been continuously employed by the Affiliate, Company or Bank since the Award Date, the Shares shall vest in an amount not less than the pro rata amount of the Shares awarded under this Agreement for the period from the Award Date to the consummation date of the Sale of the non-Bank Affiliate as calculated by taking the number of Shares times the fraction, the numerator of which is the actual number of full months the Employee worked from the Award Date (Employee shall be credited with working the full months month of January, February and March 20102009) to the consummation date of the Sale of the non-Bank Affiliate, and the denominator of which is thirty-six four (3634), representing the number of full months (including January, February and March 20102009) in the Vesting Period. (By way of example and for avoidance of doubt, if the non-Bank Affiliate is sold on July August 1, 20112010, the Employee would be entitled to vesting of one-half of the Shares (18 17 months worked/36 worked/34 months total in the Vesting Period) under this Agreement).

Accelerated Vesting — Change in Control or Sale. In the event of a “"(i) Change in Control,” " as defined in the Plan, prior to the Vesting Date, if Date and the Employee has remained continuously employed by Company, Bank or non-Bank Affiliate since the Award Date, the restrictions on the Shares shall lapse and all of the such Shares (references to “"Shares” " in this Agreement shall also include all dividends and/or shares of Stock purchased under the DRP on account of such Shares) shall immediately vest. All restrictions on the of Employee's Shares shall lapse and such Shares shall immediately vest immediately upon the sale of all or substantially all of the common stock or assets (a “"Sale”") of the Bank prior to the Vesting Date, provided the Employee remains continuously employed by the Bank, the Company or non-Bank Affiliate. In the event of a Sale of a non-Bank Affiliate which employed the Employee on the date the Sale occurs Award Date and the Employee has been continuously employed by the non-Bank Affiliate, the Company or the Bank since the Award Date, the Shares shall vest in an amount not less than the pro rata amount of the Shares awarded under this Agreement for the period from the Award Date to the consummation date of the Sale of the non-Bank Affiliate as Affiliate, calculated by taking the number of Shares times the fraction, the numerator of which is the actual full number of full months the Employee worked from the Award Date (Employee shall be credited with working the full months month of January, February and March 2010July 2007) to the consummation date of the Sale of the non-Bank Affiliate, and the denominator of which is thirtyforty-six two (3642), representing the number of full months (including January, February and March 2010July 2007) in the Vesting Period. (By way of example and for avoidance of doubt, if the non-Bank Affiliate is sold on July April 1, 20112009, the Employee would be entitled to vesting of one-half of the Shares (18 21 months worked/36 worked/42 months total in the Vesting Period) under this Agreement). For purposes of this Agreement the termination of the Employee following execution of a definitive agreement contemplating a "Change in Control" or Sale of the Bank or non-Bank Affiliate, without "Cause" (as defined in the Plan), prior to the consummation date of the "Change in Control" or such Sale shall result in full vesting (or pro-rata vesting for the time the Employee worked between the Award Date and the Sale consummation date in the case of the Sale of a non-Bank Affiliate) of the Shares on the consummation date of a "Change in Control" or "Sale".

Accelerated Vesting — Change in Control or Sale. In the event of a “"Change in Control,” " as defined in the Plan, prior to the Vesting Date, if the Employee has remained continuously employed by Company, Bank or non-Bank Affiliate since the Award Date, the restrictions on the Shares shall lapse and all of the Shares (references to “"Shares” " in this Agreement shall also include all dividends and/or shares of Stock purchased under the DRP on account of such Shares) shall immediately vest. All restrictions on the Shares shall lapse and such Shares shall vest immediately upon the sale of all or substantially all of the common stock or assets (a “"Sale”") of the Bank prior to the Vesting Date, provided the Employee remains continuously employed by the Bank, the Company or non-Bank Affiliate. In the event of a Sale of a non-Bank Affiliate which employed the Employee on the date the Sale occurs Award Date and the Employee has been continuously employed by the Affiliate, Company or Bank since the Award Date, the Shares shall vest in an amount not less than the pro rata amount of the Shares awarded under this Agreement for the period from the Award Date to the consummation date of the Sale of the non-Bank Affiliate as calculated by taking the number of Shares times the fraction, the numerator of which is the actual number of full months the Employee worked from the Award Date (Employee shall be credited with working the full months month of January, February and March 2010July 2007) to the consummation date of the Sale of the non-Bank Affiliate, and the denominator of which is thirty-six thirty (3630), representing the number of full months (including January, February and March 2010July 2007) in the Vesting Period. (By way of example and for avoidance of doubt, if the non-Bank Affiliate is sold on July October 1, 20112008, the Employee would be entitled to vesting of one-half of the Shares (18 15 months worked/36 worked/30 months total in the Vesting Period) under this Agreement). For purposes of this Agreement the termination of the Employee following execution of a definitive agreement contemplating a "Change in Control" or Sale of the Bank or non-Bank Affiliate, without "Cause" (as defined in the Plan), prior to the consummation date of the "Change in Control" or such Sale shall result in the full vesting (or pro rata vesting for the time the Employee worked between the Award Date and the Sale consummation date in the case of a Sale of a non-Bank Affiliate) of the Shares on the consummation date of a "Change in Control" or such Sale.