Common use of Change in Control Clause in Contracts

Change in Control. (a) For purposes of this Agreement, a "Change in Control" of the Holding Company or the Institution shall mean an event of a nature that: (i) would be required to be reported in response to Item 1(a) of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 0000 (xxx "Xxxxxxxx Xxx"); or (ii) results in a Change in Control of the Institution or the Holding Company within the meaning of the Home Owners' Loan Act of 1933, as amended, the Federal Deposit Insurance Act, and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency), as in effect on the date hereof (provided, that in applying the definition of change in control as set forth under the rules and regulations of the OTS, the Board shall substitute its judgment for that of the OTS); or (iii) without limitation such a Change in Control shall be deemed to have occurred at such time as (A) any "person" (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) 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 Holding Company representing 20% or more of the Institution's or the Holding Company's outstanding voting securities or right to acquire such securities except for any voting securities of the Institution purchased by the Holding Company and any voting securities purchased by any employee benefit plan of the Holding Company or its Subsidiaries, or (B) individuals who constitute the Board on the date 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 directors comprising the Incumbent Board, or whose nomination for election by the Company's stockholders was approved by a Nominating Committee solely composed of members which are Incumbent Board members, shall be, for purposes of this clause (B), considered as though he were a member of the Incumbent Board, or (C) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Institution or the Holding Company or similar transaction occurs or is effectuated in which the Institution or Holding Company is not the resulting entity; provided, however, that such an event listed above will be deemed to have occurred or to have been effectuated upon the receipt of all required federal regulatory approvals not including the lapse of any statutory waiting periods, or (D) a proxy statement has been distributed soliciting proxies from stockholders of the Holding Company, by someone other than the current management of the Holding Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Holding Company or Institution with one or more corporations as a result of which the outstanding shares of the class of securities then subject to such plan or transaction are exchanged for or converted into cash or property or securities not issued by the Institution or the Holding Company shall be distributed, or (E) a tender offer is made for 20% or more of the voting securities of the Institution or Holding Company then outstanding.

Change in Control. (a) For purposes of this Agreement, a "Change in Control" of the Bank or Holding Company or the Institution shall mean an event of a nature that: (i) would be required to be reported in response to Item 1(a) 1 of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 0000 1934, as amended (xxx the "Xxxxxxxx XxxExchange Act"); or (ii) results in a Change in Control of the Institution Bank or the Holding Company within the meaning of the Home Owners' Loan Act of 1933, as amended, the Federal Deposit Insurance Act, Act and the Rules and Regulations promulgated by the Office of Thrift Supervision ("OTS") (or its predecessor agency), as in effect on the date hereof (provided, that in applying the definition of change in control as set forth under the rules and regulations of the OTS, the Board shall substitute its judgment for that of the OTS); or (iii) without limitation such a Change in Control shall be deemed to have occurred at such time as (A) any "person" (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) 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 Bank or the Holding Company representing 2025% or more of the InstitutionBank's or the Holding Company's outstanding voting securities or right to acquire such securities except for any voting securities of the Institution Bank purchased by the Holding Company and any voting securities purchased by any employee benefit plan of the Bank or the Holding Company or its SubsidiariesCompany, or (B) individuals who constitute the Board on the date 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 directors comprising the Incumbent Board, or whose nomination for election by the Holding Company's stockholders was approved by a the same Nominating Committee solely composed of members which are serving under an Incumbent Board membersBoard, shall be, for purposes of this clause (B), considered as though he were a member of the Incumbent Board, or (C) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Institution Bank or the Holding Company or similar transaction occurs or is effectuated in which the Institution Bank or Holding Company is not the resulting entity; provided, however, that such an event listed above will be deemed to have occurred or to have been effectuated upon the receipt of all required federal regulatory approvals not including the lapse of any statutory waiting periods, or (D) a proxy statement has been distributed soliciting proxies from stockholders of the Holding Company, by someone other than the current management of the Holding Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Holding Company or Institution with one or more corporations as a result of which the outstanding shares of the class of securities then subject to such plan or transaction are exchanged for or converted into cash or property or securities not issued by the Institution or the Holding Company shall be distributed, or (E) a tender offer is made for 20% or more of the voting securities of the Institution or Holding Company then outstanding.

Change in Control. (a) For purposes of this Agreement, a "Change in Control" of the Institution or the Holding Company or the Institution shall mean an event of a nature that: (i) would be required to be reported in response to Item 1(a) of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 0000 (xxx "Xxxxxxxx Xxx"); or (ii) results in a Change in Control of the Institution or the Holding Company within the meaning of the Home Owners' Loan Change in Bank Control Act of 1933, as amended, and the Rules and Regulations promulgated by the Federal Deposit Insurance ActCorporation ("FDIC") at 12 C.F.R. (S) 303.4(a), with respect to the Institution, and the Rules and Regulations promulgated by the Office of Thrift Supervision ("OTS") (or its predecessor agency), with respect to the Holding Company, as in effect on the date hereof (provided, that in applying the definition of change in control as set forth under the rules and regulations of the OTS, the Board shall substitute its judgment for that of the OTS)this Agreement; or (iii) without limitation such a Change in Control shall be deemed to have occurred at such time as (A) any "person" (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) 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 Holding Company representing 20% or more of the Institution's or the Holding Company's outstanding voting securities or right to acquire such securities except for any voting securities of the Institution purchased by the Holding Company and any voting securities purchased by any employee benefit plan of the Holding Company or its Subsidiaries, or (B) individuals who constitute the Board on the date 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 directors comprising the Incumbent Board, or whose nomination for election by the Holding Company's stockholders was approved by a Nominating Committee solely composed of members which are Incumbent Board members, shall be, for purposes of this clause (B), considered as though he were a member of the Incumbent Board, or (C) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Institution or the Holding Company or similar transaction occurs or is effectuated in which the Institution or Holding Company is not the resulting entity; provided, however, that such an event listed above will be deemed to have occurred or to have been effectuated upon the receipt of all required federal regulatory approvals not including the lapse of any statutory waiting periods, or (D) a proxy statement has been distributed soliciting proxies from stockholders of the Holding Company, by someone other than the current management of the Holding Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Holding Company or Institution with one or more corporations as a result of which the outstanding shares of the class of securities then subject to such plan or transaction are exchanged for or converted into cash or property or securities not issued by the Institution or the Holding Company shall be distributed, or (E) a tender offer is made for 20% or more of the voting securities of the Institution or Holding Company then outstanding.

Change in Control. (a) For purposes of this Agreement, a "Change in Control" of the Holding Company or the Institution Association shall mean an event of a nature that: (i) would be required to be reported in response to Item 1(a) of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 0000 (xxx "Xxxxxxxx Xxx"); or (ii) results in a Change in Control of the Institution Association or the Holding Company within the meaning of the Home Owners' Loan Act of 1933, as amended, the Federal Deposit Insurance Act, and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency), as in effect on the date hereof (provided, that in applying the definition of change in control as set forth under the rules Rules and regulations Regulations of the OTS, the Board shall substitute its judgment for that of the OTS); or (iii) without limitation such a Change in Control shall be deemed to have occurred at such time as (A) any "person" (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) 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 Association or the Holding Company representing 20% or more of the InstitutionAssociation's or the Holding Company's outstanding voting securities or right to acquire such securities except for any voting securities of the Institution Association purchased by the Holding Company and any voting securities purchased by any employee benefit plan of the Holding Company or its Subsidiaries, or (B) individuals who constitute the Board on the date 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 directors comprising the Incumbent Board, or whose nomination for election by the Holding Company's stockholders was approved by a Nominating Committee solely composed of members which are Incumbent Board members, shall be, for purposes of this clause (B), considered as though he were a member of the Incumbent Board, or (C) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Institution Association or the Holding Company or similar transaction occurs or is effectuated in which the Institution Association or Holding Company is not the resulting entity; provided, however, that such an event listed above will be deemed to have occurred or to have been effectuated upon the receipt of all required federal regulatory approvals not including the lapse of any statutory waiting periods, or (D) a proxy statement has been distributed soliciting proxies from stockholders of the Holding Company, by someone other than the current management of the Holding Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Holding Company or Institution Association with one or more corporations as a result of which the outstanding shares of the class of securities then subject to such plan or transaction are exchanged for or converted into cash or property or securities not issued by the Institution Association or the Holding Company shall be distributed, or (E) a tender offer is made for 20% or more of the voting securities of the Institution Association or Holding Company then outstanding.

Change in Control. (a) For purposes of this Agreement, a "“Change in Control" ” of the Bank or Holding Company or the Institution shall mean an event of a nature that: (i) would be required to be reported in response to Item 1(aI (a) of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section Sections 13 or 15(d) of the Securities Exchange Act of 0000 1934, as amended (xxx "Xxxxxxxx Xxx"the “Exchange Act”); or (ii) results in a Change in Control of the Institution Bank or the Holding Company within the meaning of the Home Owners' ’ Loan Act of 1933, as amended, the Federal Deposit Insurance Act, Act and the Rules and Regulations promulgated by the Office of Thrift Supervision OTS (or its predecessor agency), as in effect on the date hereof (provided, that in applying the definition of change in control as set forth under the rules and regulations of the OTS, the Board of Directors shall substitute its judgment for that of the OTS); or (iii) without limitation such a Change in Control shall be deemed to have occurred at such time as (A) any "“person" ” (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) 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 Bank or the Holding Company representing 20% or more of the Institution's Bank’s or the Holding Company's ’s outstanding voting securities or right to acquire such securities except for any voting securities of the Institution Bank purchased by the Holding Company and any voting securities purchased by any employee benefit plan of the Bank or the Holding Company or its SubsidiariesCompany, or (B) individuals who constitute the Board of Directors on the date 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 directors comprising the Incumbent Board, or whose nomination for election by the Holding Company's ’s stockholders was approved by a Nominating Committee solely composed comprised of members which who are Incumbent Board members, shall be, for purposes of this clause (B), considered as though he were a member of the Incumbent Board, or (C) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Institution Bank or the Holding Company or similar transaction occurs or is effectuated in which the Institution Bank or Holding Company is not the resulting entity; provided, however, that such an event listed above will be deemed to have occurred or to have been effectuated upon the receipt of all required federal regulatory approvals not including the lapse of any statutory waiting periods, or (D) a proxy statement has been shall be distributed soliciting proxies from stockholders of the Holding Company, by someone other than the current management of the Holding Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Holding Company or Institution Bank with one or more corporations as a result of which the outstanding shares of the class of securities then subject to such plan or transaction are exchanged for or converted into cash or property or securities not issued by the Institution Bank or the Holding Company shall be distributed, ; or (E) a tender offer is made and accepted for 20% or more of the voting securities of the Institution Bank or Holding Company then outstanding.

Change in Control. (a) For purposes of this Agreement, a "Change in Control" of the Holding Company or the Institution Bank shall mean an event of a nature that: (i) would be required to be reported in response to Item 1(a) of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 0000 (xxx "Xxxxxxxx Xxx"); or (ii) results in a Change in Control of the Institution Bank or the Holding Company within the meaning of the Home Owners' Loan Change in Bank Control Act of 1933, as amended, and the Rules and Regulations promulgated by the Federal Deposit Insurance ActCorporation ("FDIC") at 12 C.F.R. (S) 303.4(a), with respect to the Bank, and the Rules and Regulations promulgated by the Office of Thrift Supervision ("OTS") (or its predecessor agency), with respect to the Holding Company, as in effect on the date hereof (provided, that in applying the definition of change in control as set forth under the rules and regulations of the OTS, the Board shall substitute its judgment for that of the OTS)this Agreement; or (iii) without limitation such a Change in Control shall be deemed to have occurred at such time as (A) any "person" (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) 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 Bank or the Holding Company representing 20% or more of the InstitutionBank's or the Holding Company's outstanding voting securities or right to acquire such securities except for any voting securities of the Institution Bank purchased by the Holding Company and any voting securities purchased by any employee benefit plan of the Holding Company or its Subsidiaries, or (B) individuals who constitute the Board on the date 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 directors comprising the Incumbent Board, or whose nomination for election by the Holding Company's stockholders was approved by a Nominating Committee solely composed of members which are Incumbent Board members, shall be, for purposes of this clause (B), considered as though he were a member of the Incumbent Board, or (C) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Institution Bank or the Holding Company or similar transaction occurs or is effectuated in which the Institution Bank or Holding Company is not the resulting entity; provided, however, that such an event listed above will be deemed to have occurred or to have been effectuated upon the receipt of all required federal regulatory approvals not including the lapse of any statutory waiting periods, or (D) a proxy statement has been distributed soliciting proxies from stockholders of the Holding Company, by someone other than the current management of the Holding Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Holding Company or Institution Bank with one or more corporations as a result of which the outstanding shares of the class of securities then subject to such plan or transaction are exchanged for or converted into cash or property or securities not issued by the Institution Bank or the Holding Company shall be distributed, or (E) a tender offer is made for 20% or more of the voting securities of the Institution Bank or Holding Company then outstanding.

Change in Control. (a) For purposes of this Agreement, a "Change in Control" of the Holding Company or the Institution shall mean an event of a nature that: ; (i) would be required to be reported in response to Item 1(a) of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 0000 (xxx "Xxxxxxxx Xxx"); or (ii) results in a Change in Control of the Institution or the Holding Company within the meaning of the Home Owners' Loan Act of 1933, as amended, the Federal Deposit Insurance Act, and or the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency), as in effect on the date hereof (provided, that in applying the definition of change in control as set forth under the rules and regulations of the OTS, the Board shall substitute its judgment for that of the OTS); or (iii) without limitation such a Change in Control shall be deemed to have occurred at such time as (A) any "person" (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) 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 Holding Company representing 20% or more of the Institution's or the Holding Company's outstanding voting securities or right to acquire such securities except for any voting securities of the Institution purchased by the Holding Company and any voting securities purchased by any employee benefit plan of the Holding Company or its Subsidiaries, ; or (B) individuals who constitute the Board on the date 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 directors comprising the Incumbent Board, or whose nomination for election by the Company's stockholders was approved by a Nominating Committee solely composed of members which are Incumbent Board members, shall be, for purposes of this clause (B), considered as though he were a member of the Incumbent Board, ; or (C) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Institution or the Holding Company or similar transaction occurs or is effectuated in which the Institution or Holding Company is not the resulting entity; provided, however, that such an event listed above will be deemed to have occurred or to have been effectuated upon the receipt of all required federal regulatory approvals not including the lapse of any statutory waiting periods, ; or (D) a proxy statement has been distributed soliciting proxies from stockholders of the Holding Company, by someone other than the current management of the Holding Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Holding Company or Institution with one or more corporations as a result of which the outstanding shares of the class of securities then subject to such plan or transaction are exchanged for or converted into cash or property or securities not issued by the Institution or the Holding Company shall be distributed, ; or (E) a tender offer is made for 20% or more of the voting securities of the Institution or Holding Company then outstanding.

Change in Control. (a) For purposes of this Agreement, a "Change in Control" of the Association or Holding Company or the Institution shall mean an event of a nature that: (i) would be required to be reported in response to Item 1(a) 1 of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 0000 1934, as amended (xxx the "Xxxxxxxx XxxExchange Act"); or (ii) results in a Change in Control of the Institution Association or the Holding Company within the meaning of the Home Owners' Loan Act of 1933, as amended, the Federal Deposit Insurance Act, Act and the Rules and Regulations promulgated by the Office of Thrift Supervision ("OTS") (or its predecessor agency), as in effect on the date hereof (provided, that in applying the definition of change in control as set forth under the rules and regulations of the OTS, the Board shall substitute its judgment for that of the OTS); or (iii) without limitation such a Change in Control shall be deemed to have occurred at such time as (A) any "person" (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) 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 Association or the Holding Company representing 2025% or more of the InstitutionAssociation's or the Holding Company's outstanding voting securities or right to acquire such securities except for any voting securities of the Institution Association purchased by the Holding Company and any voting securities purchased by any employee benefit plan of the Association or the Holding Company or its SubsidiariesCompany, or (B) individuals who constitute the Board on the date 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 directors comprising the Incumbent Board, or whose nomination for election by the Holding Company's stockholders was approved by a the same Nominating Committee solely composed of members which are serving under an Incumbent Board membersBoard, shall be, for purposes of this clause (B), considered as though he were a member of the Incumbent Board, or (C) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Institution Association or the Holding Company or similar transaction occurs or is effectuated in which the Institution Association or Holding Company is not the resulting entity; provided, however, that such an event listed above will be deemed to have occurred or to have been effectuated upon the receipt of all required federal regulatory approvals not including the lapse of any statutory waiting periods, or (D) a proxy statement has been distributed soliciting proxies from stockholders of the Holding Company, by someone other than the current management of the Holding Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Holding Company or Institution with one or more corporations as a result of which the outstanding shares of the class of securities then subject to such plan or transaction are exchanged for or converted into cash or property or securities not issued by the Institution or the Holding Company shall be distributed, or (E) a tender offer is made for 20% or more of the voting securities of the Institution or Holding Company then outstanding.

Change in Control. (a) For purposes of this Agreement, a "A “Change in Control" ” of the Bank or Holding Company or the Institution shall mean an event of a nature that: (i) would be required to be reported in response to Item 1(a) 1 of the current report Current Report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 0000 1934, as amended (xxx "Xxxxxxxx Xxx"the “Exchange Act”); or (ii) results in a Change in Control of the Institution Bank or the Holding Company within the meaning of the Home Owners' Loan Act of 1933, as amended, the Federal Deposit Insurance Act, and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency), as in effect on the date hereof (provided, that in applying the definition of change in control as set forth under the rules and regulations of the OTS, the Board shall substitute its judgment for that of the OTS); or (iii) without limitation such a Change in Control shall be deemed to have occurred at such time as (Aa) any "“person" ” (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) 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 Bank or the Holding Company representing 2025% or more of the Institution's Bank’s or the Holding Company's ’s outstanding voting securities or right to acquire such securities except for any voting securities of the Institution Bank purchased by the Holding Company and any voting securities purchased by any employee benefit plan of the Bank or the Holding Company or its SubsidiariesCompany, or (Bb) individuals who constitute the Board on the date 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 directors Directors comprising the Incumbent Board, or whose nomination for election by the Holding Company's ’s stockholders was approved by a Nominating Committee solely composed of members which are Incumbent Board members, shall be, for purposes of this clause (Bb), considered as though he were a member of the Incumbent Board, or (Cc) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Institution Bank or the Holding Company or similar transaction occurs or is effectuated in which the Institution Bank or Holding Company is not the resulting entity; provided, however, that such an event listed above will be deemed to have occurred or to have been effectuated upon the receipt of all required federal regulatory approvals not including the lapse of any statutory waiting periods, or (D) a proxy statement has been distributed soliciting proxies from stockholders of the Holding Company, by someone other than the current management of the Holding Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Holding Company or Institution with one or more corporations as a result of which the outstanding shares of the class of securities then subject to such plan or transaction are exchanged for or converted into cash or property or securities not issued by the Institution or the Holding Company shall be distributed, or (E) a tender offer is made for 20% or more of the voting securities of the Institution or Holding Company then outstanding.

Change in Control. (a) For purposes of this Agreement, a "Change in Control" of the Institution or Holding Company or the Institution shall mean an event of a nature that: (i) would be required to be reported in response to Item 1(a) 1 of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 0000 1934, as amended (xxx the "Xxxxxxxx XxxExchange Act"); or (ii) results in a Change in Control of the Institution or the Holding Company within the meaning of the Home Owners' Loan Act of 1933, as amended, the Federal Deposit Insurance Act, Act and the Rules and Regulations promulgated by the Office of Thrift Supervision ("OTS") (or its predecessor agency), as in effect on the date hereof (provided, that in applying the definition of change in control as set forth under the rules and regulations of the OTS, the Board shall substitute its judgment for that of the OTS); or (iii) without limitation such a Change in Control shall be deemed to have occurred at such time as (A) any "person" (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) 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 Holding Company representing 20% or more of the Institution's or the Holding Company's outstanding voting securities or right to acquire such securities except for any voting securities of the Institution purchased by the Holding Company and any voting securities purchased by any employee benefit plan Benefit Plan of the Institution or the Holding Company or its SubsidiariesCompany, or (B) individuals who constitute the Board on the date 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 directors comprising the Incumbent Board, or whose nomination for election by the Holding Company's stockholders was approved by a the same Nominating Committee solely composed of members which are serving under an Incumbent Board membersBoard, shall be, for purposes of this clause (B), considered as though he were a member of the Incumbent Board, or (C) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Institution or the Holding Company or similar transaction occurs or is effectuated in which the Institution or Holding Company is not the resulting entity; provided, however, that such an event listed above will be deemed to have occurred or to have been effectuated upon the receipt of all required federal regulatory approvals not including the lapse of any statutory waiting periods, or (D) a proxy statement has been distributed soliciting proxies from stockholders of the Holding Company, by someone other than the current management of the Holding Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Holding Company or Institution with one or more corporations as a result of which the outstanding shares of the class of securities then subject to such plan or transaction are exchanged for or converted into cash or property or securities not issued by the Institution or the Holding Company shall be distributed, or (E) a tender offer is made for 20% or more of the voting securities of the Institution or Holding Company then outstanding.

Change in Control. (a) For purposes of this Agreement, a "Change in Control" of the Association or Holding Company or the Institution shall mean an event of a nature that: (i) would be required to be reported in response to Item 1(a) 1 of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 0000 1934, as amended (xxx the "Xxxxxxxx XxxExchange Act"); or (ii) results in a Change in Control of the Institution Association or the Holding Company within the meaning of the Home Owners' Loan Act of 1933, as amended, the Federal Deposit Insurance Act, and Act or the Rules and Regulations promulgated by the Office of Thrift Supervision ("OTS") (or its predecessor agency), as in effect on the date hereof (provided, that in applying the definition of change in control as set forth under the rules and regulations of the OTS, the Board shall substitute its judgment for that of the OTS); or (iii) without limitation such a Change in Control shall be deemed to have occurred at such time as (A) any "person" (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) 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 Association or the Holding Company representing 2025% or more of the InstitutionAssociation's or the Holding Company's outstanding voting securities or right to acquire such securities except for any voting securities of the Institution Association purchased by the Holding Company and any voting securities purchased by any employee benefit plan of the Association or the Holding Company or its SubsidiariesCompany, or (B) individuals who constitute the Board on the date 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 directors comprising the Incumbent Board, or whose nomination for election by the Holding Company's stockholders was approved by a the same Nominating Committee solely composed of members which are serving under an Incumbent Board membersBoard, shall be, for purposes of this clause (B), considered as though he were a member of the Incumbent Board, or (C) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Institution Association or the Holding Company or similar transaction occurs or is effectuated in which the Institution Association or Holding Company is not the resulting entity; provided, however, that such an event listed above will be deemed to have occurred or to have been effectuated upon the receipt of all required federal regulatory approvals not including the lapse of any statutory waiting periods, or (D) a proxy statement has been distributed soliciting proxies from stockholders of the Holding Company, by someone other than the current management of the Holding Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Holding Company or Institution with one or more corporations as a result of which the outstanding shares of the class of securities then subject to such plan or transaction are exchanged for or converted into cash or property or securities not issued by the Institution or the Holding Company shall be distributed, or (E) a tender offer is made for 20% or more of the voting securities of the Institution or Holding Company then outstanding.

Change in Control. (a) In the event of such a change in control or imminent change in control, the Participant shall, at the discretion of the Committee, be entitled to receive cash in an amount equal to the fair market value of the Common Stock subject to any Stock Option over the Option Price of such Shares, in exchange for the surrender of such Options by the Participant on that date in the event of a change in control or imminent change in control of the Corporation. For purposes of this the Agreement, a "Change change in Controlcontrol" of the Holding Company or the Institution shall mean an event of a nature thatmean: (i) would be required to be reported in response to Item 1(a) the execution of an agreement for the sale of all, or a material portion, of the current report on Form 8-Kassets of the Corporation; (ii) the execution of an agreement for a merger or recapitalization of the Corporation or any merger or recapitalization whereby the Corporation is not the surviving entity; (iii) a change of control of the Corporation, as otherwise defined or determined by the Office of Thrift Supervision or regulations promulgated by it; or (iv) the acquisition, directly or indirectly, of the beneficial ownership (within the meaning of that term as it is used in effect on the date hereof, pursuant to Section 13 or 15(d13(d) of the Securities Exchange Act of 0000 (xxx "Xxxxxxxx Xxx"); or (ii) results in a Change in Control of the Institution or the Holding Company within the meaning of the Home Owners' Loan Act of 1933, as amended, the Federal Deposit Insurance Act, 1934 and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency), as in effect on the date hereof (provided, that in applying the definition of change in control as set forth under the rules and regulations promulgated thereunder) of twenty-five percent (25%) or more of the OTS, the Board shall substitute its judgment for that of the OTS); or (iii) without limitation such a Change in Control shall be deemed to have occurred at such time as (A) any "person" (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of outstanding voting securities of the Institution Corporation by any person, trust, entity or group. This limitation shall not apply to the purchase of shares by underwriters in connection with a public offering of Corporation stock, or the Holding Company representing 20purchase of shares of up to 25% or more of the Institution's or the Holding Company's outstanding voting securities or right to acquire such securities except for any voting class of securities of the Institution purchased Corporation by a tax-qualified employee stock benefit plan which is exempt from the Holding Company and approval requirements, set forth under 12 C.F.R. ?574.3(c)(1)(vi) as now in effect or as may hereafter be amended. The term "person" refers to an individual or a corporation, partnership, trust, association, joint venture, pool, syndicate, sole proprietorship, unincorporated organization or any voting securities purchased other form of entity not specifically listed herein. For purposes of the Agreement, "imminent change in control" shall refer to any offer or announcement, oral or written, by any employee benefit plan person or persons acting as a group, to acquire control of the Holding Company or its Subsidiaries, or (B) individuals who constitute the Board on the date 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 Corporation. The decision of the directors comprising the Incumbent Board, Committee as to whether a change in control or whose nomination for election by the Company's stockholders was approved by a Nominating Committee solely composed of members which are Incumbent Board members, shall be, for purposes of this clause (B), considered as though he were a member of the Incumbent Board, or (C) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Institution or the Holding Company or similar transaction occurs or is effectuated imminent change in which the Institution or Holding Company is not the resulting entity; provided, however, that such an event listed above will be deemed to have control has occurred or to have been effectuated upon the receipt of all required federal regulatory approvals not including the lapse of any statutory waiting periods, or (D) a proxy statement has been distributed soliciting proxies from stockholders of the Holding Company, by someone other than the current management of the Holding Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Holding Company or Institution with one or more corporations as a result of which the outstanding shares of the class of securities then subject to such plan or transaction are exchanged for or converted into cash or property or securities not issued by the Institution or the Holding Company shall be distributed, or (E) a tender offer is made for 20% or more of the voting securities of the Institution or Holding Company then outstandingconclusive and binding.

Change in Control. In the event Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason under Section 5(e) and such termination occurs upon or within one year immediately following a “Change in Control” (aas defined below), Executive shall be entitled to the payments described in Section 5(e) above except that the aggregate amount payable under 5(e)(ii) shall be multiplied by two (i.e., Base Salary plus Severance Bonus Amount multiplied by two) and such amount, as well as the amount payable under 5(e)(iv), shall be paid in a lump sum in accordance with Section 5(g) of this Agreement. Notwithstanding the foregoing, payments pursuant to this Section 5(f) shall be reduced by the amount necessary, if any, to ensure that the aggregate compensation to be received by the Executive in connection with such “Change in Control” does not constitute a “parachute payment,” as such term is defined in 26 U.S.C. § 280G. For purposes of this Agreement, a "“Change in Control" of the Holding Company or the Institution ” shall mean an event of a nature thatbe deemed to have occurred if: (i) would be required to be reported any “person” as defined in response to Item 1(a) of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d3(a)(9) of the Securities Exchange Act of 0000 (xxx "Xxxxxxxx Xxx"); or (ii) results in a Change in Control of the Institution or the Holding Company within the meaning of the Home Owners' Loan Act of 19331934, as amended, amended (the Federal Deposit Insurance “Exchange Act”), and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency), as in effect on the date hereof (provided, that in applying the definition of change in control as set forth under the rules and regulations of the OTS, the Board shall substitute its judgment for that of the OTS); or (iii) without limitation such a Change in Control shall be deemed to have occurred at such time as (A) any "person" (as the term is used in Sections sections 13(d) and 14(d) thereof, including a “group” as defined in Section 13 (d) of the Exchange ActAct but excluding SGC and any subsidiary or affiliate and any employee benefit plan sponsored or maintained by SGC or any subsidiary or affiliate (including any trustee of such plan acting as trustee) is or any current shareholder of 20% or more of the outstanding common stock, directly or indirectly, becomes the "“beneficial owner" ” (as defined in Rule 13d-3 under the Exchange Act)) of securities of SGC representing at least 40% of the combined voting power of SGC’s then-outstanding securities; (ii) the stockholders of SGC approve a merger, directly consolidation, recapitalization, or indirectlyreorganization of SGC, or a reverse stock split of any class of voting securities of the Institution SGC, or the Holding Company representing 20consummation of any such transaction if stockholder approval is not obtained, other than any such transaction which would result in at least 60% or more of the Institution's or total voting power represented by the Holding Company's outstanding voting securities or right to acquire such securities except for any voting securities of SGC or the Institution purchased surviving entity outstanding immediately after such transaction being beneficially owned by persons who together beneficially owned at least 80% of the Holding Company and any combined voting power of the voting securities purchased of SGC outstanding immediately prior to such transaction; provided that, for purposes of this Section 5(f), such continuity of ownership (and preservation of relative voting power) shall be deemed to be satisfied if the failure to meet such 60% threshold is due solely to the acquisition of voting securities by any an employee benefit plan of SGC or such surviving entity or of any subsidiary of SGC or such surviving entity; (iii) the Holding stockholders of SGC or the Company, as applicable, approve a plan of complete liquidation of SGC or the Company, an agreement for the sale or disposition by SGC or the Company of all or substantially all of its Subsidiariesassets (or any transaction having a similar effect), or SGC sells all or substantially all of the stock of the Company to any person or entity other than an affiliate of SGC; or (iv) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board, together with 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 Subsection (i), (ii), or (Biii) individuals who constitute hereof) whose election by the Board on of Directors of SGC or nomination for election by SGC’s stockholders was approved by a vote of at least two-thirds (2/3) of the date hereof 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 (the "Incumbent Board") “Continuing Directors”), 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 directors comprising the Incumbent Board, or whose nomination for election by the Company's stockholders was approved by a Nominating Committee solely composed Board of members which are Incumbent Board members, shall be, for purposes Directors of this clause (B), considered as though he were a member of the Incumbent Board, or (C) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Institution or the Holding Company or similar transaction occurs or is effectuated in which the Institution or Holding Company is not the resulting entity; provided, however, that such an event listed above will be deemed to have occurred or to have been effectuated upon the receipt of all required federal regulatory approvals not including the lapse of any statutory waiting periods, or (D) a proxy statement has been distributed soliciting proxies from stockholders of the Holding Company, by someone other than the current management of the Holding Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Holding Company or Institution with one or more corporations as a result of which the outstanding shares of the class of securities then subject to such plan or transaction are exchanged for or converted into cash or property or securities not issued by the Institution or the Holding Company shall be distributed, or (E) a tender offer is made for 20% or more of the voting securities of the Institution or Holding Company then outstandingSGC.

Change in Control. (a) For purposes of this Agreement, a "Change in Control" of the Bank or Holding Company or the Institution shall mean an event of a nature that: (i) would be required to be reported in response to Item 1(a) 1 of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 0000 1934, as amended (xxx the "Xxxxxxxx XxxExchange Act"); or (ii) results in a Change in Control of the Institution Bank or the Holding Company within the meaning of the Home Owners' Loan Act of 1933, as amended, the Federal Deposit Insurance Act, and Act or the Rules and Regulations promulgated by the Office of Thrift Supervision ("OTS") (or its predecessor agency), as in effect on the date hereof (provided, that in applying the definition of change in control as set forth under the rules and regulations of the OTS, the Board shall substitute its judgment for that of the OTS); or (iii) without limitation such a Change in Control shall be deemed to have occurred at such time as (A) any "person" (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) 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 Bank or the Holding Company representing 2025% or more of the InstitutionBank's or the Holding Company's outstanding voting securities or right to acquire such securities except for any voting securities of the Institution Bank purchased by the Holding Company and any voting securities purchased by any employee benefit plan of the Bank or the Holding Company or its SubsidiariesCompany, or (B) individuals who constitute the Board on the date 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 directors comprising the Incumbent Board, or whose nomination for election by the Holding Company's stockholders was approved by a the same Nominating Committee solely composed of members which are serving under an Incumbent Board membersBoard, shall be, for purposes of this clause (B), considered as though he were a member of the Incumbent Board, or (C) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Institution Bank or the Holding Company or similar transaction occurs or is effectuated in which the Institution Bank or Holding Company is not the resulting entity; provided, however, that such an event listed above will be deemed to have occurred or to have been effectuated upon the receipt of all required federal regulatory approvals not including the lapse of any statutory waiting periods, or (D) a proxy statement has been distributed soliciting proxies from stockholders of the Holding Company, by someone other than the current management of the Holding Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Holding Company or Institution with one or more corporations as a result of which the outstanding shares of the class of securities then subject to such plan or transaction are exchanged for or converted into cash or property or securities not issued by the Institution or the Holding Company shall be distributed, or (E) a tender offer is made for 20% or more of the voting securities of the Institution or Holding Company then outstanding.

Change in Control. (a) No benefits shall be payable under this Agreement unless there shall have been a change in control of the Corporation, as set forth below. For purposes of this Agreement, a "Change change in Control" control of the Holding Company or the Institution Corporation" shall mean an event a change of control of a nature that: (i) that would be required to be reported in response to Item 1(a6(e) of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 0000 1934, as amended (xxx the "Xxxxxxxx XxxExchange Act"); , whether or (ii) results not the Corporation is in fact required to comply with that regulation, provided that, without limitation, such a Change in Control of the Institution or the Holding Company within the meaning of the Home Owners' Loan Act of 1933, as amended, the Federal Deposit Insurance Act, and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency), as in effect on the date hereof (provided, that in applying the definition of change in control as set forth under the rules and regulations of the OTS, the Board shall substitute its judgment for that of the OTS); or (iii) without limitation such a Change in Control shall be deemed to have occurred at such time as if (A) any "person" (as the that term is used in Sections 13(d) and 14(d) of the Exchange Act) ), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Corporation or a corporation owned, directly or indirectly, by the stockholders of the Corporation in substantially the same proportions as their ownership of stock of the Corporation, 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 Holding Company Corporation representing 20% thirty percent (30%) or more of the Institution's or the Holding Company's outstanding combined voting securities or right to acquire such securities except for any voting securities power of the Institution purchased by the Holding Company and any voting securities purchased by any employee benefit plan of the Holding Company or its Subsidiaries, Corporation's then out-standing securities; or (B) during any period of 2 consecutive years (not including any period prior to the execution of this Agreement), individuals who at the beginning of the period constitute the Board on the date hereof and any new director (the "Incumbent Board") cease for any reason to constitute at least a majority thereof, provided that any person becoming other than a director subsequent designated by a person who has entered into an agreement with the Corporation to the date hereof effect a transaction described in clauses (A) or (D) of this Section) whose election by the Board or nomination for election by the Corporation's stockholders was approved by a vote of at least threetwo-quarters thirds of the directors comprising then still in office who either were directors at the Incumbent Board, beginning of the period or whose election or nomination for election by the Company's stockholders was approved by previously so approved, cease for any reason to constitute a Nominating Committee solely composed of members which are Incumbent Board members, shall be, for purposes of this clause (B), considered as though he were a member of the Incumbent Board, or majority; (C) the Corporation enters into an agreement, the consummation of which would result in the occurrence of a plan of reorganization, merger, consolidation, sale of all or substantially all the assets change in control of the Institution or the Holding Company or similar transaction occurs or is effectuated in which the Institution or Holding Company is not the resulting entityCorporation; provided, however, that such an event listed above will be deemed to have occurred or to have been effectuated upon the receipt of all required federal regulatory approvals not including the lapse of any statutory waiting periods, or (D) the Board eliminates or otherwise reduces the authority, duties and/or responsibilities of the Executive Committee which is ultimately responsible for operation of the company on a proxy statement has been distributed soliciting proxies from day to day basis; or (E) the stockholders of the Holding Company, by someone other than the current management of the Holding Company, seeking stockholder approval of Corporation approve a plan of reorganization, merger or consolidation of the Holding Company Corporation with any other corporation, other than a merger or Institution with one or more corporations as a consolidation that would result of which in the outstanding shares voting securities of the class of securities then subject Corporation outstanding immediately prior to such plan it continuing to represent (either by remaining outstanding or transaction are exchanged for or by being converted into cash or property or voting securities not issued by of the Institution or surviving entity) at least thirty percent (30%) of the Holding Company shall be distributed, or (E) a tender offer is made for 20% or more combined voting power of the voting securities of the Institution Corporation or Holding Company then outstandingsuch surviving entity outstanding immediately after the merger or consolidation, or the stockholders of the Corporation approve a plan of complete liquidation of the Corporation or an agreement for the sale or disposition by the Corporation of all or substantially all of the Corporation's assets.

Change in Control. (a) For purposes of this Agreement, a "Change in Control" of the Holding Company or the Institution Bank shall mean an event of a nature that: (i) would be required to be reported in response to Item 1(a) of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 0000 (xxx "Xxxxxxxx Xxx"); or (ii) results in a Change in Control of the Institution Bank or the Holding Company within the meaning of the Home Owners' Loan Change in Bank Control Act of 1933, as amended, and the Rules and Regulations promulgated by the Federal Deposit Insurance ActCorporation ("FDIC") at 12 C.F.R. Section 303.4(a), with respect to the Bank, and the Rules and Regulations promulgated by the Office of Thrift Supervision ("OTS") (or its predecessor agency), with respect to the Holding Company, as in effect on the date hereof (provided, that in applying the definition of change in control as set forth under the rules and regulations of the OTS, the Board shall substitute its judgment for that of the OTS)this Agreement; or (iii) without limitation such a Change in Control shall be deemed to have occurred at such time as (A) any "person" (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) 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 Bank or the Holding Company representing 20% or more of the InstitutionBank's or the Holding Company's outstanding voting securities or right to acquire such securities except for any voting securities of the Institution Bank purchased by the Holding Company and any voting securities purchased by any employee benefit plan of the Holding Company or its Subsidiaries, or (B) individuals who constitute the Board on the date 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 directors comprising the Incumbent Board, or whose nomination for election by the Holding Company's stockholders was approved by a Nominating Committee solely composed of members which are Incumbent Board members, shall be, for purposes of this clause (B), considered as though he were a member of the Incumbent Board, or (C) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Institution Bank or the Holding Company or similar transaction occurs or is effectuated in which the Institution Bank or Holding Company is not the resulting entity; provided, however, that such an event listed above will be deemed to have occurred or to have been effectuated upon the receipt of all required federal regulatory approvals not including the lapse of any statutory waiting periods, or (D) a proxy statement has been distributed soliciting proxies from stockholders of the Holding Company, by someone other than the current management of the Holding Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Holding Company or Institution Bank with one or more corporations as a result of which the outstanding shares of the class of securities then subject to such plan or transaction are exchanged for or converted into cash or property or securities not issued by the Institution Bank or the Holding Company shall be distributed, or (E) a tender offer is made for 20% or more of the voting securities of the Institution Bank or Holding Company then outstanding.

Change in Control. (a) For purposes of this Agreement, a "Change in Control" of the Holding Company or the Institution shall mean an event of a nature that: (i) would be required to be reported in response to Item 1(a) of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 0000 1934, as amended (xxx the "Xxxxxxxx XxxExchange Act"); or (ii) results in a Change in Control of the Institution or the Holding Company within the meaning of the Home Owners' Loan Act of 1933, as amended, the Federal Deposit Insurance Act, and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency), as in effect on the date hereof (provided, that in applying the definition of change Change in control Control as set forth under the rules and regulations of the OTS, the Board shall substitute its judgment for that of the OTS); or (iii) without limitation such a Change in Control shall be deemed to have occurred at such time as (A) any "person" (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) 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 Holding Company representing 20% or more of the Institution's or the Holding Company's outstanding voting securities or right to acquire such securities except for any voting securities of the Institution purchased by the Holding Company and any voting securities purchased by any employee benefit plan of the Holding Company or its Subsidiaries, or (B) individuals who constitute the Board on the date 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 directors comprising the Incumbent Board, or whose nomination for election by the Company's stockholders was approved by a Nominating Committee solely composed of members which are Incumbent Board members, shall be, for purposes of this clause (B), considered as though he were a member of the Incumbent Board, or (C) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Institution or the Holding Company or similar transaction occurs or is effectuated in which the Institution or Holding Company is not the resulting entity; provided, however, that such an event listed above will be deemed to have occurred or to have been effectuated upon the receipt of all required federal regulatory approvals not including the lapse of any statutory waiting periods, or (D) a proxy statement has been distributed soliciting proxies from stockholders of the Holding Company, by someone other than the current management of the Holding Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Holding Company or Institution with one or more corporations as a result of which the outstanding shares of the class of securities then subject to such plan or transaction are exchanged for or converted into cash or property or securities not issued by the Institution or the Holding Company shall be distributed, or (E) a tender offer is made for 20% or more of the voting securities of the Institution or Holding Company then outstanding.

Change in Control. (a) For purposes of this Agreement, a "Change in Control" of the Bank or Holding Company or the Institution shall mean an event of a nature that: (i) would be required to be reported in response to Item 1(a) 1 of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 0000 1934, as amended (xxx the "Xxxxxxxx XxxExchange Act"); or (ii) results in a Change in Control of the Institution Bank or the Holding Company within the meaning of the Home Owners' Loan Act of 1933, as amended, the Federal Deposit Insurance Act, Act and the Rules and Regulations promulgated by the Office of Thrift Supervision ("OTS") (or its predecessor agency), as in effect on the date hereof (provided, that in applying the definition of change Change in control Control as set forth under the rules and regulations of the OTS, the Board shall substitute its judgment for that of the OTS); or (iii) without limitation such a Change in Control shall be deemed to have occurred at such time as (A) any "person" (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) 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 Bank or the Holding Company representing 2025% or more of the InstitutionBank's or the Holding Company's outstanding voting securities or right to acquire such securities except for any voting securities of the Institution Bank purchased by the Holding Company and any voting securities purchased by any employee benefit plan of the Bank or the Holding Company or its SubsidiariesCompany, or (B) individuals who constitute the Board on the date 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 directors comprising the Incumbent Board, or whose nomination for election by the Holding Company's stockholders was approved by a the same Nominating Committee solely composed of members which are serving under an Incumbent Board membersBoard, shall be, for purposes of this clause (B), considered as though he were a member of the Incumbent Board, or (C) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Institution Bank or the Holding Company or similar transaction occurs or is effectuated in which the Institution Bank or Holding Company is not the resulting entity; provided, however, that such an event listed above will be deemed to have occurred or to have been effectuated upon the receipt of all required federal regulatory approvals not including the lapse of any statutory waiting periods, or (D) a proxy statement has been distributed soliciting proxies from stockholders of the Holding Company, by someone other than the current management of the Holding Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Holding Company or Institution with one or more corporations as a result of which the outstanding shares of the class of securities then subject to such plan or transaction are exchanged for or converted into cash or property or securities not issued by the Institution or the Holding Company shall be distributed, or (E) a tender offer is made for 20% or more of the voting securities of the Institution or Holding Company then outstanding.

Change in Control. (a) For purposes of this Agreement, a "Change in Control" of the Institution or Holding Company or the Institution shall mean an event of a nature that: (i) would be required to be reported in response to Item 1(a) 1 of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 0000 1934, as amended (xxx the "Xxxxxxxx XxxExchange Act"); or (ii) results in a Change in Control of the Institution or the Holding Company within the meaning of the Home Owners' Loan Change in Bank Control Act of 1933, as amended, and the Rules and Regulations promulgated by the Federal Deposit Insurance ActCorporation ("FDIC") at 12 C.F.R. Section 303.4(a), with respect to the Institution, and the Rules and Regulations promulgated by the Office of Thrift Supervision ("OTS") (or its predecessor agency), with respect to the Holding Company, as in effect on the date hereof (provided, that in applying the definition of change in control as set forth under the rules and regulations of the OTS, the Board shall substitute its judgment for that of the OTS)this Agreement; or (iii) without limitation such a Change in Control shall be deemed to have occurred at such time as (A) any "person" (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) 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 Holding Company representing 20% or more of the Institution's or the Holding Company's outstanding voting securities or right to acquire such securities except for any voting securities of the Institution purchased by the Holding Company and any voting securities purchased by any employee benefit plan of the Institution or the Holding Company or its SubsidiariesCompany, or (B) individuals who constitute the Board on the date 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 directors comprising the Incumbent Board, or whose nomination for election by the Holding Company's stockholders was approved by a the same Nominating Committee solely composed of members which are serving under an Incumbent Board membersBoard, shall be, for purposes of this clause (B), considered as though he were a member of the Incumbent Board, or (C) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Institution or the Holding Company or similar transaction occurs or is effectuated in which the Institution or Holding Company is not the resulting entity; provided, however, that such an event listed above will be deemed to have occurred or to have been effectuated upon the receipt of all required federal regulatory approvals not including the lapse of any statutory waiting periods, or (D) a proxy statement has been distributed soliciting proxies from stockholders of the Holding Company, by someone other than the current management of the Holding Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Holding Company or Institution or similar transaction with one or more corporations as a result of which the outstanding shares of the class of securities then subject to such plan or transaction are exchanged for or converted into cash or property or securities not issued by the Institution or the Holding Company shall be distributedCompany, or (E) a tender offer is made for 20% or more of the voting securities of the Stock Institution or Holding Company then outstanding.

Change in Control. (a) For purposes of this Agreement, a "Change in Control" of the Institution or the Holding Company or the Institution shall mean an event of a nature that: (i) would be required to be reported in response to Item 1(a) of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 0000 (xxx "Xxxxxxxx Xxx"); or (ii) results in a Change in Control of the Institution or the Holding Company within the meaning of the Home Owners' Loan Change in Bank Control Act of 1933, as amended, and the Rules and Regulations promulgated by the Federal Deposit Insurance ActCorporation ("FDIC") at 12 C.F.R. Section 303.4(a), with respect to the Institution, and the Rules and Regulations promulgated by the Office of Thrift Supervision ("OTS") (or its predecessor agency), with respect to the Holding Company, as in effect on the date hereof (provided, that in applying the definition of change in control as set forth under the rules and regulations of the OTS, the Board shall substitute its judgment for that of the OTS)this Agreement; or (iii) without limitation such a Change in Control shall be deemed to have occurred at such time as (A) any "person" (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) 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 Holding Company representing 20% or more of the Institution's or the Holding Company's outstanding voting securities or right to acquire such securities except for any voting securities of the Institution purchased by the Holding Company and any voting securities purchased by any employee benefit plan of the Holding Company or its Subsidiaries, or (B) individuals who constitute the Board on the date 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 directors comprising the Incumbent Board, or whose nomination for election by the Holding Company's stockholders was approved by a Nominating Committee solely composed of members which are Incumbent Board members, shall be, for purposes of this clause (B), considered as though he were a member of the Incumbent Board, or (C) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Institution or the Holding Company or similar transaction occurs or is effectuated in which the Institution or Holding Company is not the resulting entity; provided, however, that such an event listed above will be deemed to have occurred or to have been effectuated upon the receipt of all required federal regulatory approvals not including the lapse of any statutory waiting periods, or (D) a proxy statement has been distributed soliciting proxies from stockholders of the Holding Company, by someone other than the current management of the Holding Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Holding Company or Institution with one or more corporations as a result of which the outstanding shares of the class of securities then subject to such plan or transaction are exchanged for or converted into cash or property or securities not issued by the Institution or the Holding Company shall be distributed, or (E) a tender offer is made for 20% or more of the voting securities of the Institution or Holding Company then outstanding.

Change in Control. (a) For purposes of this Agreement, a "Change in Control" of the Bank or Holding Company or the Institution shall mean an event of a nature that: (iA) would be required to be reported in response to Item 1(a) 1 of the current report Current Report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 0000 1934 (xxx the "Xxxxxxxx XxxExchange Act"); or (iiB) results in a Change in Control of the Institution Bank or the Holding Company within the meaning of the Home Owners' Loan Act of 1933, as amended, the Federal Deposit Insurance Act, and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor successor agency), as in effect on the date hereof (provided, provided that in applying the definition of a change in control as set forth under the rules and regulations of the OTS, the Board shall substitute its judgment for that of the OTS); or (iiiC) without limitation such a Change in Control shall be deemed to have occurred at such time as (Aa) any "person" (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) 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 Bank or the Holding Company representing 20% or more of the InstitutionBank's or the Holding Company's outstanding voting securities or right to acquire such securities except for any voting securities of the Institution Bank purchased by the Holding Company and any voting securities purchased by any of the Bank's or the Holding Company's employee benefit plan of the Holding Company or its Subsidiaries, plans; or (Bb) individuals who constitute the Board of the Bank or the Holding Company on the date hereof of the Conversion (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 of the Conversion or Reorganization whose election was approved by a vote of at least three-quarters of the directors comprising the Incumbent Board, or whose nomination for election by the Bank's or the Holding Company's stockholders was approved by a the same Nominating Committee solely composed of members which are serving under an Incumbent Board membersBoard, shall be, for purposes of this clause (Bb), considered as though he were a member of the Incumbent Board, ; or (Cc) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Institution Bank or the Holding Company or similar transaction occurs or is effectuated in which the Institution Bank or the Holding Company is not the resulting entity; provided, provided however, that such an event listed above will be deemed to have occurred or to have been effectuated upon the receipt of all required federal regulatory approvals not including the lapse of any statutory waiting periods, or (D) a proxy statement has been distributed soliciting proxies from stockholders of the Holding Company, by someone other than the current management of the Holding Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Holding Company or Institution with one or more corporations as a result of which the outstanding shares of the class of securities then subject to such plan or transaction are exchanged for or converted into cash or property or securities not issued by the Institution or the Holding Company shall be distributed, or (E) a tender offer is made for 20% or more of the voting securities of the Institution or Holding Company then outstanding.

Change in Control. Upon the occurrence of a Change in Control (aas herein defined) For the Bank shall provide Change in Control Benefits to Employee as set forth below. A “Change in Control” for the purposes of this Agreement, a "Change in Control" of the Holding Company or the Institution Agreement shall mean an event of a nature that: be deemed to have occurred if either (i) would be required any person, together with his, her or its Affiliates or Associates, acquires beneficial ownership, directly or indirectly, of shares of CSB Bancorp, Inc. ("CSB"), entitling such person, together with such Affiliates or Associates, to be reported in response to Item 1(acast more than twenty percent (20%) of the current report on Form 8-Kvotes eligible to be cast at any meeting of shareholders of CSB, (ii) a change occurs in the acquisition of the ability to control the election of a majority of CSB's or Bank's directors, (iii) a change occurs in the acquisition of a controlling influence over the management or policies of CSB or Bank by any person or by persons acting as in effect on a “group” (within the date hereof, pursuant to meaning of Section 13 or 15(d13(d) of the Securities Exchange Act of 0000 (xxx "Xxxxxxxx Xxx"); 1934) or (iiiv) results in a Change in Control during any period of the Institution or the Holding Company within the meaning of the Home Owners' Loan Act of 1933two consecutive years, as amended, the Federal Deposit Insurance Act, and the Rules and Regulations promulgated by the Office of Thrift Supervision individuals (or its predecessor agency), as in effect on the date hereof (provided, that in applying the definition of change in control as set forth under the rules and regulations of the OTS, the Board shall substitute its judgment for that of the OTS); or (iii) without limitation such a Change in Control shall be deemed to have occurred at such time as (A) any "person" (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under Continuing Directors") who at the Exchange Act), directly or indirectly, beginning of voting securities of the Institution or the Holding Company representing 20% or more of the Institution's or the Holding Company's outstanding voting securities or right to acquire such securities except for any voting securities of the Institution purchased by the Holding Company and any voting securities purchased by any employee benefit plan of the Holding Company or its Subsidiaries, or (B) individuals who period constitute the Board on the date hereof of Directors of CSB (the "Incumbent Existing Board") cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date hereof individual whose election or nomination for election as member of the Existing Board was approved by a vote of at least three-quarters a majority of the directors comprising the Incumbent Board, or whose nomination for election by the Company's stockholders was approved by Continuing Directors then in office shall be considered a Nominating Committee solely composed of members which are Incumbent Board members, shall be, for Continuing Director. For purposes of this clause definition, a person shall be deemed the “beneficial owner” of any shares of CSB (Bi) which such person or any of its Affiliates or Associates, as defined below, beneficially owns, directly or indirectly; (ii) which such person or any of its Affiliates or Associates, has directly or indirectly, (A) the right to acquire (whether such right is exercisable immediately or only after the passage of time), considered as though he were a member pursuant to any agreement, arrangement or understanding or upon the exercise of the Incumbent Boardconversion rights, exchange rights, warrants or options, or otherwise, or (CB) the right to vote pursuant to any agreement, arrangement or understanding or (iii) which are beneficially owned, directly or indirectly, by any other person with which such person or any of its Affiliates or Associates has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of any shares of CSB. For purposes of this Agreement, a plan of reorganization“person” shall mean any individual, mergerfirm, consolidationcompany, sale of all partnership, other entity or substantially all group, and the assets terms “Affiliate” or “Associate” shall have the respective meanings ascribed to such terms in Rule 12b-2 of the Institution or General Rules and Regulations promulgated by the Holding Company or similar transaction occurs or is effectuated in which Securities and Exchange Commission under the Institution or Holding Company is not Securities Exchange Act of 1934, as of the resulting entity; provided, date hereof. Provided however, that such an event listed above will a Change of Control shall not be deemed to have occurred resulted from any transfer (i) to CSB; (ii) to a fiduciary for the benefit of the transferring owner or to have been effectuated upon the receipt of all required federal regulatory approvals not including the lapse of any statutory waiting periods, his spouse or lineal descendants or (Diii) a proxy statement has been distributed soliciting proxies from stockholders by will or by operation of the Holding Company, by someone other than the current management laws of the Holding Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Holding Company or Institution with one or more corporations as a result of which the outstanding shares of the class of securities then subject to such plan or transaction are exchanged for or converted into cash or property or securities not issued by the Institution or the Holding Company shall be distributed, or (E) a tender offer is made for 20% or more of the voting securities of the Institution or Holding Company then outstandingdescent and distribution.

Change in Control. (a) a. For purposes of this Agreement, a "“Change in Control" ” of the Bank or Holding Company or the Institution shall mean an event of a nature that: (i) would be required to be reported in response to Item 1(a) 1 of the current report Current Report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 0000 1934, as amended (xxx "Xxxxxxxx Xxx"the “Exchange Act”); or (ii) results in a Change in Control of the Institution Bank or the Holding Company within the meaning of the Home Owners' Loan Act of 1933, as amended, the Federal Deposit Insurance Act, Act and the Rules rules and Regulations regulations promulgated by the Office of Thrift Supervision (or its predecessor agency)thereunder, as in effect on the date hereof (provided, that in applying the definition of change in control as set forth under the rules and regulations of the OTS, the Board shall substitute its judgment for that of the OTS)hereof; or (iii) without limitation such a Change in Control shall be deemed to have occurred at such time as (A) any "“person" ” (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) 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 Bank or the Holding Company representing 2025% or more of the Institution's Bank ‘s or the Holding Company's ’s outstanding voting securities or right to acquire such securities except for any voting securities of the Institution Bank purchased by the Holding Company and any voting securities purchased by any employee benefit plan of the Bank or the Holding Company or its SubsidiariesCompany, or (B) individuals who constitute the Board on the date 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 directors comprising the Incumbent Board, or whose nomination for election by the Holding Company's ’s stockholders was approved by a Nominating Committee solely composed of members which are Incumbent Board members, shall be, for purposes of this clause (B), considered as though he were a member of the Incumbent Board, or (C) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Institution Bank or the Holding Company or similar transaction occurs or is effectuated in which the Institution Bank or Holding Company is not the resulting entity; provided, however, that such an event listed above will be deemed to have occurred or to have been effectuated upon the receipt of all required federal regulatory approvals not including the lapse of any statutory waiting periods, or (D) a proxy statement has been distributed soliciting proxies from stockholders of the Holding Company, by someone other than the current management of the Holding Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Holding Company or Institution with one or more corporations as a result of which the outstanding shares of the class of securities then subject to such plan or transaction are exchanged for or converted into cash or property or securities not issued by the Institution or the Holding Company shall be distributed, or (E) a tender offer is made for 20% or more of the voting securities of the Institution or Holding Company then outstanding.

Change in Control. Change in Control" means a change, after January 1, 2002, in control of the Company of a nature that would be required to be the subject of prior approval by (aA) For the Federal Reserve Board pursuant to the Bank Holding Company Act of 1956, as amended, (B) the Federal Deposit Insurance Corporation under the Change In Bank Control Act, (C) the appropriate federal bank regulatory agency under the Bank Merger Act or (D) the California Department of Financial Institutions pursuant to provisions of the California Financial Code; provided, that without limitation, and without consideration of regulatory exemptions from prior approval, such a Change in Control will be deemed to have occurred if and when any of the following occur: (i) there is a transfer, voluntarily or by hostile takeover or proxy contest, operation of law or otherwise, of control of the Company, (ii) individuals, who were members of the Board of Directors of the Company immediately prior to a meeting of the shareholders of the Company which meeting involved a contest for the election of directors, do not constitute a majority of the Board of Directors of the Company following such election or meeting, (iii) an acquisition, directly or indirectly, of more than 25% of the outstanding shares of any class of voting securities of the Company by any Person, (iv) a merger (in which the Company is not the surviving entity), consolidation or sale of all, or substantially all, of the assets of the Company, or (v) there is a change, during any period of two consecutive years, of a majority of the Board of Directors of the Company as constituted as of the beginning of such period, unless the election of each director who is not a director at the beginning of such period was approved by a vote of at least two-thirds of the directors then in office who were directors at the beginning of such period. If any of the approvals referred to in (A)-(D), above, shall relate to a Change in Control of Bancshares or any of the events or circumstances described in (i)-(v), above, shall occur to or be applicable to Bancshares, then such Change in Control shall be deemed for all purposes of this Agreement, Agreement to also be a "Change in Control" of the Holding Company or Company. For purposes of this Agreement, the Institution term "Person" shall mean an event of a nature that: (i) would be required to be reported in response to Item 1(a) of the current report on Form 8-Kand include any individual, corporation, partnership, group, association or other "person", as such term is used in effect on the date hereof, pursuant to Section 13 or 15(d14(d) of the Securities Exchange Act of 0000 (xxx "Xxxxxxxx Xxx"); or (ii) results in 1934, other than the Company, Mid-State Bancshares, a Change in Control wholly owned subsidiary of the Institution Company or the Holding Company within the meaning of the Home Owners' Loan Act of 1933, as amended, the Federal Deposit Insurance Act, and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency), as in effect on the date hereof (provided, that in applying the definition of change in control as set forth under the rules and regulations of the OTS, the Board shall substitute its judgment for that of the OTS); or (iii) without limitation such a Change in Control shall be deemed to have occurred at such time as (A) any "person" (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) 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 Holding Company representing 20% or more of the Institution's or the Holding Company's outstanding voting securities or right to acquire such securities except for any voting securities of the Institution purchased by the Holding Company and any voting securities purchased by any employee benefit plan of the Holding Company or its Subsidiaries, or (Bplan(s) individuals who constitute the Board on the date 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 directors comprising the Incumbent Board, or whose nomination for election sponsored by the Company's stockholders was approved by , Mid-State Bancshares or a Nominating Committee solely composed of members which are Incumbent Board members, shall be, for purposes of this clause (B), considered as though he were a member subsidiary of the Incumbent Board, or (C) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Institution or the Holding Company or similar transaction occurs or is effectuated in which the Institution or Holding Company is not the resulting entity; provided, however, that such an event listed above will be deemed to have occurred or to have been effectuated upon the receipt of all required federal regulatory approvals not including the lapse of any statutory waiting periods, or (D) a proxy statement has been distributed soliciting proxies from stockholders of the Holding Company, by someone other than the current management of the Holding Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Holding Company or Institution with one or more corporations as a result of which the outstanding shares of the class of securities then subject to such plan or transaction are exchanged for or converted into cash or property or securities not issued by the Institution or the Holding Company shall be distributed, or (E) a tender offer is made for 20% or more of the voting securities of the Institution or Holding Company then outstanding.

Change in Control. (a) No benefit shall be payable under this Section 5 unless there shall have been a Change in Control of the Holding Company, as set forth below. For purposes of this Agreement, a "“Change in Control" ” of the Holding Company or the Institution shall mean an event of a nature that: (i) would be required to be reported in response to Item 1(a) 1 of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 0000 1934 (xxx "Xxxxxxxx Xxx"the “Exchange Act”); or (ii) results in a Change in Control of the Institution Bank or the Holding Company within the meaning of the Home Owners' ’ Loan Act of 1933, as amended, the Federal Deposit Insurance Act, and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency), as in effect on the date hereof (providedhereof, that in applying the definition including Section 574 of change in control as set forth under the rules and regulations of the OTS, the Board shall substitute its judgment for that of the OTS)such regulations; or (iii) without limitation such a Change in Control shall be deemed to have occurred at such time as (Aa) any "“person" ” (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the "“beneficial owner" ” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of voting securities or makes an offer to purchase securities of the Institution or the Holding Company representing 20% or more of the Institution's or the Holding Company's ’s outstanding voting securities or ordinarily having the right to acquire such securities vote at the election of directors except for any voting securities of the Institution purchased by the Holding Company and any voting securities purchased by any employee benefit stock ownership plan and trust of the Holding Company or its Subsidiaries, Bank; or (Bb) individuals who constitute the Board on the date 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 directors comprising the Incumbent Board, or whose nomination for election by the Holding Company's stockholders ’s shareholders was approved by a the same Nominating Committee solely composed of members which are serving under an Incumbent Board membersBoard, shall be, for purposes of this clause (Bb), considered as though he were a member of the Incumbent Board, ; or (Cc) a plan of reorganization, merger, consolidation, consolidation or sale of all or substantially all the assets of the Institution or the Holding Company or similar transaction occurs or is effectuated in which the Institution or Holding Company is not the resulting entityoccurs; provided, however, that such an event listed above will be deemed to have occurred or to have been effectuated upon the receipt of all required federal regulatory approvals not including the lapse of any statutory waiting periods, or (Dd) a proxy statement has been shall be distributed soliciting proxies from stockholders of the Holding Company, by someone other than the current management of the Holding Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Holding Company or Institution Bank with one or more corporations as a result of which the outstanding shares of the class of securities then subject to such plan or transaction the Plan are exchanged for or converted into cash or property or securities not issued by the Institution Bank or the Holding Company shall be distributed, Company; or (Ee) a tender offer is made for 20% or more of the voting outstanding securities of the Institution Bank or Holding Company then outstandingCompany.

Change in Control. (a) For purposes of this Agreement, a "Change in Control" of the Institution or Holding Company or the Institution shall mean an event of a nature that: (i) would be required to be reported in response to Item 1(a) 1 of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 0000 1934, as amended (xxx the "Xxxxxxxx XxxExchange Act"); or (ii) results in a Change in Control of the Institution or the Holding Company within the meaning of the Home Owners' Loan Change in Bank Control Act of 1933, as amended, and the Rules and Regulations promulgated by the Federal Deposit Insurance ActCorporation ("FDIC") at 12 C.F.R. (S) 303.4(a), with respect to the Institution, and the Rules and Regulations promulgated by the Office of Thrift Supervision ("OTS") (or its predecessor agency), with respect to the Holding Company, as in effect on the date hereof (provided, that in applying the definition of change in control as set forth under the rules and regulations of the OTS, the Board shall substitute its judgment for that of the OTS)this Agreement; or (iii) without limitation such a Change in Control shall be deemed to have occurred at such time as (A) any "person" (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) 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 Holding Company representing 20% or more of the Institution's or the Holding Company's outstanding voting securities or right to acquire such securities except for any voting securities of the Institution purchased by the Holding Company and any voting securities purchased by any employee benefit plan of the Institution or the Holding Company or its SubsidiariesCompany, or (B) individuals who constitute the Board on the date 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 directors comprising the Incumbent Board, or whose nomination for election by the Holding Company's stockholders was approved by a the same Nominating Committee solely composed of members which are serving under an Incumbent Board membersBoard, shall be, for purposes of this clause (B), considered as though he were a member of the Incumbent Board, or (C) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Institution or the Holding Company or similar transaction occurs or is effectuated in which the Institution or Holding Company is not the resulting entity; provided, however, that such an event listed above will be deemed to have occurred or to have been effectuated upon the receipt of all required federal regulatory approvals not including the lapse of any statutory waiting periods, or (D) a proxy statement has been distributed soliciting proxies from stockholders of the Holding Company, by someone other than the current management of the Holding Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Holding Company or Institution or similar transaction with one or more corporations as a result of which the outstanding shares of the class of securities then subject to such plan or transaction are exchanged for or converted into cash or property or securities not issued by the Institution or the Holding Company shall be distributedCompany, or (E) a tender offer is made for 20% or more of the voting securities of the Stock Institution or Holding Company then outstanding.

Change in Control. (a) No benefit shall be payable under this Section 5 unless there shall have been a Change in Control of the Bank or the Holding Company as set forth below. For purposes of this Agreement, a "Change in Control" of the Bank or Holding Company or the Institution shall mean an event of a nature that: (i) would be required to be reported in response to Item 1(a) of the current report Current Report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 0000 (xxx "Xxxxxxxx Xxx"); or (ii) results in a Change in Control of the Institution Bank or the Holding Company within the meaning of the Home Owners' Loan Act of 1933, as amended, the Federal Deposit Insurance Act, 1933 and the Rules and Regulations promulgated by the Office of Thrift Supervision ("OTS") (or its predecessor agency), as in effect on the date hereof (provided, that in applying the definition of change in control as set forth under the rules and regulations of the OTS, the Board shall substitute its judgment for that of the OTS); or (iii) without limitation such a Change in Control shall be deemed to have occurred at such time as (A) any "person" (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) 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 Bank or the Holding Company representing 20% or more of the InstitutionBank's or the Holding Company's outstanding voting securities or right to acquire such securities except for any voting securities of the Institution Bank purchased by the Holding Company in connection with the conversion of the Bank to the stock form and any voting securities purchased by any employee benefit plan Benefit Plan of the Holding Company or its SubsidiariesBank, or (B) individuals who constitute the Board on the date 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 directors comprising the Incumbent Board, or whose nomination for election by the Holding Company's stockholders was approved by a the same Nominating Committee solely composed of members which are serving under an Incumbent Board membersBoard, shall be, for purposes of this clause (B), considered as though he were a member of the Incumbent Board, or (C) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Institution Bank or the Holding Company or similar transaction occurs or is effectuated in which the Institution Bank or Holding Company is not the resulting entity; provided, however, that such an event listed above will be deemed to have occurred or to have been effectuated upon the receipt of all required federal regulatory approvals not including the lapse of any statutory waiting periods, or (D) a proxy statement has been is distributed soliciting proxies from stockholders of the Holding Company, by someone other than the current management of the Holding Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Holding Company or Institution Bank with one or more corporations as a result of which the outstanding shares of the class of securities then subject to such plan or transaction are exchanged for or converted into cash or property or securities not issued by the Institution Bank or the Holding Company shall be distributed, or (E) a tender offer is made for 20% or more of the voting securities of the Institution Bank or Holding Company then outstanding.

Change in Control. (a) For purposes of this Agreement, a "Change in Control" of the Holding Company or the Institution shall mean an event of a nature that: (i) would be required to be reported in response to Item 1(a) of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 0000 (xxx "Xxxxxxxx Xxx"); or (ii) results in a Change in Control of the Institution Bank or the Holding Company within the meaning of the Home Owners' Loan Change in Bank Control Act of 1933, as amended, and the Rules and Regulations promulgated by the Federal Deposit Insurance ActCorporation ("FDIC") at 12 C.F.R. (S) 303.4(a), with respect to the Institution, and the Rules and Regulations promulgated by the Office of Thrift Supervision ("OTS") (or its predecessor agency), with respect to the Holding Company, as in effect on the date hereof (provided, that in applying the definition of change in control as set forth under the rules and regulations of the OTS, the Board shall substitute its judgment for that of the OTS)this Agreement; or (iii) without limitation such a Change in Control shall be deemed to have occurred at such time as (A) any "person" (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) 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 Holding Company representing 20% or more of the Institution's or the Holding Company's outstanding voting securities or right to acquire such securities except for any voting securities of the Institution purchased by the Holding Company and any voting securities purchased by any employee benefit plan of the Holding Company or its Subsidiaries, or (B) individuals who constitute the Board on the date 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 directors comprising the Incumbent Board, or whose nomination for election by the Company's stockholders was approved by a Nominating Committee solely composed of members which are Incumbent Board members, shall be, for purposes of this clause (B), considered as though he were a member of the Incumbent Board, or (C) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Institution or the Holding Company or similar transaction occurs or is effectuated in which the Institution or Holding Company is not the resulting entity; provided, however, that such an event listed above will be deemed to have occurred or to have been effectuated upon the receipt of all required federal regulatory approvals not including the lapse of any statutory waiting periods, or (D) a proxy statement has been distributed soliciting proxies from stockholders of the Holding Company, by someone other than the current management of the Holding Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Holding Company or Institution with one or more corporations as a result of which the outstanding shares of the class of securities then subject to such plan or transaction are exchanged for or converted into cash or property or securities not issued by the Institution or the Holding Company shall be distributed, or (E) a tender offer is made for 20% or more of the voting securities of the Institution or Holding Company then outstanding.

Change in Control. (a) No benefit shall be payable under this Section 5 unless there shall have been a Change in Control of the Bank or Holding Company, as set forth below. For purposes of this Agreement, a "“Change in Control" ” of the Bank or Holding Company or the Institution shall mean an event of a nature that: ; (i) would be required to be reported in response to Item 1(a) 1 of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 0000 1934 (xxx "Xxxxxxxx Xxx"the “Exchange Act”); or (ii) results in a Change in Control of the Institution Bank or the Holding Company within the meaning of the Home Owners' ’ Loan Act of 1933, as amended, the Federal Deposit Insurance Act, and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency), as in effect on the date hereof (providedhereof, that in applying the definition including Section 574 of change in control as set forth under the rules and regulations of the OTS, the Board shall substitute its judgment for that of the OTS)such regulations; or (iii) without limitation such a Change in Control shall be deemed to have occurred at such time as (Aa) any "“person" ” (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the "“beneficial owner" ” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of voting securities or makes an offer to purchase securities of the Institution Bank or the Holding Company representing 20% or more of the Institution's Bank’s or the Holding Company's ’s outstanding voting securities or ordinarily having the right to acquire such securities vote at the election of directors except for any voting securities of the Institution Bank purchased by the Holding Company in connection with the conversion of the Bank to the stock form and any voting securities purchased by any the Bank’s employee benefit stock ownership plan of the Holding Company or its Subsidiaries, and trust; or (Bb) individuals who constitute the Board of the Bank or Holding Company on the date 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 directors comprising the Incumbent Board, or whose nomination for election by the Company's stockholders was approved by a the same Nominating Committee solely composed of members which are serving under an Incumbent Board membersBoard, shall be, for purposes of this clause (Bb), considered as though he were a member of the Incumbent Board, ; or (Cc) a plan of reorganization, merger, consolidation, consolidation or sale of all or substantially all the assets of the Institution Bank or the Holding Company or similar transaction occurs or is effectuated in which the Institution or Holding Company is not the resulting entityoccurs; provided, however, that such an event listed above will be deemed to have occurred or to have been effectuated upon the receipt of all required federal regulatory approvals not including the lapse of any statutory waiting periods, or (Dd) a proxy statement has been shall be distributed soliciting proxies from stockholders of the Holding Company, by someone other than the current management of the Holding Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Holding Company or Institution Bank with one or more corporations as a result of which the outstanding shares of the class of securities then subject to such plan or transaction the Plan are exchanged for or converted into cash or property or securities not issued by the Institution Bank or the Holding Company shall be distributed, Company; or (Ee) a tender offer is made for 20% or more of the voting outstanding securities of the Institution Bank or Holding Company then outstandingCompany.

Change in Control. (a) a. For purposes of this Agreement, a "Change in Control" of the Bank or Holding Company or the Institution shall mean an event of a nature that: (i) would be required to be reported in response to Item 1(a) 1 of the current report Current Report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 0000 1934, as amended (xxx the "Xxxxxxxx XxxExchange Act"); or (ii) results in a Change in Control of the Institution Bank or the Holding Company within the meaning of the Home Owners' Loan Act of 1933, as amended, the Federal Deposit Insurance Act, Act and the Rules rules and Regulations regulations promulgated by the Office of Thrift Supervision (or its predecessor agency)thereunder, as in effect on the date hereof (provided, that in applying the definition of change in control as set forth under the rules and regulations of the OTS, the Board shall substitute its judgment for that of the OTS)hereof; or (iii) without limitation such a Change in Control shall be deemed to have occurred at such time as (A) any "person" (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) 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 Bank or the Holding Company representing 2025% or more of the Institution's Bank `s or the Holding Company's outstanding voting securities or right to acquire such securities except for any voting securities of the Institution Bank purchased by the Holding Company and any voting securities purchased by any employee benefit plan of the Bank or the Holding Company or its SubsidiariesCompany, or (B) individuals who constitute the Board on the date 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 directors comprising the Incumbent Board, or whose nomination for election by the Holding Company's stockholders was approved by a Nominating Committee solely composed of members which are Incumbent Board members, shall be, for purposes of this clause (B), considered as though he were a member of the Incumbent Board, or (C) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Institution Bank or the Holding Company or similar transaction occurs or is effectuated in which the Institution Bank or Holding Company is not the resulting entity; provided, however, that such an event listed above will be deemed to have occurred or to have been effectuated upon the receipt of all required federal regulatory approvals not including the lapse of any statutory waiting periods, or (D) a proxy statement has been distributed soliciting proxies from stockholders of the Holding Company, by someone other than the current management of the Holding Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Holding Company or Institution with one or more corporations as a result of which the outstanding shares of the class of securities then subject to such plan or transaction are exchanged for or converted into cash or property or securities not issued by the Institution or the Holding Company shall be distributed, or (E) a tender offer is made for 20% or more of the voting securities of the Institution or Holding Company then outstanding.

Change in Control. Notwithstanding the foregoing, if, prior to any Vesting Date, and within two years after the effectiveness of a Change in Control (aas 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, 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" ” means the first to occur of any of the Holding Company or the Institution shall mean an event of a nature thatfollowing events: (iI) would be required to be reported any “person” (as that term is used in response to Item 1(a) of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(dand 14(d)(2) of the Securities Exchange Act of 0000 1934 (xxx "Xxxxxxxx Xxx"“Exchange Act”); or (ii) results in a Change in Control of becomes the Institution or the Holding Company within the meaning of the Home Owners' Loan Act of 1933, as amended, the Federal Deposit Insurance Act, and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency), as in effect on the date hereof (provided, that in applying the definition of change in control as set forth under the rules and regulations of the OTS, the Board shall substitute its judgment for that of the OTS); or (iii) without limitation such a Change in Control shall be deemed to have occurred at such time as (A) any "person" beneficial owner (as the that term is used in Sections Section 13(d) and 14(d) of the Exchange Act) 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 Holding Company representing 20% fifty percent (50%) or more of the Institution's or Company’s capital stock entitled to vote in the Holding Company's outstanding voting securities or right to acquire such securities except for any voting securities election of directors; (II) the shareholders of the Institution purchased by the Holding Company and approve any voting securities purchased by any employee benefit plan consolidation or merger of the Holding Company, other than a consolidation or merger of the Company in which the holders of the common stock of the Company immediately prior to the consolidation or its Subsidiaries, merger hold more than fifty percent (50%) of the common stock of the surviving corporation immediately after the consolidation or merger; or (BIII) individuals who constitute the Board on the date 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 shareholders of the directors comprising Company approve the Incumbent Board, sale or whose nomination for election by the Company's stockholders was approved by a Nominating Committee solely composed of members which are Incumbent Board members, shall be, for purposes of this clause (B), considered as though he were a member of the Incumbent Board, or (C) a plan of reorganization, merger, consolidation, sale transfer of all or substantially all of the assets of the Institution or the Holding Company or similar transaction occurs or is effectuated to parties that are not within a “controlled group of corporations” (as defined in Code Section 1563) in which the Institution or Holding 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, or willful misconduct by the Participant. 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 the Participant’s 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 the Participant’s 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 the Participant’s Employment Agreement. Notwithstanding the foregoing, a termination shall not be treated as a termination for Good Reason (I) if the resulting entity; providedParticipant 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, howeverand such event, that such an event listed above will be deemed to have occurred or to if capable of being cured, shall not have been effectuated upon cured within 30 days of the receipt of all required federal regulatory approvals not including the lapse of any statutory waiting periods, or (D) a proxy statement has been distributed soliciting proxies from stockholders of the Holding Company, by someone other than the current management of the Holding Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Holding Company or Institution with one or more corporations as a result of which the outstanding shares of the class of securities then subject to such plan or transaction are exchanged for or converted into cash or property or securities not issued by the Institution or the Holding Company shall be distributed, or (E) a tender offer is made for 20% or more of the voting securities of the Institution or Holding Company then outstandingnotice.

Change in Control. (a) No benefit shall be payable under this Section 5 unless there shall have been a Change in Control of the Bank or Holding Company, as set forth below. For purposes of this Agreement, a "Change in Control" of the Bank or Holding Company or the Institution shall mean an event of a nature that: ; (i) would be required to be reported in response to Item 1(a) 1 of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 0000 (xxx "Xxxxxxxx Xxx"); or (ii) results in a Change in Control of the Institution Bank or the Holding Company within the meaning of the Home Owners' Loan Act of 1933, as amended, the Federal Deposit Insurance Act, and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency), as in effect on the date hereof (providedhereof, that in applying the definition including Section 574 of change in control as set forth under the rules and regulations of the OTS, the Board shall substitute its judgment for that of the OTS)such regulations; or (iii) without limitation such a Change in Control shall be deemed to have occurred at such time as (Aa) any "person" (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of voting securities or makes an offer to purchase securities of the Institution Bank or the Holding Company representing 20% or more of the InstitutionBank's or the Holding Company's outstanding voting securities or ordinarily having the right to acquire such securities vote at the election of directors except for any voting securities of the Institution Bank purchased by the Holding Company in connection with the conversion of the Bank to the stock form and any voting securities purchased by any the Bank's employee benefit stock ownership plan of the Holding Company or its Subsidiaries, and trust; or (Bb) individuals who constitute the Board of the Bank or Holding Company on the date 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 directors comprising the Incumbent Board, or whose nomination for election by the Company's stockholders was approved by a the same Nominating Committee solely composed of members which are serving under an Incumbent Board membersBoard, shall be, for purposes of this clause (Bb), considered as though he were a member of the Incumbent Board, ; or (Cc) a plan of reorganization, merger, consolidation, consolidation or sale of all or substantially all the assets of the Institution Bank or the Holding Company or similar transaction occurs or is effectuated in which the Institution or Holding Company is not the resulting entityoccurs; provided, however, that such an event listed above will be deemed to have occurred or to have been effectuated upon the receipt of all required federal regulatory approvals not including the lapse of any statutory waiting periods, or (Dd) a proxy statement has been shall be distributed soliciting proxies from stockholders of the Holding Company, by someone other than the current management of the Holding Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Holding Company or Institution Bank with one or more corporations as a result of which the outstanding shares of the class of securities then subject to such plan or transaction the Plan are exchanged for or converted into cash or property or securities not issued by the Institution Bank or the Holding Company shall be distributed, Company; or (Ee) a tender offer is made for 20% or more of the voting outstanding securities of the Institution Bank or Holding Company then outstandingCompany.

Change in Control. (a) For In the event of a change in control of the Company, this Option will become immediately exercisable. The term "change in control" for purposes of this Agreement, a "Change in Control" Section refers to the acquisition after the effective date of this Option Agreement of the Holding Company beneficial ownership of 50% or the Institution shall mean an event of a nature that: (i) would be required to be reported in response to Item 1(a) more of the current report on Form 8-K, outstanding voting securities of the Company by any person or by persons acting as in effect on a group within the date hereof, pursuant to meaning of Section 13 or 15(d13(d)(3) of the Securities Exchange Act of 0000 1934, as amended (xxx the "Xxxxxxxx XxxExchange Act"); ) (other than an acquisition by (i) a person or group meeting the requirements of clauses (i) and (ii) of Rule 13d-1(b)(1) promulgated under the Exchange Act, or (ii) results in a Change in Control of the Institution or the Holding Company any employee pension benefit plan (within the meaning of the Home Owners' Loan Act Section 3(2) of 1933, as amended, the Federal Deposit Insurance Act, and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency), as in effect on the date hereof (provided, that in applying the definition of change in control as set forth under the rules and regulations of the OTS, the Board shall substitute its judgment for that of the OTS); or (iii) without limitation such a Change in Control shall be deemed to have occurred at such time as (A) any "person" (as the term is used in Sections 13(d) and 14(dERISA) of the Exchange Act) is Company or becomes the "beneficial owner" of its Subsidiaries (as defined outlined in Rule 13d-3 under Section 424(f) of the Exchange ActCode), directly or indirectly, of voting securities of the Institution or the Holding Company representing 20% or more of the Institution's or the Holding Company's outstanding voting securities or right including a trust established pursuant to acquire such securities except for any voting securities of the Institution purchased by the Holding Company and any voting securities purchased by any employee benefit plan of the Holding Company or its Subsidiaries, or (B) individuals who constitute the Board on the date 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 directors comprising the Incumbent Board, or whose nomination for election by the Company's stockholders was approved by a Nominating Committee solely composed of members which are Incumbent Board members, shall be, for purposes of this clause (Bplan), considered as though he were a member of the Incumbent Board, or (C) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Institution or the Holding Company or similar transaction occurs or is effectuated in which the Institution or Holding Company is not the resulting entity; provided, however, that such an event listed above no change in control will be deemed to have occurred or (i) if prior to have been effectuated upon the receipt of all required federal regulatory approvals not including the lapse of any statutory waiting periodsacquisition of, or (D) a proxy statement has been distributed soliciting proxies from stockholders of the Holding Companyoffer to acquire, by someone other than the current management of the Holding Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Holding Company or Institution with one or more corporations as a result of which the outstanding shares of the class of securities then subject to such plan or transaction are exchanged for or converted into cash or property or securities not issued by the Institution or the Holding Company shall be distributed, or (E) a tender offer is made for 2050% or more of the voting securities of the Institution Company, the full Board of Directors of the Company has adopted by not less than two-thirds vote a resolution specifically approving such acquisition or Holding Company then outstandingoffer or (ii) from (A) a transfer of the Company's voting securities by any person who beneficially owns more than 50% of the Company's outstanding voting securities on the effective date of this Option (an "Existing Holder") to (i) a member of the Existing Holder's immediate family (within the meaning of Rule 16a-1(e) of the Exchange Act) either during the Existing Holder's lifetime or by will or the laws of descent and distribution; (ii) any trust as to which an Existing Holder or a member (or members) of an Existing Holder's immediate family (within the meaning of Rule 16a-l(e) of the Exchange Act) is the beneficiary; (iii) any trust as to which an Existing Holder is the settlor with sole power to revoke; (iv) any entity over which an Existing Holder has the power, directly or indirectly, to direct or cause the direction of the management and policies of the entity, whether through the ownership of voting securities, by contract or otherwise; or (v) any charitable trust. foundation or corporation under Section 501(c)(3) of the Code that is funded by an Existing Holder, or any corporation or other entity all the voting securities of which are owned by such a charitable trust, foundation or corporation; or (B) the acquisition of voting securities of the Corporation by either (i) an Existing Holder or (ii) a person, trust or other entity described in the foregoing clauses (A)(i)-(v) of this clause (ii). The term "person" for purposes of this Section refers to an individual or a corporation. partnership. trust, association joint venture, pool, syndicate, sole proprietorship, unincorporated organization or any other form of entity not specifically listed herein.

Change in Control. (a) For purposes A “Change In Control” means a change in control of Employer after the date of this Agreement, a "Change Agreement in Control" any one of the Holding Company or the Institution shall mean an event of a nature thatfollowing circumstances: (i) there shall have occurred an event that would be required to be reported in response to Item 1(a6(e) of the current report Schedule 14A of Regulation 14A (or in response to any similar item on Form 8-K, as in effect on the date hereof, pursuant to Section 13 any similar schedule or 15(dform) of promulgated under the Securities Exchange Act of 0000 1934, as amended (xxx "Xxxxxxxx Xxx"the “Exchange Act”), whether or not Employer is then subject to such reporting requirement; or (ii) results in a Change in Control of the Institution or the Holding Company within the meaning of the Home Owners' Loan Act of 1933, as amended, the Federal Deposit Insurance Act, and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency), as in effect on the date hereof (provided, that in applying the definition of change in control as set forth under the rules and regulations of the OTS, the Board shall substitute its judgment for that of the OTS); or (iii) without limitation such a Change in Control shall be deemed to have occurred at such time as (A) any "“person" ” (as the such term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes (an “Acquiring Person”) shall have become the "“beneficial owner" ” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of voting securities of the Institution or the Holding Company Employer representing 20% or more of the Institution's or the Holding Company's combined voting power of Employer’s then outstanding voting securities (a “Share Acquisition”); (iii) Employer is a party to a merger, consolidation, sale of assets or right to acquire such securities except for any voting securities other reorganization, or a proxy contest, as a consequence of which members of the Institution purchased by the Holding Company and any voting securities purchased by any employee benefit plan Board of Directors in office immediately prior to such transaction or event constitute less than a majority of the Holding Company or its Subsidiaries, Board of Directors thereafter; or (Biv) during any period of two consecutive years, individuals who constitute at the beginning of such period constituted the Board on of Directors (including for this purpose any new director whose election or nomination for election by Employer’s stockholders was approved by a vote of at least two-thirds of the date hereof (directors then still in office who were directors at the "Incumbent Board"beginning of such period) 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 directors comprising the Incumbent Board, or whose nomination for election by the Company's stockholders was approved by a Nominating Committee solely composed Board of members which are Incumbent Board members, shall be, for purposes of this clause (B), considered as though he were a member of the Incumbent Board, or (C) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Institution or the Holding Company or similar transaction occurs or is effectuated in which the Institution or Holding Company is not the resulting entityDirectors; provided, however, that such an event listed above will described in clause (i) or (ii) shall not be deemed a Change In Control if such event is approved, prior to its occurrence or within 60 days thereafter by at least two-thirds of the members of the Board of Directors in office immediately prior to such occurrence. In addition to the foregoing, a Change In Control shall be deemed to have occurred or to have been effectuated upon if, after the receipt occurrence of all required federal regulatory approvals not including the lapse of any statutory waiting periods, or (D) a proxy statement Share Acquisition that has been distributed soliciting proxies from stockholders approved by a two-thirds vote of the Holding CompanyBoard as contemplated in the proviso to the preceding sentence, by someone other than the current management of Acquiring Person shall have become the Holding Companybeneficial owner, seeking stockholder approval of a plan of reorganizationdirectly or indirectly, merger or consolidation of the Holding Company or Institution with one or more corporations as a result of which the outstanding shares of the class of securities then subject to such plan or transaction are exchanged for or converted into cash or property or securities not issued by the Institution or the Holding Company shall be distributed, or (E) a tender offer is made for 20of Employer representing an additional 5% or more of the combined voting power of Employer’s then outstanding voting securities (a “Subsequent Share Acquisition”) without the approval prior thereto or within 60 days thereafter of at least two-thirds of the Institution members of the Board of Directors who were in office immediately prior to such Subsequent Share Acquisition and were not appointed, nominated or Holding Company recommended by, and do not otherwise represent the interests of, the Acquiring Person on the Board. Each subsequent acquisition by an Acquiring Person of securities of Employer representing an additional 5% or more of the combined voting power of Employer’s then outstandingoutstanding voting securities shall also constitute a Subsequent Share Acquisition (and a Change In Control unless approved as contemplated by the preceding sentence) if the approvals contemplated by this paragraph were given with respect to the initial Share Acquisition and all prior Subsequent Share Acquisitions by such Acquiring Person. The Board approvals contemplated by the two preceding sentences and by the proviso to the first sentence of this paragraph may contain such conditions as the members of the Board granting such approval may deem advisable and appropriate, the subsequent failure or violation of which shall result in the rescission of such approval and cause a Change In Control to be deemed to have occurred as of the date of the Share Acquisition or Subsequent Share Acquisition, as the case may be. Notwithstanding the foregoing, a Change In Control shall not be deemed to have occurred for purposes of clause (ii) of the first sentence of this paragraph with respect to any Acquiring Person meeting the requirements of clauses (i) and (ii) of Rule 13d-l(b)(1) promulgated under the Exchange Act.

Change in Control. (a) For purposes of this Agreement, a "“Change in Control" of the Holding Company ” shall be deemed to have occurred if (a) any “person” or the Institution shall mean an event of a nature that: “group” (ias such terms are used in Section 13(d) would be required to be reported in response to Item 1(a) of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(dand 14(d) of the Securities Exchange Act of 0000 (xxx "Xxxxxxxx Xxx"); or (ii) results in a Change in Control of the Institution or the Holding Company within the meaning of the Home Owners' Loan Act of 19331934, as amended, (the Federal Deposit Insurance Act, and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency), as in effect on the date hereof (provided, that in applying the definition of change in control as set forth under the rules and regulations of the OTS, the Board shall substitute its judgment for that of the OTS); or (iii) without limitation such a Change in Control shall be deemed to have occurred at such time as (A) any "person" (as the term is used in Sections 13(d) and 14(d) of the “Exchange Act”)) is or becomes the "“beneficial owner" ” (as defined in Rule 13d-3 under the Exchange ActAct as in effect on the date hereof, except that a person shall be deemed to be the “beneficial owner” of all shares that any such person has the right to acquire pursuant to any agreement or arrangement or upon exercise of conversion rights, warrants, options or otherwise, without regard to the sixty day period referred to in such Rule), directly or indirectly, of voting securities of the Institution or the Holding Company representing 2030% or more of the Institution's combined voting power of Employer’s then outstanding securities, (b) any person or the Holding Company's outstanding voting securities group shall make a tender offer or right to acquire such securities except an exchange offer for any voting securities 30% or more of the Institution purchased combined voting power of Employer’s then outstanding securities, (c) at any time 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 constituted the board of directors of Employer and any new directors, whose election by the Holding Company and any voting securities purchased board of directors of Employer or nomination for election by any employee benefit plan of the Holding Company or its Subsidiaries, or (B) individuals who constitute the Board on the date 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 Employer’s stockholders was approved by a vote of at least threetwo-quarters thirds (2/3) of Employer’s directors then still in office who either were Employer’s directors at the beginning of the directors comprising the Incumbent Board, period or whose election or nomination for election by was previously so approved (“Current Directors”), cease for any reason to constitute a majority thereof, (d) Employer shall consolidate, merge or exchange securities with any other entity and the Company's stockholders was approved of Employer immediately before the effective time of such transaction do not beneficially own, immediately after the effective time of such transaction, shares or other equity interests entitling such stockholders to a majority of all votes (without consideration of the rights of any class of stock or other equity interests entitled to elect directors by a Nominating Committee solely composed of members separate class vote) to which are Incumbent Board members, shall be, for purposes of this clause (B), considered as though he were a member all stockholders of the Incumbent Boardcorporation or owners of the equity interests of any other entity issuing cash or securities in the consolidation, merger or share exchange would be entitled for the purpose of electing directors or where the Current Directors immediately after the effective time of the consolidation, merger or share exchange would not constitute a majority of the board of directors or similar governing body of the corporation or other entity issuing cash or securities in the consolidation, merger or share exchange, or (Ce) a plan of reorganization, merger, consolidation, sale of any person or group acquires all or substantially all of Employer’s assets. Notwithstanding the assets of the Institution or the Holding Company or similar transaction occurs or is effectuated in which the Institution or Holding Company is not the resulting entity; providedforegoing, however, that such an event listed above will a Change in Control shall not be deemed to have occurred or to have been effectuated upon the receipt occur merely by reason of all required federal regulatory approvals not including the lapse (1) an acquisition of any statutory waiting periodsEmployer’s securities by, or (D) a proxy statement has been distributed soliciting proxies from stockholders of the Holding Company, by someone other than the current management of the Holding Company, seeking stockholder approval of a plan of reorganizationany consolidation, merger or consolidation exchange of securities with, any entity that, immediately prior to such acquisition, consolidation, merger or exchange of securities, was a “subsidiary,” as such term is defined below. For these purposes, the term “subsidiary” means (i) any corporation, limited liability company or other entity of which 80% of the Holding Company capital stock or Institution with one other equity interests of such entity is owned, directly or more corporations as a result indirectly, by Employer and (ii) any unincorporated entity in respect of which the outstanding shares Employer has, directly or indirectly, an equivalent degree of the class of securities then subject to such plan or transaction are exchanged for or converted into cash or property or securities not issued by the Institution or the Holding Company shall be distributed, or (E) a tender offer is made for 20% or more of the voting securities of the Institution or Holding Company then outstandingownership.

Change in Control. (a) For purposes of this Agreement, a "Change in Control" of the Holding Association or Company or the Institution shall mean an event of a nature that: (i) would be required to be reported in response to Item 1(a) I of the current report Current Report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 0000 (xxx "Xxxxxxxx Xxx"); or (ii) results in a Change in Control of the Institution Association or the Holding Company within the meaning of the Home Owners' Loan Act of 1933, as amended, the Federal Deposit Insurance Act, 1933 and / or the Rules and Regulations promulgated by the Office of Thrift Supervision ("OTS") (or its predecessor agency), as in effect on the date hereof (provided, that in applying the definition of change in control as set forth under the rules and regulations of the OTS, the Board shall substitute its judgment for that of the OTS); or (iii) without limitation such a Change in Control shall be deemed to have occurred at such time as (A) any "person" (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) 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 Association or the Holding Company representing 2025% or more of the InstitutionAssociation's or the Holding Company's outstanding voting securities or the right to acquire such securities except for any voting securities of the Institution Association purchased by the Holding Company in connection with the conversion of the Association to the stock form and any voting securities purchased by any tax qualified employee benefit plan of the Holding Company Association or its Subsidiariesthe Company, or (B) individuals who constitute the Board on the date 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 directors comprising the Incumbent Board, or whose nomination for election by the Company's stockholders was approved by a the same Nominating Committee solely composed of members which are serving under an Incumbent Board membersBoard, shall be, for purposes of this clause ("B)", considered as though he were a member of the Incumbent Board, or (C) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Institution Association or the Holding Company or similar transaction occurs or is effectuated in which the Institution Association or Holding the Company is not the resulting entity; , provided, however, that such an event listed above will be deemed to have occurred or to have been effectuated upon the receipt of all required federal regulatory and stockholder approvals not including the lapse of any statutory waiting periods, or (D) a proxy statement has been distributed soliciting proxies from stockholders of the Holding Company, by someone other than the current management of the Holding Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Holding Company or Institution with one or more corporations as a result of which the outstanding shares of the class of securities then subject to such plan or transaction are exchanged for or converted into cash or property or securities not issued by the Institution or the Holding Company shall be distributed, or (E) a tender offer is made for 20% or more of the voting securities of the Institution or Holding Company then outstanding.

Change in Control. (a) 6.01 For purposes of this Agreement, a "Change “change in Control" control” of Employer shall have occurred at such time as (a) the Holding Company Federal Reserve Board should have approved a notice filed by any Person (as defined in subsection 1.10) with respect to Employer pursuant to 12 C.F.R. § 225.41 (or any successor regulation thereto), without respect to the Institution shall mean an event of a nature that: (i) would be required to be reported in response to Item 1(a) of the current report on Form 8-Kexceptions thereto under 12 C.F.R. § 225.42, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 0000 ; (xxx "Xxxxxxxx Xxx"); or (ii) results in a Change in Control of the Institution or the Holding Company within the meaning of the Home Owners' Loan Act of 1933, as amended, the Federal Deposit Insurance Act, and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency), as in effect on the date hereof (provided, that in applying the definition of change in control as set forth under the rules and regulations of the OTS, the Board shall substitute its judgment for that of the OTS); or (iii) without limitation such a Change in Control shall be deemed to have occurred at such time as (Ab) any "person" (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) is or Person becomes the "“beneficial owner" ” (as defined in Rule 13d-3 under the Securities Exchange ActAct of 1934 or any successor regulation thereto), directly or indirectly, of voting securities of the Institution or the Holding Company representing 2025% or more of the Institution's or combined voting power of Employer’s outstanding securities ordinarily having the Holding Company's outstanding voting securities or right to acquire such securities except for any voting securities vote at elections of the Institution purchased by the Holding Company and any voting securities purchased by any employee benefit plan of the Holding Company or its Subsidiaries, or directors; (Bc) individuals who constitute the Employer’s Board of Directors on the date 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, or nomination for election by Employer’s shareholders, was approved by a vote of at least three-three quarters of the directors comprising the Incumbent Board, or whose nomination for election by the Company's stockholders was approved by a Nominating Committee solely composed of members which are Incumbent Board members, shall be, for purposes of this clause (B), be considered as though he such Person were a member of the Incumbent Board, or Board for purposes of this Section VI; (Cd) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Institution or the Holding Company or similar transaction occurs or is effectuated in which the Institution or Holding Company is not the resulting entity; provided, however, that such an event listed above will be deemed to have occurred or to have been effectuated upon the receipt of all required federal regulatory approvals not including the lapse of any statutory waiting periods, or (D) a proxy statement has been distributed soliciting proxies from stockholders of the Holding Company, by someone other than the current management of the Holding Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of Employer with or into another corporation; (e) the Holding Company sale, conveyance or Institution with one other transfer of substantially all of the assets of Employer; or more corporations as (f) the closing of a result corporate reorganization in which the Employer becomes a subsidiary of a holding company, the majority of the common stock of which is owned, in aggregate, by persons who did not own the outstanding shares majority of the class common stock of securities then subject HomeTown Bank (or its successor) immediately prior to such plan or transaction are the reorganization. The formation of a bank holding company whereby the common stock of Bank will be exchanged for or converted into cash or property or securities stock in the holding company shall not issued by the Institution or the Holding Company shall be distributed, or (E) constitute a tender offer is made for 20% or more of the voting securities of the Institution or Holding Company then outstanding“change in control” under this Agreement.

Change in Control. (a) For purposes of this Agreement, a "Change in Control" of the Bank or Holding Company or the Institution shall mean an event of a nature that: (i) would be required to be reported in response to Item 1(a) 1 of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 0000 1934, as amended (xxx the "Xxxxxxxx XxxExchange Act"); or (ii) results in a Change in Control of the Institution Bank or the Holding Company within the meaning of the Home Owners' Loan Act of 1933, as amended, the Federal Deposit Insurance Act, and Act or the Rules and Regulations promulgated by the Office of Thrift Supervision ("OTS") (or its predecessor agency), as in effect on the date hereof (provided, that in applying the definition of change in control as set forth under the rules and regulations of the OTS, the Board shall substitute its judgment for that of the OTS); or (iii) without limitation such a Change in Control shall be deemed to have occurred at such time as (A) any "person" (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) 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 Holding Company Bank representing 2025% or more of the Institution's or the Holding CompanyBank's outstanding voting securities or right to acquire such securities except for any voting securities of the Institution Bank purchased by the Holding Company and any voting securities purchased by any employee benefit plan of the Bank or the Holding Company or its SubsidiariesCompany, or (B) individuals who constitute the Board on the date 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 directors comprising the Incumbent Board, or whose nomination for election by the CompanyBank's stockholders was approved by a the same Nominating Committee solely composed of members which are serving under an Incumbent Board membersBoard, shall be, for purposes of this clause (B), considered as though he were a member of the Incumbent Board, or (C) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Institution Bank or the Holding Company or similar transaction occurs or is effectuated in which the Institution Bank or Holding Company is not the resulting entity; provided, however, that such an event listed above will be deemed to have occurred or to have been effectuated upon the receipt of all required federal regulatory approvals not including the lapse of any statutory waiting periods, or (D) a proxy statement has been distributed soliciting proxies from stockholders of the Holding Company, by someone other than the current management of the Holding Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Holding Company or Institution with one or more corporations as a result of which the outstanding shares of the class of securities then subject to such plan or transaction are exchanged for or converted into cash or property or securities not issued by the Institution or the Holding Company shall be distributed, or (E) a tender offer is made for 20% or more of the voting securities of the Institution or Holding Company then outstanding.

Change in Control. (a) No benefit shall be payable under this Section 5 unless there shall have been a Change in Control of the Holding Company, as set forth below. For purposes of this Agreement, a "Change in Control" of the Holding Company or the Institution shall mean an event of a nature that: (i) would be required to be reported in response to Item 1(a) 1 of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 0000 (xxx "Xxxxxxxx Xxx"); or (ii) results in a Change in Control of the Institution Bank or the Holding Company within the meaning of the Home Owners' Loan Act of 1933, as amended, the Federal Deposit Insurance Act, and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency), as in effect on the date hereof (providedhereof, that in applying the definition including Section 574 of change in control as set forth under the rules and regulations of the OTS, the Board shall substitute its judgment for that of the OTS)such regulations; or (iii) without limitation such a Change in Control shall be deemed to have occurred at such time as (Aa) any "person" (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of voting securities or makes an offer to purchase securities of the Institution or the Holding Company representing 20% or more of the Institution's or the Holding Company's outstanding voting securities or ordinarily having the right to acquire such securities vote at the election of directors except for any voting securities of the Institution purchased by the Holding Company and any voting securities purchased by any employee benefit stock ownership plan and trust of the Holding Company or its Subsidiaries, Bank; or (Bb) individuals who constitute the Board on the date 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 directors comprising the Incumbent Board, or whose nomination for election by the Holding Company's stockholders shareholders was approved by a the same Nominating Committee solely composed of members which are serving under an Incumbent Board membersBoard, shall be, for purposes of this clause (Bb), considered as though he were a member of the Incumbent Board, ; or (Cc) a plan of reorganization, merger, consolidation, consolidation or sale of all or substantially all the assets of the Institution or the Holding Company or similar transaction occurs or is effectuated in which the Institution or Holding Company is not the resulting entityoccurs; provided, however, that such an event listed above will be deemed to have occurred or to have been effectuated upon the receipt of all required federal regulatory approvals not including the lapse of any statutory waiting periods, or (Dd) a proxy statement has been shall be distributed soliciting proxies from stockholders of the Holding Company, by someone other than the current management of the Holding Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Holding Company or Institution Bank with one or more corporations as a result of which the outstanding shares of the class of securities then subject to such plan or transaction the Plan are exchanged for or converted into cash or property or securities not issued by the Institution Bank or the Holding Company shall be distributed, Company; or (Ee) a tender offer is made for 20% or more of the voting outstanding securities of the Institution Bank or Holding Company then outstandingCompany.

Change in Control. (a) For purposes of this Agreement, a "Change in Control" of the Holding Company or the Institution shall mean an event of a nature that: (i) would be required to be reported in response to Item 1(a) of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 0000 (xxx "Xxxxxxxx Xxx"); or (ii) results in a Change in Control of the Institution Bank or the Holding Company within the meaning of the Home Owners' Loan Change in Bank Control Act of 1933, as amended, and the Rules and Regulations promulgated by the Federal Deposit Insurance ActCorporation ("FDIC") at 12 C.F.R. Section 303.4(a), with respect to the Institution, and the Rules and Regulations promulgated by the Office of Thrift Supervision ("OTS") (or its predecessor agency), with respect to the Holding Company, as in effect on the date hereof (provided, that in applying the definition of change in control as set forth under the rules and regulations of the OTS, the Board shall substitute its judgment for that of the OTS)this Agreement; or (iii) without limitation such a Change in Control shall be deemed to have occurred at such time as (A) any "person" (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) 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 Holding Company representing 20% or more of the Institution's or the Holding Company's outstanding voting securities or right to acquire such securities except for any voting securities of the Institution purchased by the Holding Company and any voting securities purchased by any employee benefit plan of the Holding Company or its Subsidiaries, or (B) individuals who constitute the Board on the date 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 directors comprising the Incumbent Board, or whose nomination for election by the Company's stockholders was approved by a Nominating Committee solely composed of members which are Incumbent Board members, shall be, for purposes of this clause (B), considered as though he were a member of the Incumbent Board, or (C) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Institution or the Holding Company or similar transaction occurs or is effectuated in which the Institution or Holding Company is not the resulting entity; provided, however, that such an event listed above will be deemed to have occurred or to have been effectuated upon the receipt of all required federal regulatory approvals not including the lapse of any statutory waiting periods, or (D) a proxy statement has been distributed soliciting proxies from stockholders of the Holding Company, by someone other than the current management of the Holding Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Holding Company or Institution with one or more corporations as a result of which the outstanding shares of the class of securities then subject to such plan or transaction are exchanged for or converted into cash or property or securities not issued by the Institution or the Holding Company shall be distributed, or (E) a tender offer is made for 20% or more of the voting securities of the Institution or Holding Company then outstanding.

Change in Control. (a) For purposes of this Agreement, a "Change in Control" of the Holding Company or the Institution its subsidiaries shall mean an event of a nature that: (i) would be required to be reported in response to Item 1(a) of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 0000 1934, as amended (xxx the "Xxxxxxxx XxxExchange Act"); or (ii) results in a Change in Control of the Institution or the Holding Company or its subsidiaries within the meaning of the Home Owners' Loan Act of 1933, as amended, the Federal Deposit Insurance Act, Act and the Rules and Regulations promulgated by the Office of Thrift Supervision OTS (or its predecessor agency), as in effect on the date hereof (provided, that in applying the definition of change in control as set forth under the rules and regulations of the OTS, the Board of Directors shall substitute its judgment for that of the OTS); or (iii) without limitation such a Change in Control shall be deemed to have occurred at such time as (A) any "person" (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) 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 Holding Company or its subsidiaries representing 20% or more of the Institution's Holding Company or the Holding Company's its subsidiaries outstanding voting securities or right to acquire such securities except for any voting securities of the Institution Bank purchased by the Holding Company and any voting securities purchased by any employee benefit plan of the Bank or the Holding Company or its SubsidiariesCompany, or (B) individuals who constitute the Board of Directors on the date 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 directors comprising the Incumbent Board, or whose nomination for election by the Holding Company's stockholders was approved by a Nominating Committee solely composed comprised of members which who are Incumbent Board members, shall be, for purposes of this clause (B), considered as though he were a member of the Incumbent Board, or (C) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Institution or the Holding Company or its subsidiaries or similar transaction occurs or is effectuated in which the Institution or Holding Company or its subsidiaries is not the resulting entity; provided, however, that such an event listed above will be deemed to have occurred or to have been effectuated upon the receipt of all required federal regulatory approvals not including the lapse of any statutory waiting periods, or (D) a proxy statement has been shall be distributed soliciting proxies from stockholders of the Holding Company, by someone other than the current management of the Holding Company, seeking stockholder approval approva1 of a plan of reorganization, merger or consolidation of the Holding Company or Institution its subsidiaries with one or more corporations as a result of which the outstanding shares of the class of securities then subject to such plan or transaction are exchanged for or converted into cash or property or securities not issued by the Institution or the Holding Company or its subsidiaries shall be distributed, ; or (E) a tender offer is made and accepted for 20% or more of the voting securities of the Institution or Holding Company or its subsidiaries then outstanding. The change in composition of the Board of Directors occasioned by a conservatorship or receivership, or by directive of the OTS (or its successor), should not be construed as a Change in Control for the purposes of triggering the obligations to render compensation under this Agreement.

Change in Control. (a) No benefit shall be payable under this Section 5 unless there shall have been a Change in Control of the Bank or the Holding Company as set forth below. For purposes of this Agreement, a "Change in Control" of the Bank or Holding Company or the Institution shall mean an event of a nature that: (i) would be required to be reported in response to Item 1(al(a) of the current report Current Report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 0000 1934 (xxx "Xxxxxxxx Xxx"); or xx (ii) results in a Change in Control of the Institution Bank or the Holding Company within the meaning of the Home Owners' Loan Act of 1933, as amended, the Federal Deposit Insurance Act, 1933 and the Rules and Regulations promulgated by the Office of Thrift Supervision ("OTS") (or its predecessor agency), as in effect on the date hereof (provided, that in applying the definition of change in control as set forth under the rules and regulations of the OTS, the Board shall substitute its judgment for that of the OTS); or (iii) without limitation such a Change in Control shall be deemed to have occurred at such time as (A) any "person" (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) 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 Bank or the Holding Company representing 20% or more of the InstitutionBank's or the Holding Company's outstanding voting securities or right to acquire such securities except for any voting securities of the Institution Bank purchased by the Holding Company in connection with the conversion of the Bank to the stock form and any voting securities purchased by any employee benefit plan Benefit Plan of the Holding Company or its SubsidiariesBank, or (B) individuals who constitute the Board on the date 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 directors comprising the Incumbent Board, or whose nomination for election by the Holding Company's stockholders was approved by a the same Nominating Committee solely composed of members which are serving under an Incumbent Board membersBoard, shall be, for purposes of this clause (B), considered as though he were a member of the Incumbent Board, or (C) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Institution Bank or the Holding Company or similar transaction occurs or is effectuated in which the Institution Bank or Holding Company is not the resulting entity; provided, however, that such an event listed above will be deemed to have occurred or to have been effectuated upon the receipt of all required federal regulatory approvals not including the lapse of any statutory waiting periods, or (D) a proxy statement has been is distributed soliciting proxies from stockholders of the Holding Company, by someone other than the current management of the Holding Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Holding Company or Institution Bank with one or more corporations as a result of which the outstanding shares of the class of securities then subject to such plan or transaction are exchanged for or converted into cash or property or securities not issued by the Institution Bank or the Holding Company shall be distributed, or (E) a tender offer is made for 20% or more of the voting securities of the Institution Bank or Holding Company then outstanding.

Change in Control. (a) For purposes of this Agreement, a "Change in Control" of the Holding Company or the Institution shall mean an event of a nature that: (i) would be required to be reported in response to Item 1(a) of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 0000 (xxx "Xxxxxxxx Xxx"); or (ii) results in a Change in Control or "Acquisition of Control" of the Institution or the Holding Company within the meaning of the Home Owners' Loan Act of 1933, as amended, the Federal Deposit Insurance Act, and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency), as in effect on the date hereof (provided, that in applying the definition of change in control as set forth under the rules and regulations of the OTS, the Board shall substitute its judgment for that of the OTS); or (iii) without limitation such a Change in Control shall be deemed to have occurred at such time as (A) any "person" (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) 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 Holding Company representing 20% or more of the Institution's or the Holding Company's outstanding voting securities or right to acquire such securities except for any voting securities of the Institution purchased by the Holding Company and any voting securities purchased by any employee benefit plan of the Holding Company or its Subsidiaries, or (B) individuals who constitute the Board on the date 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 directors comprising the Incumbent Board, or whose nomination for election by the Company's stockholders was approved by a Nominating Committee solely composed of members which are Incumbent Board members, shall be, for purposes of this clause (B), considered as though he were a member of the Incumbent Board, or (C) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Institution or the Holding Company or similar transaction occurs or is effectuated in which the Institution or Holding Company is not the resulting entity; provided, however, that such an event listed above will be deemed to have occurred or to have been effectuated upon the receipt of all required federal regulatory approvals not including the lapse of any statutory waiting periods, or (D) a proxy statement has been distributed soliciting proxies from stockholders of the Holding Company, by someone other than the current management of the Holding Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Holding Company or Institution with one or more corporations as a result of which the outstanding shares of the class of securities then subject to such plan or transaction are exchanged for or converted into cash or property or securities not issued by the Institution or the Holding Company shall be distributed, or (E) a tender offer is made for 20% or more of the voting securities of the Institution or Holding Company then outstanding.

Change in Control. (a) For purposes of this Agreement, a A "Change in Control" of the Holding Company Bank or the Institution Company shall mean an event a change in control of a nature that: (i) would be required to be reported in response to Item 1(a) 5.01 of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 0000 (xxx "Xxxxxxxx Xxx"); or (ii) results in a Change in Control of the Institution Bank or the Holding Company within the meaning of the Home Owners' Loan Act of 1933Act, as amended, and applicable rules and regulations promulgated thereunder (collectively, the Federal Deposit Insurance Act, and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency), "HOLA") as in effect on at the date hereof (provided, that in applying the definition of change in control as set forth under the rules and regulations time of the OTS, the Board shall substitute its judgment for that of the OTS)Change in Control; or (iii) without limitation such a Change in Control shall be deemed to have occurred at such time as (Aa) any "person" (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) 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 Holding Company representing 2025% or more of the Institution's or combined voting power of the Holding Company's outstanding voting securities or right to acquire such securities securities, except for any voting securities of the Institution purchased by the Holding Company and any voting securities purchased by any Bank's employee benefit stock ownership plan of the Holding Company or its Subsidiaries, trust; or (Bb) individuals who constitute the Board on the date 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 directors comprising the Incumbent Board, or whose nomination for election by the Company's stockholders was approved by a the same Nominating Committee solely composed of members which are serving under an Incumbent Board membersBoard, shall be, for purposes of this clause (Bb), considered as though he were a member of the Incumbent Board, ; or (Cc) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Institution Bank or the Holding Company or similar transaction occurs or is effectuated in which the Institution Bank or Holding Company is not the resulting entitysurviving institution occurs or is effected; provided, however, that such an event listed above will be deemed to have occurred or to have been effectuated upon the receipt of all required federal regulatory approvals not including the lapse of any statutory waiting periods, or (Dd) a proxy statement has been distributed soliciting proxies from stockholders of the Holding CompanyCompany is distributed, by someone other than the current management of the Holding Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Holding Company or Institution similar transaction with one or more corporations business organizations as a result of which the outstanding shares of the class of securities then subject to such the plan or transaction are to be exchanged for or converted into cash or property or securities not issued by the Institution or the Holding Company shall be distributed, Company; or (Ee) a tender offer is made for 2025% or more of the voting securities of the Institution Company and the shareholders owning beneficially or Holding of record 25% or more of the outstanding securities of the Company then outstandinghave tendered or offered to sell their shares pursuant to such tender offer and such tendered shares have been accepted by the tender offeror.

Change in Control. (a) For purposes of this Agreement, a "Change in Control" of the Holding Company or the Institution shall mean an event of a nature that: (i) would be required to be reported in response to Item 1(a) of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 0000 1900 (xxx "Xxxxxxxx Xxx"); or (ii) results in a Change in Control of the Institution or the Holding Company within the meaning of the Home Owners' Loan Act of 1933, as amended, the Federal Deposit Insurance Act, and the Rules and Regulations promulgated by the Office of Thrift Supervision ("OTS") (or its predecessor agency), as in effect on the date hereof (provided, that in applying the definition of change in control as set forth under the rules and regulations of the OTS, the Board shall substitute its judgment for that of the OTS); or (iii) without limitation such a Change in Control shall be deemed to have occurred at such time as (A) any "person" (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) 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 Holding Company representing 20% or more of the Institution's or the Holding Company's outstanding voting securities or right to acquire such securities except for any voting securities of the Institution purchased by the Holding Company and any voting securities purchased by any employee benefit plan of the Holding Company or its Subsidiaries, ; or (B) individuals who constitute the Board on the date 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 directors comprising the Incumbent Board, or whose nomination for election by the Holding Company's stockholders was approved by a Nominating Committee solely composed of members which are Incumbent Board members, shall be, for purposes of this clause (B), considered as though he were a member of the Incumbent Board, ; or (C) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Institution or the Holding Company or similar transaction occurs or is effectuated in which the Institution or Holding Company is not the resulting entity; provided, however, that such an event listed above will be deemed to have occurred or to have been effectuated upon the receipt of all required federal regulatory approvals not including the lapse of any statutory waiting periods, ; or (D) a proxy statement has been shall be distributed soliciting proxies from stockholders of the Holding Company, by someone other than the current management of the Holding Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Holding Company or Institution with one or more corporations as a result of which the outstanding shares of the class of securities then subject to such plan or transaction are exchanged for or converted into cash or property or securities not issued by the Institution or the Holding Company shall be distributed, ; or (E) a tender offer is made for 20% or more of the voting securities of the Institution or Holding Company then outstanding.

Change in Control. The term "Change in Control" shall mean the occurrence of any of the following events with respect to the Bank (a) For with the term "Bank" being defined for purposes of this Agreement, determining whether a "Change in Control" of has occurred to include the Holding Company or the Institution shall mean an event of a nature thatCompany: (i) a change in control of a nature that would be required to be reported in response to Item 1(a6(e) of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 0000 1934, as amended (xxx the "Xxxxxxxx XxxExchange Act"), or in response to any other form or report to the regulatory agencies or governmental authorities having jurisdiction over the Bank or any stock exchange on which the Bank's shares are listed which requires the reporting of a change in control; or (ii) results in a Change in Control any merger, consolidation or reorganization of the Institution or Bank in which the Holding Company within the meaning of the Home Owners' Loan Act of 1933, as amended, the Federal Deposit Insurance Act, and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency), as in effect on the date hereof (provided, that in applying the definition of change in control as set forth under the rules and regulations of the OTS, the Board shall substitute its judgment for that of the OTS)Bank does not survive; or (iii) without limitation such any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a Change series of transactions) of any assets of the Bank having an aggregate fair market value of fifty percent (50%) of the total value of the assets of the Bank, reflected in Control shall be deemed to have occurred at such time as the most recent balance sheet of the Bank; (Aiv) a transaction whereby any "person" (as the such term is used in Sections 13(d) and 14(d) of the Exchange Act) is or any individual, corporation, partnership, trust or any other entity 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 Holding Company Bank representing 20% twenty-five percent (25%) or more of the Institution's or the Holding Company's outstanding combined voting securities or right to acquire such securities except for any voting securities power of the Institution purchased by the Holding Company and any voting securities purchased by any employee benefit plan of the Holding Company or its Subsidiaries, Bank's then outstanding securities; or (Bv) a situation where, in any one-year period, individuals who at the beginning of such period constitute the Board on of Directors of the date hereof (the "Incumbent Board") Bank cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to unless the date hereof whose election, or the nomination for election was by the Bank's shareholders, of each new Director is approved by a vote of at least three-quarters (3/4) of the directors comprising Directors then still in office who were Directors at the Incumbent Board, beginning of the period. Notwithstanding the foregoing or whose nomination anything else contained herein to the contrary there shall not be a "Change of Control" for election by the Company's stockholders was approved by a Nominating Committee solely composed of members which are Incumbent Board members, shall be, for purposes of this clause (B), considered as though he were a member Agreement if the event which would otherwise come within the meaning of the Incumbent Board, term "Change of Control" involves an Employee Stock Ownership Plan sponsored by the Bank or (C) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Institution or the its Holding Company or similar transaction occurs which is the party that acquires "control" or is effectuated the principal participant in which the Institution or Holding Company is not the resulting entity; provided, however, that such an event listed above will be deemed to have occurred or to have been effectuated upon the receipt of all required federal regulatory approvals not including the lapse of any statutory waiting periods, or (D) transaction constituting a proxy statement has been distributed soliciting proxies from stockholders of the Holding Company, by someone other than the current management of the Holding Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Holding Company or Institution with one or more corporations "Change in Control," as a result of which the outstanding shares of the class of securities then subject to such plan or transaction are exchanged for or converted into cash or property or securities not issued by the Institution or the Holding Company shall be distributed, or (E) a tender offer is made for 20% or more of the voting securities of the Institution or Holding Company then outstandingdescribed above.

Change in Control. The term "Change in Control" shall mean the occurrence of any of the following events with respect to the Bank (a) For with the term "Bank" being defined for purposes of this Agreement, determining whether a "Change in Control" of has occurred to include the Holding Company or the Institution shall mean an event of a nature thatCompany: (i) a change in control of a nature that would be required to be reported in response to Item 1(a6(e) of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 0000 1934, as amended (xxx the "Xxxxxxxx XxxExchange Act"), or in response to any other form or report to the regulatory agencies or governmental authorities having jurisdiction over the Bank or any stock exchange on which the Bank's shares are listed which requires the reporting of a change in control; or (ii) results in a Change in Control any merger, consolidation or reorganization of the Institution or Bank in which the Holding Company within the meaning of the Home Owners' Loan Act of 1933, as amended, the Federal Deposit Insurance Act, and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency), as in effect on the date hereof (provided, that in applying the definition of change in control as set forth under the rules and regulations of the OTS, the Board shall substitute its judgment for that of the OTS)Bank does not survive; or (iii) without limitation such any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a Change series of transactions) of any assets of the Bank having an aggregate fair market value of fifty percent (50%) of the total value of the assets of the Bank, reflected in Control shall be deemed to have occurred at such time as the most recent balance sheet of the Bank; (Aiv) a transaction whereby any "person" (as the such term is used in Sections 13(d) and 14(d) of the Exchange Act) is or any individual, corporation, partnership, trust or any other entity 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 Holding Company Bank representing 20% twenty-five percent (25%) or more of the Institution's or the Holding Company's outstanding combined voting securities or right to acquire such securities except for any voting securities power of the Institution purchased by the Holding Company and any voting securities purchased by any employee benefit plan of the Holding Company or its Subsidiaries, Bank's then outstanding securities; or (Bv) a situation where, in any one-year period, individuals who at the beginning of such period constitute the Board on of Directors of the date hereof (the "Incumbent Board") Bank cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to unless the date hereof whose election, or the nomination for election was by the Bank's shareholders, of each new Director is approved by a vote of at least three-quarters (3/4) of the directors comprising Directors then still in office who were Directors at the Incumbent Boardbeginning of the period. Notwithstanding the foregoing or anything else contained herein to the contrary, or whose nomination there shall not be a "Change of Control" for election by the Company's stockholders was approved by a Nominating Committee solely composed of members which are Incumbent Board members, shall be, for purposes of this clause (B), considered as though he were a member Agreement if the event which would otherwise come within the meaning of the Incumbent Board, term "Change of Control" involves an Employee Stock Ownership Plan sponsored by the Bank or (C) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Institution or the its Holding Company or similar transaction occurs which is the party that acquires "control" or is effectuated the principal participant in which the Institution or Holding Company is not the resulting entity; provided, however, that such an event listed above will be deemed to have occurred or to have been effectuated upon the receipt of all required federal regulatory approvals not including the lapse of any statutory waiting periods, or (D) transaction constituting a proxy statement has been distributed soliciting proxies from stockholders of the Holding Company, by someone other than the current management of the Holding Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Holding Company or Institution with one or more corporations "Change in Control," as a result of which the outstanding shares of the class of securities then subject to such plan or transaction are exchanged for or converted into cash or property or securities not issued by the Institution or the Holding Company shall be distributed, or (E) a tender offer is made for 20% or more of the voting securities of the Institution or Holding Company then outstandingdescribed above.

Change in Control. If at any time during the Term, Executive’s employment with the Corporation is terminated by the Corporation not for Cause within two years after the Change of Control (aas hereinafter defined) or in the 90 days prior to the Change of Control upon the request of the acquiror, the Corporation shall pay to Executive an amount equal to the greater of (i) 1.5 multiplied by Executive’s Base Salary that Executive is then earning or (ii) all Executive’s Base Salary remaining to be paid to Executive during the Initial Term, payable in a lump-sum payment on the termination date of Executive’s employment hereunder but not earlier than the closing of the Change of Control. For purposes of this Agreementhereof, a "“Change in of Control" of the Holding Company or the Institution ” shall mean an event a change of control of a nature that: (i) that would be required to be reported in response to Item 1(a6(e) of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 0000 (xxx "Xxxxxxxx Xxx"); or (ii) results in a Change in Control of the Institution or the Holding Company within the meaning of the Home Owners' Loan Act of 19331934, as amended, amended (the Federal Deposit Insurance “Exchange Act, and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency”), as whether or not the Corporation is in effect on the date hereof (providedfact required to comply with that regulation, that in applying the definition of provided that, without limitation, such a change in control as set forth under the rules and regulations of the OTS, the Board shall substitute its judgment for that of the OTS); or (iii) without limitation such a Change in Control shall be deemed to have occurred at such time as if (A) any "“person" ” (as the such term is used in Sections 13(d) and 14(d) of the Exchange Act) ), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Corporation or a corporation owned, directly or indirectly, by the shareholders of the Corporation in substantially the same proportions as their ownership of stock of the Corporation, 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 Holding Company Corporation representing 20more than 50% or more of the Institution's or the Holding Company's outstanding combined voting securities or right to acquire such securities except for any voting securities power of the Institution purchased by the Holding Company and any voting securities purchased by any employee benefit plan of the Holding Company or its Subsidiaries, Corporation’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 on the date hereof of Directors and any new director (the "Incumbent Board") cease for any reason to constitute at least a majority thereof, provided that any person becoming other than a director subsequent designated by a person who has entered into an agreement with the Corporation to the date hereof effect a transaction described in clauses (A) or (D) of this Section) whose election by the Board of Directors or nomination for election by the Corporation’s shareholder’s was approved by a vote of at least threetwo-quarters thirds of the directors comprising then still in office who either were directors at the Incumbent Board, beginning of the period or whose election or nomination for election by the Company's stockholders was approved by previously so approved, cease for any reason to constitute a Nominating Committee solely composed of members which are Incumbent Board members, shall be, for purposes of this clause (B), considered as though he were a member of the Incumbent Board, or majority; (C) the Corporation enters into an agreement, the consummation of which would result in the occurrence of a change in control of the Corporation; or (D) the shareholders of the Corporation approve a merger or consolidation of the Corporation with any other corporation, other than a merger or consolidation which would result in the voting securities of the Corporation outstanding immediately prior to it continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) of more than 50% of the combined voting power of the voting securities of the Corporation or such surviving entity outstanding immediately after such merger or consolidation, or the shareholders of the Corporation approve a plan of reorganization, merger, consolidation, complete liquidation of the Corporation or an agreement for the sale or disposition by the Corporation of all or substantially all the assets of the Institution or the Holding Company or similar transaction occurs or is effectuated in which the Institution or Holding Company is not the resulting entity; provided, however, that such an event listed above will be deemed to have occurred or to have been effectuated upon the receipt of all required federal regulatory approvals not including the lapse of any statutory waiting periods, or (D) a proxy statement has been distributed soliciting proxies from stockholders of the Holding Company, by someone other than the current management of the Holding Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Holding Company or Institution with one or more corporations as a result of which the outstanding shares of the class of securities then subject to such plan or transaction are exchanged for or converted into cash or property or securities not issued by the Institution or the Holding Company shall be distributed, or (E) a tender offer is made for 20% or more of the voting securities of the Institution or Holding Company then outstandingCorporation’s assets.

Change in Control. (a) For purposes of this Agreement, a "Change in Control" of the Institution or Holding Company or the Institution shall mean an event of a nature that: (i) would be required to be reported in response to Item 1(a) of the current report Current Report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 0000 1934, as amended, (xxx the "Xxxxxxxx XxxExchange Act"); or (ii) results in a Change in Control of the Institution or the Holding Company within the meaning of the Home Owners' Loan Act of 1933, as amended, the Federal Deposit Insurance Act, and the Rules and Regulations promulgated by the Office of Thrift Supervision ("OTS") (or its predecessor agency), as in effect on the date hereof (provided, that in applying the definition of change in control as set forth under the rules and regulations of the OTS, the Board shall substitute its judgment for that of the OTS); or (iii) without limitation such a Change in Control shall be deemed to have occurred at such time as (A) any "person" (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) 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 Holding Company representing 20% or more of the Institution's or the Holding Company's outstanding voting securities or right to acquire such securities except for any voting securities of the Institution purchased by the Holding Company and any voting securities purchased by any employee benefit plan of the Holding Company or its SubsidiariesInstitution, or (B) individuals who constitute the Board on the date 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 directors comprising the Incumbent Board, or whose nomination for election by the Holding Company's stockholders was approved by a the same Nominating Committee solely composed of members which are serving under an Incumbent Board membersBoard, shall be, for purposes of this clause (B), considered as though he were a member of the Incumbent Board, or (C) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Institution or the Holding Company or similar transaction occurs or is effectuated in which the Institution or Holding Company is not the resulting entity; provided, however, that such an event listed above will be deemed to have occurred or to have been effectuated upon the receipt of all required federal regulatory approvals not including the lapse of any statutory waiting periods, ; or (D) a proxy statement has been is distributed soliciting proxies from stockholders of the Holding Company, by someone other than the current management of the Holding Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Holding Company or Institution with one or more corporations as a result of which the outstanding shares of the class of securities then subject to such plan or transaction are exchanged for or converted into cash or property or securities not issued by the Institution or the Holding Company shall be distributed, or (E) a tender offer is made for 20% or more of the voting securities of the Institution or Holding Company then outstanding.

Change in Control. (a) For purposes of this Agreement, a A "Change in Control" of the Holding Company shall mean a change in control of the Company or any entity controlling the Institution shall mean an event Company (referred to collectively in this Section 8 as the Company) of a nature that: (i) that would be required to be reported in response to Item 1(a) 1 of the current report a Current Report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 0000 (xxx "Xxxxxxxx Xxx")Act; or (ii) results in a Change in Control of the Institution or the Holding Company within the meaning of the Home Owners' Loan Act of 1933provided that, as amendedwithout limitation, the Federal Deposit Insurance Act, and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency), as in effect on the date hereof (provided, that in applying the definition of change in control as set forth under the rules and regulations of the OTS, the Board shall substitute its judgment for that of the OTS); or (iii) without limitation such a Change in Control shall be deemed to have occurred at such time as (Aa) any "person" (as the such term is used in Sections 13(d) and 14(d) of the Exchange Act) ), other than a person who or which is a shareholder 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 Holding Company representing 20% twenty-five percent (25%) or more of the Institution's or combined voting power of the Holding Company's outstanding voting securities or ordinarily having the right to acquire such securities except for any voting securities vote at elections of the Institution purchased by the Holding Company and any voting securities purchased by any employee benefit plan of the Holding Company or its Subsidiaries, directors; or (Bb) individuals who constitute the Board on the date 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 or nomination for election by the Company's shareholders was approved by a vote of at least three-three quarters of the directors comprising the Incumbent Board, or whose nomination for election by the Company's stockholders was approved by a Nominating Committee solely composed of members which are Incumbent Board members, shall be, for purposes of this clause (Bb), considered as though he were a member of the Incumbent Board; or (c) a sale by the Company of all or substantially all of its assets occurs. Notwithstanding anything in the foregoing to the contrary, no Change in Control shall be deemed to have occurred for purposes of this Agreement by virtue of any transactions which result in the acquisition by the Executive, or (C) by a plan group of reorganizationpersons which includes the Executive, directly or indirectly, of a majority of either the outstanding shares of common stock of the Company or the voting securities of any corporation which acquires all or substantially all of the assets of the Company, whether by way of merger, consolidation, sale of all such assets or substantially all otherwise. Notwithstanding anything contained in this Agreement to the assets contrary, if, while the Executive is employed by the Company, a Change in Control shall occur, with or without the prior approval of the Institution or Board, and Executive's employment hereunder shall be terminated, then the Holding Company or similar transaction occurs or is effectuated in shall be obligated to pay the Executive an amount equal to the balance of the Executive's base salary which the Institution or Holding Company is not the resulting entity; provided, however, that such an event listed above will be deemed to have occurred or to would have been effectuated upon earned for the receipt of all required federal regulatory approvals not including the lapse of any statutory waiting periods, or (D) a proxy statement has been distributed soliciting proxies from stockholders remainder of the Holding Company, by someone other than Term. In the current management of the Holding Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Holding Company or Institution with one or more corporations event that this Agreement is terminated as a result of which a Change in Control, then all options granted to the outstanding shares of Executive pursuant to Section 6 hereof, shall, notwithstanding any provisions contained in the class of securities then subject to such plan or transaction are exchanged for or converted into cash or property or securities not issued respective Option Agreements, immediately vest and become exercisable by the Institution or the Holding Company shall be distributed, or (E) a tender offer is made for 20% or more of the voting securities of the Institution or Holding Company then outstandingExecutive.

Change in Control. Notwithstanding the foregoing, if, prior to the Vesting Date, and within two years of the effectiveness of a Change in Control (aas 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, 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" means the first to occur of any of the Holding Company or the Institution shall mean an event of a nature thatfollowing events: (iI) would be required to be reported any "person" (as that term is used in response to Item 1(a) of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(dand 14(d)(2) of the Securities Exchange Act of 0000 1934 (xxx "Xxxxxxxx XxxExchange Act"); or (ii) results in a Change in Control of becomes the Institution or the Holding Company within the meaning of the Home Owners' Loan Act of 1933, as amended, the Federal Deposit Insurance Act, and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency), as in effect on the date hereof (provided, that in applying the definition of change in control as set forth under the rules and regulations of the OTS, the Board shall substitute its judgment for that of the OTS); or (iii) without limitation such a Change in Control shall be deemed to have occurred at such time as (A) any "person" beneficial owner (as the that term is used in Sections Section 13(d) and 14(d) of the Exchange Act) 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 Holding Company representing 20% fifty percent (50%) or more of the Institution's or the Holding Company's outstanding voting securities or right capital stock entitled to acquire such securities except for any voting securities vote in the election of directors; (II) the shareholders of the Institution purchased by the Holding Company and approve any voting securities purchased by any employee benefit plan consolidation or merger of the Holding Company, other than a consolidation or merger of the Company in which the holders of the common stock of the Company immediately prior to the consolidation or its Subsidiaries, merger hold more than fifty percent (50%) of the common stock of the surviving corporation immediately after the consolidation or merger; or (BIII) individuals who constitute the Board on the date 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 shareholders of the directors comprising Company approve the Incumbent Board, sale or whose nomination for election by the Company's stockholders was approved by a Nominating Committee solely composed of members which are Incumbent Board members, shall be, for purposes of this clause (B), considered as though he were a member of the Incumbent Board, or (C) a plan of reorganization, merger, consolidation, sale transfer of all or substantially all of the assets of the Institution or the Holding Company or similar transaction occurs or is effectuated to parties that are not within a "controlled group of corporations" (as defined in Code Section 1563) in which the Institution or Holding 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, 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 resulting entity; providedParticipant 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, howeverand such event, that such an event listed above will be deemed to have occurred or to if capable of being cured, shall not have been effectuated upon cured within 30 days of the receipt of all required federal regulatory approvals not including the lapse of any statutory waiting periods, or (D) a proxy statement has been distributed soliciting proxies from stockholders of the Holding Company, by someone other than the current management of the Holding Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Holding Company or Institution with one or more corporations as a result of which the outstanding shares of the class of securities then subject to such plan or transaction are exchanged for or converted into cash or property or securities not issued by the Institution or the Holding Company shall be distributed, or (E) a tender offer is made for 20% or more of the voting securities of the Institution or Holding Company then outstandingnotice.

Change in Control. (a) For purposes of this Agreement, a "“Change in Control" ” means any of the Holding Company or the Institution shall mean an event of a nature thatfollowing events: (i) would be required to be reported in response to Item 1(a) of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 when Peapack or 15(d) of the Securities Exchange Act of 0000 (xxx "Xxxxxxxx Xxx"); or (ii) results in a Change in Control of the Institution or the Holding Company within the meaning of the Home Owners' Loan Act of 1933, as amended, the Federal Deposit Insurance Act, and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency), as in effect on the date hereof (provided, Subsidiary acquires actual knowledge that in applying the definition of change in control as set forth under the rules and regulations of the OTS, the Board shall substitute its judgment for that of the OTS); or (iii) without limitation such a Change in Control shall be deemed to have occurred at such time as (A) any "person" person (as the such term is used in Sections 13(d) and 14(d14(d)(2) of the Exchange Act) ), other than an affiliate of Peapack or a Subsidiary or an employee benefit plan established or maintained by Peapack, a Subsidiary or any of their respective affiliates, is or becomes the "beneficial owner" owner (as defined in Rule 13d-3 under of the Exchange Act), ) directly or indirectly, of voting securities of the Institution or the Holding Company Peapack representing 20% or more than twenty-five percent (25%) of the Institutioncombined voting power of Peapack's then outstanding securities (a “Control Person”), (ii) upon the first purchase of Peapack's common stock pursuant to a tender or the Holding Company's outstanding voting securities exchange offer (other than a tender or right to acquire such securities except for any voting securities of the Institution purchased exchange offer made by the Holding Company and any voting securities purchased by any Peapack, a Subsidiary or an employee benefit plan established or maintained by Peapack, a Subsidiary or any of their respective affiliates), (iii) upon the approval by Peapack's stockholders of (A) a merger or consolidation of Peapack with or into another corporation (other than a merger or consolidation which is approved by at least two-thirds of the Holding Company Continuing Directors (as hereinafter defined) and the definitive agreement for which provides that at least two-thirds of the directors of the surviving or its Subsidiariesresulting corporation immediately after the transaction are Continuing Directors (a “Non-Control Transaction”)), or (B) a sale or disposition of all or substantially all of Peapack's assets or (C) a plan of liquidation or dissolution of Peapack, (iv) if during any period of two (2) consecutive years, individuals who at the beginning of such period constitute the Board on the date hereof (the "Incumbent Board"“Continuing Directors”) cease for any reason to constitute at least two-thirds thereof or, following a majority thereofNon-Control Transaction, two-thirds of the board of directors of the surviving or resulting corporation; provided that any person becoming a director subsequent to the date hereof individual whose election or nomination for election as a member of the Board (or, following a Non-Control Transaction, the board of directors of the surviving or resulting corporation) was approved by a vote of at least threetwo-quarters thirds of the directors comprising the Incumbent Board, or whose nomination for election by the Company's stockholders was approved by Continuing Directors then in office shall be considered a Nominating Committee solely composed of members which are Incumbent Board members, shall be, for purposes of this clause (B), considered as though he were a member of the Incumbent BoardContinuing Director, or (Cv) upon a plan of reorganization, merger, consolidation, sale of (A) common stock of the Bank if after such sale any person (as such term is used in Section 13(d) and 14(d)(2) of the Exchange Act) other than Peapack, an employee benefit plan established or maintained by Peapack or a Subsidiary, or an affiliate of Peapack or a Subsidiary, owns a majority of the Bank's common stock or (B) all or substantially all the assets of the Institution Bank's assets (other than in the ordinary course of business). No person shall be considered a Control Person for purposes of clause (i) above if (A) such person is or becomes the Holding Company beneficial owner, directly or similar transaction occurs indirectly, of more than ten percent (10%) but less than twenty-five percent (25%) of the combined voting power of Peapack's then outstanding securities if the acquisition of all voting securities in excess of ten percent (10%) was approved in advance by a majority of the Continuing Directors then in office or (B) such person acquires in excess of ten percent (10%) of the combined voting power of Peapack's then outstanding voting securities in violation of law and by order of a court of competent jurisdiction, settlement or otherwise, disposes or is effectuated in which the Institution or Holding Company is not the resulting entity; provided, however, that such an event listed above will be deemed required to have occurred or to have been effectuated upon the receipt dispose of all required federal regulatory approvals not including the lapse securities acquired in violation of any statutory waiting periods, or (D) a proxy statement has been distributed soliciting proxies from stockholders of the Holding Company, by someone other than the current management of the Holding Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Holding Company or Institution with one or more corporations as a result of which the outstanding shares of the class of securities then subject to such plan or transaction are exchanged for or converted into cash or property or securities not issued by the Institution or the Holding Company shall be distributed, or (E) a tender offer is made for 20% or more of the voting securities of the Institution or Holding Company then outstandinglaw.

Change in Control. (a) For purposes of this Agreement, a "Change in Control" of the Association or Holding Company or the Institution shall mean an event of a nature that: (i) would be required to be reported in response to Item 1(a) I of the current report Current Report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 0000 (xxx "Xxxxxxxx Xxx"); or (ii) results in a Change in Control of the Institution Association or the Holding Company within the meaning of the Home Owners' Loan Act of 1933, as amended, the Federal Deposit Insurance Act, 1933 and the Rules and Regulations promulgated by the Office of Thrift Supervision ("OTS") (or its predecessor agency), as in effect on the date hereof (provided, that in applying the definition of change in control as set forth under the rules and regulations of the OTS, the Board shall substitute its judgment for that of the OTS); or (iii) without limitation such a Change in Control shall be deemed to have occurred at such time as (A) any "person" (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) 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 Association or the Holding Company representing 2025% or more of the InstitutionAssociation's or the Holding Company's outstanding voting securities or the right to acquire such securities except for any voting securities of the Institution Association purchased by the Holding Company in connection with the conversion of the Association to the stock form and any voting securities purchased by any employee benefit plan of the Association or the Holding Company or its SubsidiariesCompany, or (B) individuals who constitute the Board on the date 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 directors comprising the Incumbent Board, or whose nomination for election by the Holding Company's stockholders was approved by a the same Nominating Committee solely composed of members which are serving under an Incumbent Board membersBoard, shall be, for purposes of this clause (B), considered as though he were a member of the Incumbent Board, or (C) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Institution Association or the Holding Company or similar transaction occurs or is effectuated in which the Institution Association or Holding Company is not the resulting entity; , provided, however, that such an event listed above will be deemed to have occurred or to have been effectuated upon the receipt of all required federal regulatory approvals not including the lapse of any statutory waiting periods, or (D) a proxy statement has been distributed soliciting proxies from stockholders of the Holding Company, by someone other than the current management of the Holding Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Holding Company or Institution with one or more corporations as a result of which the outstanding shares of the class of securities then subject to such plan or transaction are exchanged for or converted into cash or property or securities not issued by the Institution or the Holding Company shall be distributed, or (E) a tender offer is made for 20% or more of the voting securities of the Institution or Holding Company then outstanding.

Change in Control. (a) For purposes of this Agreement, a "Change in Control" Control of the Holding Company or the Institution shall mean an event of a nature that: (i) would be required to be reported in response to Item 1(a) of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 0000 (xxx "Xxxxxxxx Xxx"); or (ii) results in a Change in Control of the Institution Holding Company or the Holding Company Institution within the meaning of the Home Owners' Loan Change in Bank Control Act of 1933, as amended, and the Rules and Regulations promulgated by the Federal Deposit Insurance ActCorporation ("FDIC") at 12 C.F.R. SS. 303.4(a), with respect to the Institution, and the Rules and Regulations promulgated by the Office of Thrift Supervision ("OTS") (or its predecessor agency), with respect to the Holding Company, as in effect on the date hereof (provided, that in applying the definition of change in control as set forth under the rules and regulations of the OTS, the Board shall substitute its judgment for that of the OTS)this Agreement; or (iii) without limitation such a Change in Control shall be deemed to have occurred at such time as (A) any "person" (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) 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 Holding Company representing 20% or more of the Institution's or the Holding Company's outstanding voting securities or right to acquire such securities except for any voting securities of the Institution purchased by the Holding Company and any voting securities purchased by any employee benefit plan of the Holding Company Company, the Institution or its Subsidiaries, or (B) individuals who constitute the Board on the date 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 directors comprising the Incumbent Board, or whose nomination for election by the Holding Company's stockholders was approved by a Nominating Committee solely composed of members which are Incumbent Board members, shall be, for purposes of this clause (B), considered as though he were a member of the Incumbent Board, or (C) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Institution or the Holding Company or similar transaction occurs or is effectuated in which the Institution or Holding Company is not the resulting entity; provided, however, that such an event listed above will be deemed to have occurred or to have been effectuated upon the receipt of all required federal regulatory approvals not including the lapse of any statutory waiting periods, or (D) a proxy statement has been distributed soliciting proxies from stockholders of the Holding Company, by someone other than the current management of the Holding Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Holding Company or Institution with one or more corporations as a result of which the outstanding shares of the class of securities then subject to such plan or transaction are exchanged for or converted into cash or property or securities not issued by the Institution or the Holding Company shall be distributed, or (E) a tender offer is made for 20% or more of the voting securities of the Institution or Holding Company then outstanding.

Change in Control. (a) For purposes of this Agreement, a "Change in Control" of the Bank or Holding Company or the Institution shall mean an event of a nature that: (i) would be required to be reported in response to Item 1(a) 1 of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 0000 1934, as amended (xxx the "Xxxxxxxx XxxExchange Act"); or (ii) results in a Change in Control or "Acquisition of Control" of the Institution Bank or the Holding Company within the meaning of the Home Owners' Loan Act of 1933, as amended, the Federal Deposit Insurance Act, Act and the Rules and Regulations promulgated by the Office of Thrift Supervision ("OTS") (or its predecessor agency), as in effect on the date hereof (provided, that in applying the definition of change in control as set forth under the rules and regulations of the OTS, the Board shall substitute its judgment for that of the OTS); or (iii) without limitation such a Change in Control shall be deemed to have occurred at such time as (A) any "person" (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) 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 Bank or the Holding Company representing 2025% or more of the InstitutionBank's or the Holding Company's outstanding voting securities or right to acquire such securities except for any voting securities of the Institution Bank purchased by the Holding Company and any voting securities purchased by any employee benefit plan of the Bank or the Holding Company or its SubsidiariesCompany, or (B) individuals who constitute the Board on the date 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 directors comprising the Incumbent Board, or whose nomination for election by the Holding Company's stockholders was approved by a the same Nominating Committee solely composed of members which are serving under an Incumbent Board membersBoard, shall be, for purposes of this clause (B), considered as though he were a member of the Incumbent Board, or (C) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Institution Bank or the Holding Company or similar transaction occurs or is effectuated in which the Institution Bank or Holding Company is not the resulting entity; provided, however, that such an event listed above will be deemed to have occurred or to have been effectuated upon the receipt of all required federal regulatory approvals not including the lapse of any statutory waiting periods, or (D) a proxy statement has been distributed soliciting proxies from stockholders of the Holding Company, by someone other than the current management of the Holding Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Holding Company or Institution with one or more corporations as a result of which the outstanding shares of the class of securities then subject to such plan or transaction are exchanged for or converted into cash or property or securities not issued by the Institution or the Holding Company shall be distributed, or (E) a tender offer is made for 20% or more of the voting securities of the Institution or Holding Company then outstanding.

Change in Control. (a) For purposes of this Agreement, a "Change in Control" of the Holding Company or the Institution Bank shall mean an event of a nature that: (i) would be required to be reported in response to Item 1(a) of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 0000 (xxx "Xxxxxxxx Xxx"); or (ii) results in a Change in Control of the Institution Bank or the Holding Company within the meaning of the Home Owners' Loan Act of 1933, as amended, the Federal Deposit Insurance Act, and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency), as in effect on the date hereof (provided, that in applying the definition of change in control as set forth under the rules and regulations of the OTS, the Board shall substitute its judgment for that of the OTS); or (iii) without limitation such a Change in Control shall be deemed to have occurred at such time as (A) any "person" (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) 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 Bank or the Holding Company representing 20% or more of the InstitutionBank's or the Holding Company's outstanding voting securities or right to acquire such securities except for any voting securities of the Institution Bank purchased by the Holding Company and any voting securities purchased by any employee benefit plan of the Holding Company or its Subsidiaries, or (B) individuals who constitute the Board on the date 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 directors comprising the Incumbent Board, or whose nomination for election by the Company's stockholders was approved by a Nominating Committee solely composed of members which are Incumbent Board members, shall be, for purposes of this clause (B), considered as though he were a member of the Incumbent Board, or (C) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Institution Bank or the Holding Company or similar transaction occurs or is effectuated in which the Institution Bank or Holding Company is not the resulting entity; provided, however, that such an event listed above will be deemed to have occurred or to have been effectuated upon the receipt of all required federal regulatory approvals not including the lapse of any statutory waiting periods, or (D) a proxy statement has been distributed soliciting proxies from stockholders of the Holding Company, by someone other than the current management of the Holding Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Holding Company or Institution Bank with one or more corporations as a result of which the outstanding shares of the class of securities then subject to such plan or transaction are exchanged for or converted into cash or property or securities not issued by the Institution Bank or the Holding Company shall be distributed, or (E) a tender offer is made for 20% or more of the voting securities of the Institution Bank or Holding Company then outstanding.

Change in Control. (a) For purposes of this Agreement, a The term "Change in Control" shall mean a change in control of the Holding Company Bank or the Institution shall mean an event Company of a nature that: (i) would be required to be reported in response to Item 1(a) of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 0000 (xxx "Xxxxxxxx Xxx"); or (ii) results in a Change in Control of the Institution Bank or the Holding Company within the meaning of the Home Owners' Loan Act of 1933, as amended, the Federal Deposit Insurance Act, 1933 and the Rules and Regulations promulgated by the Office of Thrift Supervision ("OTS") (or its predecessor agency), as in effect on the date hereof (provided, provided that in applying the definition of change in control or presumptive change in control or acting in concert or presumptive acting in concert as set forth under the rules Rules and regulations Regulations of the OTS, the Board shall substitute its judgment for that ownership by a person or group, including a presumptive group, of at least 15% of the OTSvoting stock of the Bank or the Company shall be required, and provided further that ownership of stock by a tax qualified employee benefit plan of the Bank or the Company shall not be subject to presumptions of control or acting in concert); or (iii) without limitation limitation, such a Change in Control shall be deemed to have occurred at such time as (Aa) any "person" (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of voting or securities of the Institution Bank or the Holding Company representing 20% or more of the Institutioncombined voting power of the Bank's or the Holding Company's outstanding voting securities or right to acquire such securities except for any voting securities of the Institution Bank purchased by the Holding Company in connection with the conversion of the Bank to the stock form and any voting securities purchased by any the Bank's employee benefit stock ownership plan of the Holding Company or its Subsidiaries, and trust; or (Bb) individuals who constitute the Board of Directors of the Company on the date 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 directors comprising the Incumbent Board, or whose nomination for election by the Company's stockholders was approved by a the Company's Nominating Committee solely composed of members which are serving under an Incumbent Board membersBoard, shall be, for purposes of this clause (Bb), considered as though he were a member of the Incumbent Board, ; or (Cc) a plan of reorganization, merger, consolidation, consolidation sale of all or substantially all the assets of the Institution Bank or the Holding Company or similar transaction occurs or is effectuated in which the Institution Bank or Holding the Company is not the resulting surviving entity; provided, however, that such an event listed above will be deemed to have occurred or to have been effectuated upon the receipt of all required federal regulatory approvals not including the lapse of any statutory waiting periods, or (D) a proxy statement has been distributed soliciting proxies from stockholders of the Holding Company, by someone other than the current management of the Holding Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Holding Company or Institution with one or more corporations as a result of which the outstanding shares of the class of securities then subject to such plan or transaction are exchanged for or converted into cash or property or securities not issued by the Institution or the Holding Company shall be distributed, or (E) a tender offer is made for 20% or more of the voting securities of the Institution or Holding Company then outstanding.

Change in Control. (a) For purposes of this Agreement, a "Change in Control" of the Bank or Holding Company or the Institution shall mean an event of a nature that: (i) would be required to be reported in response to Item 1(a) 1 of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 0000 1934, as amended (xxx the "Xxxxxxxx XxxExchange Act"); or (ii) results in a Change in Control of the Institution Bank or the Holding Company within the meaning of the Home Owners' Loan Act of 1933, as amended, the Federal Deposit Insurance Act, Act and the Rules and Regulations promulgated by the Office of Thrift Supervision ("OTS") (or its predecessor agency), as in effect on the date hereof (provided, that in applying the definition of change in control as set forth under the rules and regulations of the OTS, the Board shall substitute its judgment for that of the OTS); or (iii) without limitation such a Change in Control shall be deemed to have occurred at such time as (A) any "person" (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) 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 Bank or the Holding Company representing 2025% or more of the InstitutionBank's or the Holding Company's outstanding voting securities or right to acquire such securities except for any voting securities of the Institution Bank purchased by the Holding Company and any voting securities purchased by any employee benefit plan of the Bank or the Holding Company or its SubsidiariesCompany, or (B) individuals who constitute the Board on the date 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 directors comprising the Incumbent Board, or whose nomination for election by the Holding Company's stockholders was approved by a the same Nominating Committee solely composed of members which are serving under an Incumbent Board membersBoard, shall be, for purposes of this clause (B), considered as though he were a member of the Incumbent Board, or (C) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Institution Bank or the Holding Company or similar transaction occurs or is effectuated in which the Institution Bank or Holding Company is not the resulting entity; provided, however, that such an event listed above will be deemed to have occurred or to have been effectuated upon the receipt of all required federal regulatory approvals not including the lapse of any statutory waiting periods, or (D) a proxy statement has been distributed soliciting proxies from stockholders of the Holding Company, by someone other than the current management of the Holding Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Holding Company or Institution with one or more corporations as a result of which the outstanding shares of the class of securities then subject to such plan or transaction are exchanged for or converted into cash or property or securities not issued by the Institution or the Holding Company shall be distributed, or (E) a tender offer is made for 20% or more of the voting securities of the Institution or Holding Company then outstanding.

Change in Control. (a) For In the event of a change in control of the Company, this Option will become immediately exercisable. The term "change in control" for purposes of this Agreement, a "Change in Control" Section refers to the acquisition after the effective date of this Option Agreement of the Holding Company beneficial ownership of 50% or the Institution shall mean an event of a nature that: (i) would be required to be reported in response to Item 1(a) more of the current report on Form 8-K, outstanding voting securities of the Company by any person or by persons acting as in effect on a group within the date hereof, pursuant to meaning of Section 13 or 15(d13(d)(3) of the Securities Exchange Act of 0000 1934, as amended (xxx the "Xxxxxxxx XxxExchange Act"); ) (other than an acquisition by (i) a person or group meeting the requirements of clauses (i) and (ii) of Rule 13d- 1(b)(1) promulgated under the Exchange Act, or (ii) results in a Change in Control of the Institution or the Holding Company any employee pension benefit plan (within the meaning of the Home Owners' Loan Act Section 3(2) of 1933, as amended, the Federal Deposit Insurance Act, and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency), as in effect on the date hereof (provided, that in applying the definition of change in control as set forth under the rules and regulations of the OTS, the Board shall substitute its judgment for that of the OTS); or (iii) without limitation such a Change in Control shall be deemed to have occurred at such time as (A) any "person" (as the term is used in Sections 13(d) and 14(dERISA) of the Exchange Act) is Company or becomes the "beneficial owner" of its Subsidiaries (as defined outlined in Rule 13d-3 under Section 424(f) of the Exchange ActCode), directly or indirectly, of voting securities of the Institution or the Holding Company representing 20% or more of the Institution's or the Holding Company's outstanding voting securities or right including a trust established pursuant to acquire such securities except for any voting securities of the Institution purchased by the Holding Company and any voting securities purchased by any employee benefit plan of the Holding Company or its Subsidiaries, or (B) individuals who constitute the Board on the date 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 directors comprising the Incumbent Board, or whose nomination for election by the Company's stockholders was approved by a Nominating Committee solely composed of members which are Incumbent Board members, shall be, for purposes of this clause (Bplan), considered as though he were a member of the Incumbent Board, or (C) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Institution or the Holding Company or similar transaction occurs or is effectuated in which the Institution or Holding Company is not the resulting entity; provided, however, that such an event listed above no change in control will be deemed to have occurred or (i) if prior to have been effectuated upon the receipt of all required federal regulatory approvals not including the lapse of any statutory waiting periodsacquisition of, or (D) a proxy statement has been distributed soliciting proxies from stockholders of the Holding Companyoffer to acquire, by someone other than the current management of the Holding Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Holding Company or Institution with one or more corporations as a result of which the outstanding shares of the class of securities then subject to such plan or transaction are exchanged for or converted into cash or property or securities not issued by the Institution or the Holding Company shall be distributed, or (E) a tender offer is made for 2050% or more of the voting securities of the Institution Company, the full Board of Directors of the Company has adopted by not less than two-thirds vote a resolution specifically approving such acquisition or Holding Company then outstandingoffer or (ii) from (A) a transfer of the Company's voting securities by any person who beneficially owns more than 50% of the Company's outstanding voting securities on the effective date of this Option (an "Existing Holder") to (i) a member of the Existing Holder's immediate family (within the meaning of Rule 16a-1(e) of the Exchange Act) either during the Existing Holder's lifetime or by will or the laws of descent and distribution; (ii) any trust as to which an Existing Holder or a member (or members) of an Existing Holder's immediate family (within the meaning of Rule 16a-l(e) of the Exchange Act) is the beneficiary; (iii) any trust as to which an Existing Holder is the settlor with sole power to revoke; (iv) any entity over which an Existing Holder has the power, directly or indirectly, to direct or cause the direction of the management and policies of the entity, whether through the ownership of voting securities, by contract or otherwise; or (v) any charitable trust. foundation or corporation under Section 501(c)(3) of the Code that is funded by an Existing Holder, or any corporation or other entity all the voting securities of which are owned by such a charitable trust, foundation or corporation; or (B) the acquisition of voting securities of the Corporation by either (i) an Existing Holder or (ii) a person, trust or other entity described in the foregoing clauses (A)(i)-(v) of this clause (ii). The term "person" for purposes of this Section refers to an individual or a corporation. partnership. trust, association joint venture, pool, syndicate, sole proprietorship, unincorporated organization or any other form of entity not specifically listed herein.

Change in Control. (a) For purposes the occurrence of this Agreement, a "Change in Control" any of the Holding Company or following: any person (within the Institution shall mean an event meaning of a nature that: (i) would be required to be reported in response to Item 1(a) of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d3(a)(9) of the Securities Exchange Act of 0000 1934, as amended (xxx "Xxxxxxxx Xxx"the “Exchange Act”); ), other than CVC, OTPP, or any of their Affiliates or Qualified Transferees (ii) results as such terms are defined in a Change in Control of the Institution or the Holding Company Stockholders Agreement), including any group (within the meaning of the Home Owners' Loan Act of 1933, as amended, the Federal Deposit Insurance Act, and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency), as in effect on the date hereof (provided, that in applying the definition of change in control as set forth Rule 13d-5(b) under the rules and regulations of the OTS, the Board shall substitute its judgment for that of the OTS); or (iii) without limitation such a Change in Control shall be deemed to have occurred at such time as (A) any "person" (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes )), acquires “beneficial ownership” (within the "beneficial owner" (as defined in meaning of Rule 13d-3 under the Exchange Act), directly or indirectly, of voting securities of the Institution or the Holding Company representing 20more than 50% or more of the Institution's or the Holding Company's outstanding voting securities or right to acquire such securities except for combined Voting Power (as defined below) of Holding’s securities; within any voting securities 24-month period commencing after an initial public offering of the Institution purchased by Common Stock of Holding, the persons who were directors of Holding Company and any voting securities purchased by any employee benefit plan at the beginning of the Holding Company or its Subsidiaries, or (B) individuals who constitute the Board on the date hereof such period (the "“Incumbent Board"Directors”) shall cease for any reason to constitute at least a majority thereofof the Board or the board of directors of any successor to Holding, provided that any person becoming a director subsequent (i) elected to the date hereof whose election was approved by a vote of at least three-quarters of the directors comprising the Incumbent Board, or whose nomination nominated for election by the Company's stockholders was approved election, by a Nominating Committee solely composed majority of members which are the Incumbent Directors then still in office or (ii) designated to serve on the Board members, by CVC or OTPP pursuant to the Stockholder’s Agreement shall be, be deemed to be an Incumbent Director for purposes of this clause (B)definition of Change in Control; the stockholders of Holding, considered as though he were if at the time in question Holding is a member of the Incumbent Boardstock company, or (C) approve a plan of reorganization, merger, consolidation, share exchange, division, sale or other disposition of all or substantially all of the assets of Holding (a “Corporate Event”), and immediately following the Institution or the Holding Company or similar transaction occurs or is effectuated in consummation of which the Institution stockholders of Holding immediately prior to such Corporate Event do not hold, directly or indirectly, a majority of the Voting Power of (x) in the case of a merger or consolidation, the surviving or resulting corporation, (y) in the case of a share exchange, the acquiring corporation or (z) in the case of a division or a sale or other disposition of assets, each surviving, resulting or acquiring corporation which, immediately following the relevant Corporate Event, holds more than 50% of the consolidated assets of Holding Company is immediately prior to such Corporate Event; or any other event occurs which the Board declares to be a Change in Control. Notwithstanding the foregoing, a Change in Control shall not the resulting entity; provided, however, that such an event listed above will be deemed to have occurred or to have been effectuated upon the receipt of all required federal regulatory approvals not including the lapse of any statutory waiting periods, or (Da) a proxy statement has been distributed soliciting proxies from stockholders of the Holding Company, by someone other than the current management of the Holding Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Holding Company or Institution with one or more corporations merely as a result of which the outstanding shares an underwritten offering of the class equity securities of securities then subject to such plan or transaction are exchanged for or converted into cash or property or securities not issued by Holding where no Person (including any group (within the Institution or meaning of Rule 13d-5(b) under the Holding Company shall be distributed, or (EExchange Act)) a tender offer is made for 20acquires more than 50% or more of the voting securities of the Institution or Holding Company then outstandingbeneficial ownership interests in such securities.

Change in Control. (a) For purposes of this Agreement, a "Change in Control" of the Holding Company or the Institution Bank shall mean an event of a nature that: (i) would be required to be reported in response to Item 1(a) of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 0000 (xxx "Xxxxxxxx Xxx"); or (ii) results in a Change in Control of the Institution Bank or the Holding Company within the meaning of the Home Owners' Loan Change in Bank Control Act of 1933, as amended, and the Rules and Regulations promulgated by the Federal Deposit Insurance ActCorporation ("FDIC") at 12 C.F.R. ss. 303.4(a), with respect to the Bank, and the Rules and Regulations promulgated by the Office of Thrift Supervision ("OTS") (or its predecessor agency), with respect to the Holding Company, as in effect on the date hereof (provided, that in applying the definition of change in control as set forth under the rules and regulations of the OTS, the Board shall substitute its judgment for that of the OTS)this Agreement; or (iii) without limitation such a Change in Control shall be deemed to have occurred at such time as (A) any "person" (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) 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 Bank or the Holding Company representing 20% or more of the InstitutionBank's or the Holding Company's outstanding voting securities or right to acquire such securities except for any voting securities of the Institution Bank purchased by the Holding Company and any voting securities purchased by any employee benefit plan of the Holding Company or its Subsidiaries, or (B) individuals who constitute the Board on the date 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 directors comprising the Incumbent Board, or whose nomination for election by the Holding Company's stockholders was approved by a Nominating Committee solely composed of members which are Incumbent Board members, shall be, for purposes of this clause (B), considered as though he were a member of the Incumbent Board, or (C) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Institution Bank or the Holding Company or similar transaction occurs or is effectuated in which the Institution Bank or Holding Company is not the resulting entity; provided, however, that such an event listed above will be deemed to have occurred or to have been effectuated upon the receipt of all required federal regulatory approvals not including the lapse of any statutory waiting periods, or (D) a proxy statement has been distributed soliciting proxies from stockholders of the Holding Company, by someone other than the current management of the Holding Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Holding Company or Institution Bank with one or more corporations as a result of which the outstanding shares of the class of securities then subject to such plan or transaction are exchanged for or converted into cash or property or securities not issued by the Institution Bank or the Holding Company shall be distributed, or (E) a tender offer is made for 20% or more of the voting securities of the Institution Bank or Holding Company then outstanding.

Change in Control. In the event Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason under Section 5(e) and such termination occurs upon or within one year immediately following a “Change in Control” (aas defined below), Executive shall be entitled to the payments described in Section 5(e) above except that the aggregate amount payable under 5(e)(ii) shall be multiplied by two (i.e., Base Salary plus Severance Bonus Amount multiplied by two) and such amount, as well as the amount payable under 5(e)(iv), shall be paid in a lump sum in accordance with Section 5(h) of this Agreement. Notwithstanding the foregoing, payments pursuant to this Section 5(f) shall be reduced by the amount necessary, if any, to ensure that the aggregate compensation to be received by the Executive in connection with such “Change in Control” does not constitute a “parachute payment,” as such term is defined in 26 U.S.C. § 280G. For purposes of this Agreement, a "“Change in Control" of the Holding Company or the Institution ” shall mean an event of a nature thatbe deemed to have occurred if: (i) would be required to be reported any “person” as defined in response to Item 1(a) of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d3(a)(9) of the Securities Exchange Act of 0000 (xxx "Xxxxxxxx Xxx"); or (ii) results in a Change in Control of the Institution or the Holding Company within the meaning of the Home Owners' Loan Act of 19331934, as amended, amended (the Federal Deposit Insurance “Exchange Act”), and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency), as in effect on the date hereof (provided, that in applying the definition of change in control as set forth under the rules and regulations of the OTS, the Board shall substitute its judgment for that of the OTS); or (iii) without limitation such a Change in Control shall be deemed to have occurred at such time as (A) any "person" (as the term is used in Sections sections 13(d) and 14(d) thereof, including a “group” as defined in Section 13 (d) of the Exchange ActAct but excluding SGC and any subsidiary or affiliate and any employee benefit plan sponsored or maintained by SGC or any subsidiary or affiliate (including any trustee of such plan acting as trustee) is or any current shareholder of 20% or more of the outstanding common stock, directly or indirectly, becomes the "“beneficial owner" ” (as defined in Rule 13d-3 under the Exchange Act)) of securities of SGC representing at least 40% of the combined voting power of SGC’s then-outstanding securities; (ii) the stockholders of SGC approve a merger, directly consolidation, recapitalization, or indirectlyreorganization of SGC, or a reverse stock split of any class of voting securities of the Institution SGC, or the Holding Company representing 20consummation of any such transaction if stockholder approval is not obtained, other than any such transaction which would result in at least 60% or more of the Institution's or total voting power represented by the Holding Company's outstanding voting securities or right to acquire such securities except for any voting securities of SGC or the Institution purchased surviving entity outstanding immediately after such transaction being beneficially owned by persons who together beneficially owned at least 80% of the Holding Company and any combined voting power of the voting securities purchased of SGC outstanding immediately prior to such transaction; provided that, for purposes of this Section 5(f), such continuity of ownership (and preservation of relative voting power) shall be deemed to be satisfied if the failure to meet such 60% threshold is due solely to the acquisition of voting securities by any an employee benefit plan of SGC or such surviving entity or of any subsidiary of SGC or such surviving entity; (iii) the Holding stockholders of SGC or the Company, as applicable, approve a plan of complete liquidation of SGC or the Company, an agreement for the sale or disposition by SGC or the Company of all or substantially all of its Subsidiariesassets (or any transaction having a similar effect), or SGC sells all or substantially all of the stock of the Company to any person or entity other than an affiliate of SGC; or (iv) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board, together with 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 Subsection (i), (ii), or (Biii) individuals who constitute hereof) whose election by the Board on of Directors of SGC or nomination for election by SGC’s stockholders was approved by a vote of at least two-thirds (2/3) of the date hereof 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 (the "Incumbent Board") “Continuing Directors”), 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 directors comprising the Incumbent Board, or whose nomination for election by the Company's stockholders was approved by a Nominating Committee solely composed Board of members which are Incumbent Board members, shall be, for purposes Directors of this clause (B), considered as though he were a member of the Incumbent Board, or (C) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Institution or the Holding Company or similar transaction occurs or is effectuated in which the Institution or Holding Company is not the resulting entity; provided, however, that such an event listed above will be deemed to have occurred or to have been effectuated upon the receipt of all required federal regulatory approvals not including the lapse of any statutory waiting periods, or (D) a proxy statement has been distributed soliciting proxies from stockholders of the Holding Company, by someone other than the current management of the Holding Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Holding Company or Institution with one or more corporations as a result of which the outstanding shares of the class of securities then subject to such plan or transaction are exchanged for or converted into cash or property or securities not issued by the Institution or the Holding Company shall be distributed, or (E) a tender offer is made for 20% or more of the voting securities of the Institution or Holding Company then outstandingSGC.

Change in Control. (a) For purposes of this Agreement, a "Change in Control" of the Holding Association or Company or the Institution shall mean an event of a nature that: (i) would be required to be reported in response to Item 1(a) I of the current report Current Report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 0000 1000 (xxx "Xxxxxxxx Xxx"); or (ii) results in a Change in Control of the Institution Association or the Holding Company within the meaning of the Home Owners' Loan Act of 1933, as amended, the Federal Deposit Insurance Act, 1933 and / or the Rules and Regulations promulgated by the Office of Thrift Supervision ("OTS") (or its predecessor agency), as in effect on the date hereof (provided, that in applying the definition of change in control as set forth under the rules and regulations of the OTS, the Board shall substitute its judgment for that of the OTS); or (iii) without limitation such a Change in Control shall be deemed to have occurred at such time as (A) any "person" (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) 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 Association or the Holding Company representing 2025% or more of the InstitutionAssociation's or the Holding Company's outstanding voting securities or the right to acquire such securities except for any voting securities of the Institution Association purchased by the Holding Company in connection with the conversion of the Association to the stock form and any voting securities purchased by any tax qualified employee benefit plan of the Holding Company Association or its Subsidiariesthe Company, or (B) individuals who constitute the Board on the date 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 directors comprising the Incumbent Board, or whose nomination for election by the Company's stockholders was approved by a the same Nominating Committee solely composed of members which are serving under an Incumbent Board membersBoard, shall be, for purposes of this clause ("B)", considered as though he were a member of the Incumbent Board, or (C) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Institution Association or the Holding Company or similar transaction occurs or is effectuated in which the Institution Association or Holding the Company is not the resulting entity; , provided, however, that such an event listed above will be deemed to have occurred or to have been effectuated upon the receipt of all required federal regulatory and stockholder approvals not including the lapse of any statutory waiting periods, or (D) a proxy statement has been distributed soliciting proxies from stockholders of the Holding Company, by someone other than the current management of the Holding Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Holding Company or Institution with one or more corporations as a result of which the outstanding shares of the class of securities then subject to such plan or transaction are exchanged for or converted into cash or property or securities not issued by the Institution or the Holding Company shall be distributed, or (E) a tender offer is made for 20% or more of the voting securities of the Institution or Holding Company then outstanding.

Change in Control. (a) No benefit shall be payable under this Section 5 unless there shall have been a Change in Control of the Bank or Company, as set forth below. For purposes of this Agreement, a "Change in Control" of the Holding Bank or Company or the Institution shall mean an event of a nature that: (i) would be required to be reported in response to Item 1(a) of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 0000 1934 (xxx the "Xxxxxxxx Xxx"Exchange Act'); or (ii) results in a Change in Control of the Institution Bank or the Holding Company within the meaning of the Home Owners' Loan Bank Holding Company Act of 19331956, as amended, the Federal Deposit Insurance Act, and the Rules applicable rules and Regulations regulations promulgated by the Office of Thrift Supervision (or its predecessor agency), thereunder as in effect on at the date hereof (provided, that in applying the definition of change in control as set forth under the rules and regulations time of the OTSChange in Control (collectively, the Board shall substitute its judgment for that of the OTSBHCA"); or (iii) without limitation such a Change in Control shall be deemed to have occurred at such time as (Aa) any "personPerson" (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) 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 Bank or the Holding Company representing 2025% or more of the InstitutionBank's or the Holding Company's outstanding voting securities or right to acquire such securities except for any voting securities of the Institution Bank purchased by the Holding Company in connection with the conversion of the Bank to stock form and any voting securities purchased by any the Bank's employee benefit stock ownership plan of the Holding Company or its Subsidiaries, and trust; or (B) individuals who constitute the Board on the date 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 directors comprising the Incumbent Board, or whose nomination for election by the Company's stockholders was approved by a Nominating Committee solely composed of members which are Incumbent Board members, shall be, for purposes of this clause (B), considered as though he were a member of the Incumbent Board, or (Cb) a plan of reorganization, merger, consolidation, or sale of all or substantially all the assets of the Institution Bank or the Holding Company or similar transaction occurs or is effectuated in which the Institution or Holding Company is not the resulting entityshall be agreed to and consummated; provided, however, that such an event listed above will be deemed to have occurred or to have been effectuated upon the receipt of all required federal regulatory approvals not including the lapse of any statutory waiting periods, or (Dc) a proxy statement has been distributed soliciting proxies from stockholders of the Holding Company, by someone other than the current management of the Holding Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Holding Company or Institution Bank or similar transaction with one or more corporations as a result of which the outstanding shares of the class of securities then subject to such plan or transaction are exchanged for or converted into cash or property or securities not issued by the Institution Bank or the Holding Company shall be distributeddistributed and irrevocable proxies representing more than 25% of the voting common stock of the Company or the Bank, approving such plan of reorganization, merger or consolidation of the Company or Bank are received and voted in favor of such transactions; or (Ed) a tender offer is made for 2025% or more of the voting outstanding securities of the Institution Bank or Holding Company then outstandingand shareholders owning beneficially or of record 25% or more of the outstanding securities of the Bank or Company have tendered or offered to sell their shares pursuant to such tender offer and such tendered shares have been acquired by the tender offeror.

Change in Control. (a) For purposes of this Agreement, a "“Change in Control" ” of the Bank or Holding Company or the Institution shall mean an event of a nature that: (i) would be required to be reported in response to Item 1(a) 5.01 of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 0000 1934, as amended (xxx "Xxxxxxxx Xxx"the “Exchange Act”); or (ii) results in a Change in Control of the Institution Bank or the Holding Company within the meaning of the Home Owners' ’ Loan Act of 1933, as amended, the Federal Deposit Insurance Act, and Act or the Rules and Regulations promulgated by the Office of Thrift Supervision (the Comptroller of the Currency or its predecessor agencyagency (collectively, the “OCC” or the “Comptroller”), as in effect on the date hereof (provided, that in applying the definition of change in control as set forth under the rules and regulations of the OTSOCC, the Board shall substitute its judgment for that of the OTSOCC); or (iii) without limitation such a Change in Control shall be deemed to have occurred at such time as (A) any "“person" ” (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) 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 Bank or the Holding Company representing 2025% or more of the Institution's Bank’s or the Holding Company's ’s outstanding voting securities or right to acquire such securities except for any voting securities of the Institution Bank purchased by the Holding Company and any voting securities purchased by any employee benefit plan of the Bank or the Holding Company or its SubsidiariesCompany, or (B) individuals who constitute the Board on the date 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 directors comprising the Incumbent Board, or whose nomination for election by the Holding Company's ’s stockholders was approved by a the same Nominating Committee solely composed of members which are serving under an Incumbent Board membersBoard, shall be, for purposes of this clause (B), considered as though he were a member of the Incumbent Board, or (C) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Institution Bank or the Holding Company or similar transaction occurs or is effectuated in which the Institution Bank or Holding Company is not the resulting entity; provided, however, that such an event listed above will be deemed to have occurred or to have been effectuated upon the receipt of all required federal regulatory approvals not including the lapse of any statutory waiting periods, or (D) a proxy statement has been distributed soliciting proxies from stockholders of the Holding Company, by someone other than the current management of the Holding Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Holding Company or Institution with one or more corporations as a result of which the outstanding shares of the class of securities then subject to such plan or transaction are exchanged for or converted into cash or property or securities not issued by the Institution or the Holding Company shall be distributed, or (E) a tender offer is made for 20% or more of the voting securities of the Institution or Holding Company then outstanding.

Change in Control. (a) No benefit shall be payable under this Section 5 unless there shall have occurred a Change in Control of the Bank, as set forth below. For purposes of this Agreement, a "Change in Control" of the Holding Company or the Institution Bank shall mean an event of a nature that: (i) it would be required to be reported in response to Item 1(al(a) of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 0000 (xxx "Xxxxxxxx Xxx"); or (ii) it results in a Change in Control of the Institution or the Holding Company Bank within the meaning of the Home Owners' Loan Act of 1933, as amended, the Federal Deposit Insurance Act, 1933 and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency"OTS"), as in effect on the date hereof (provided, provided that in applying the definition of change in control as set forth under in the rules and regulations of the OTS, the Board shall substitute its judgment for that of the OTS); or (iii) without limitation limitation, such a Change in Control shall be deemed to have occurred at such time as (A) any "person" (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) 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 Holding Company Bank representing 20% or more of the Institution's or the Holding CompanyBank's outstanding voting securities or right to acquire such securities except for any voting securities of the Institution purchased by the Holding Company Bank's employee stock ownership plan and any voting securities purchased by any employee benefit plan of the Holding Company or its Subsidiaries, trust; or (B) individuals who constitute the Board on the date 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 directors comprising the Incumbent Board, or whose nomination for election by the CompanyBank's stockholders was approved by a the same Nominating Committee solely composed of members which are serving under an Incumbent Board membersBoard, shall be, for purposes of this clause (B), considered as though he were a member of the Incumbent Board, ; or (C) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Institution or the Holding Company Bank or similar transaction occurs or is effectuated in which the Institution or Holding Company Bank is not the resulting entity; providedentity occurs. Notwithstanding the foregoing, however, that such an event listed above will be deemed to have occurred or to have been effectuated upon the receipt a "Change of all required federal regulatory approvals not including the lapse of Control" shall apply if any statutory waiting periods, or (D) a proxy statement has been distributed soliciting proxies from stockholders of the Holding events listed in Sections (A) through (C) occur with respect to the Company, by someone other than the current management of the Holding Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Holding Company or Institution with one or more corporations as a result of which the outstanding shares of the class of securities then subject to such plan or transaction are exchanged for or converted into cash or property or securities not issued by the Institution or the Holding Company shall be distributed, or (E) a tender offer is made for 20% or more of the voting securities of the Institution or Holding Company then outstanding.

Change in Control. (a) No benefit shall be payable under this Section 5 unless there shall have been a Change in Control of the Bank or Company, as set forth below. For purposes of this Agreement, a "Change in Control" of the Holding Bank or Company or the Institution shall mean an event of a nature that: (i) would be required to be reported in response to Item 1(a) of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 0000 1934 (xxx the "Xxxxxxxx Xxx"Exchange Act'); or (ii) results in a Change in Control of the Institution Bank or the Holding Company within the meaning of the Home Owners' Loan Act of 1933, as amended, the Federal Deposit Insurance Act, 1933 and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency), as in effect on the date hereof (provided, that in applying the definition of change in control as set forth under the rules and regulations of the OTS, the Board shall substitute its judgment for that of the OTS)hereof; or (iii) without limitation such a Change in Control shall be deemed to have occurred at such time as (Aa) any "person" Person' (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) 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 Bank or the Holding Company representing 2025% or more of the InstitutionBank's or the Holding Company's outstanding voting securities or right to acquire such securities except for any voting securities of the Institution Bank purchased by the Holding Company in connection with the conversion of the Bank to the stock form and any voting securities purchased by any the Bank's employee benefit stock ownership plan of the Holding Company or its Subsidiaries, and trust; or (Bb) individuals who constitute the Board on the date hereof (the "Incumbent Board") cease for any reason to constitute at least a majority thereof, provided, however, that this sub-section (b) shall not apply if the Incumbent Board is replaced by the appointment by a Federal banking agency of a conservator or receiver for the Bank and, provided further that any person becoming a director subsequent to the date hereof whose election was approved by a vote of at least threetwo-quarters thirds of the directors comprising the Incumbent Board, Board or whose nomination for election by the Company's stockholders was approved by a the same Nominating Committee solely composed of members which are serving under an Incumbent Board membersBoard, shall be, for purposes of this clause (Bb), considered as though he were a member of the Incumbent Board, ; or (Cc) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Institution Bank or the Holding Company or similar transaction occurs or is effectuated in which the Institution or Holding Company is not the resulting entityCompany; provided, however, that such an event listed above will be deemed to have occurred or to have been effectuated upon the receipt of all required federal regulatory approvals not including the lapse of any statutory waiting periods, or (Dd) a proxy statement has been distributed soliciting proxies from stockholders of the Holding Company, by someone other than the current management of the Holding Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Holding Company or Institution Bank or similar transaction with one or more corporations as a result of which the outstanding shares of the class of securities then subject to such plan or transaction are exchanged for or converted into cash or property or securities not issued by the Institution Bank or the Holding Company shall be distributeddistributed and the requisite number of proxies approving such plan of reorganization, merger or consolidation of the Company or Bank are received and voted in favor of such transactions; or (Ee) a tender offer is made for 2025% or more of the voting outstanding securities of the Institution Bank or Holding Company then outstandingand shareholders owning beneficially or of record 25% or more of the outstanding securities of the Bank or Company have tendered or offered to sell their shares pursuant to such tender offer and such tendered shares have been accepted by the tender offeror.

Change in Control. (a) For purposes of this Agreement, a "Change in Control" of the Bank or Holding Company or the Institution shall mean an event of a nature that: (i) would be required to be reported in response to Item 1(a) of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 0000 (xxx "Xxxxxxxx Xxx"); or (ii) results in a Change in Control of the Institution Bank or the Holding Company within the meaning of the Home Owners' Loan Act of 1933, as amended, the Federal Deposit Insurance Act, amended and the Rules and Regulations promulgated by the Office of Thrift Supervision ("OTS") (or its predecessor agency), as in effect on the date hereof (provided, that in applying the definition of change in control as set forth under the rules and regulations of the OTS, the Board shall substitute its judgment for that of the OTS)hereof; or (iiiii) without limitation such a Change in Control shall be deemed to have occurred at such time as (A) any "person" (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) 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 Bank or the Holding Company representing 2025% or more of the InstitutionBank's or the Holding Company's outstanding voting securities or right to acquire such securities except for any voting securities of the Institution Bank purchased by the Holding Company and any voting securities purchased by any employee benefit plan of the Holding Company or its Subsidiaries, or (B) individuals who constitute the Board on the date 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 fourths (3/4) of the directors comprising the Incumbent Board, or whose nomination for election by the Holding Company's stockholders was approved by a Nominating Committee solely composed of members which are Incumbent Board members, shall be, for purposes of this clause (B), considered as though he were a member of the Incumbent Board, or (C) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Institution Bank or the Holding Company or similar transaction occurs or is effectuated consummated in which the Institution Bank or Holding Company is not the resulting entity; provided, however, that such an event listed above will be deemed to have occurred or to have been effectuated upon the receipt of all required federal regulatory approvals not including the lapse of any statutory waiting periods, or (D) a proxy statement has been distributed soliciting proxies from stockholders of the Holding Company, by someone other than the current management of the Holding Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Holding Company or Institution with one or more corporations as a result of which the outstanding shares of the class of securities then subject to such plan or transaction are exchanged for or converted into cash or property or securities not issued by the Institution or the Holding Company shall be distributed, or (E) a tender offer is made for 20% or more of the voting securities of the Institution or Holding Company then outstanding.

Change in Control. (a) For purposes of this Agreement, a "Change in Control" of the Bank or Holding Company or the Institution shall mean an event of a nature that: (i) would be required to be reported in response to Item 1(aI(a) of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section Sections 13 or 15(d) of the Securities Exchange Act of 0000 1934, as amended (xxx the "Xxxxxxxx XxxExchange Act"); or (ii) results in a Change in Control of the Institution Bank or the Holding Company within the meaning of the Home Owners' Loan Act of 1933, as amended, the Federal Deposit Insurance Act, Act and the Rules and Regulations promulgated by the Office of Thrift Supervision OTS (or its predecessor agency), as in effect on the date hereof (provided, that in applying the definition of change in control as set forth under the rules and regulations of the OTS, the Board of Directors shall substitute its judgment for that of the OTS); or (iii) without limitation such a Change in Control shall be deemed to have occurred at such time as (A) any "person" (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) 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 Bank or the Holding Company representing 20% or more of the InstitutionBank's or the Holding Company's outstanding voting securities or right to acquire such securities except for any voting securities of the Institution Bank purchased by the Holding Company and any voting securities purchased by any employee benefit plan of the Bank or the Holding Company or its SubsidiariesCompany, or (B) individuals who constitute the Board of Directors on the date 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 directors comprising the Incumbent Board, or whose nomination for election by the Holding Company's stockholders was approved by a Nominating Committee solely composed comprised of members which who are Incumbent Board members, shall be, for purposes of this clause (B), considered as though he were a member of the Incumbent Board, or (C) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Institution Bank or the Holding Company or similar transaction occurs or is effectuated in which the Institution Bank or Holding Company is not the resulting entity; provided, however, that such an event listed above will be deemed to have occurred or to have been effectuated upon the receipt of all required federal regulatory approvals not including the lapse of any statutory waiting periods, or (D) a proxy statement has been shall be distributed soliciting proxies from stockholders of the Holding Company, by someone other than the current management of the Holding Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Holding Company or Institution Bank with one or more corporations as a result of which the outstanding shares of the class of securities then subject to such plan or transaction are exchanged for or converted into cash or property or securities not issued by the Institution Rank or the Holding Company shall be distributed, ; or (E) a tender offer is made and accepted for 20% or more of the voting securities of the Institution Bank or Holding Company then outstanding. The change in composition of the Board of Directors occasioned by a conservatorship or receivership, or by directive of the OTS (or its successor), should not be construed as a Change in Control for the purposes of triggering the obligations to render compensation under this Agreement.

Change in Control. (a) For purposes of this Agreement, a "Change in Control" of the Bank or Holding Company or the Institution shall mean an event of a nature that: (iA) would be required to be reported in response to Item 1(a) 1 of the current report Current Report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 0000 1934 (xxx the "Xxxxxxxx XxxExchange Act"); or (iiB) results in a Change in Control of the Institution Bank or the Holding Company within the meaning of the Home Owners' Loan Act of 1933, as amended, the Federal Deposit Insurance Act, and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor successor agency), as in effect on the date hereof (provided, provided that in applying the definition of a change in control as set forth under the rules and regulations of the OTS, the Board shall substitute its judgment for that of the OTS); or (iiiC) without limitation such a Change in Control shall be deemed to have occurred at such time as (Aa) any "person" (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) 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 Bank or the Holding Company representing 20% or more of the InstitutionBank's or the Holding Company's outstanding voting securities or the right to acquire such securities except for any voting securities of the Institution Bank purchased by the Holding Company and any voting securities purchased by any of the Bank's or the Holding Company's employee benefit plan of the Holding Company or its Subsidiaries, plans; or (Bb) individuals who constitute the Board of the Bank or the Holding Company on the date hereof of the Conversion (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 of the Conversion or Reorganization whose election was approved by a vote of at least three-quarters of the directors comprising the Incumbent Board, or whose nomination for election by the Bank's or the Holding Company's stockholders was approved by a the same Nominating Committee solely composed of members which are serving under an Incumbent Board membersBoard, shall be, for purposes of this clause (Bb), considered as though he were a member of the Incumbent Board, ; or (Cc) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Institution Bank or the Holding Company or similar transaction occurs or is effectuated in which the Institution Bank or the Holding Company is not the resulting entity; provided, provided however, that such an event listed above will be deemed to have occurred or to have been effectuated upon the receipt of all required federal regulatory approvals not including the lapse of any statutory waiting periods, or (D) a proxy statement has been distributed soliciting proxies from stockholders of the Holding Company, by someone other than the current management of the Holding Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Holding Company or Institution with one or more corporations as a result of which the outstanding shares of the class of securities then subject to such plan or transaction are exchanged for or converted into cash or property or securities not issued by the Institution or the Holding Company shall be distributed, or (E) a tender offer is made for 20% or more of the voting securities of the Institution or Holding Company then outstanding.

Change in Control. (a) For purposes of this Agreement, a The term "Change in Control" shall mean a change in control of the Holding Company Bank or the Institution shall mean an event Company of a nature that: (i) would be required to be reported in response to Item item 1(a) of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 0000 (xxx "Xxxxxxxx Xxx"); or (ii) results in a Change in Control of the Institution Bank or the Holding Company within the meaning of the Home Owners' Loan Act of 1933, as amended, the Federal Deposit Insurance Act, 1933 and the Rules and Regulations promulgated by the Office of Thrift Supervision ("OTS") (or its predecessor agency), as in effect on the date hereof (provided, provided that in applying the definition of change in control or presumptive change in control or acting in concert or presumptive acting in concert as set forth under the rules Rules and regulations Regulations of the OTS, the Board shall substitute its judgment for that ownership by a person or group, including a presumptive group, of at least 15% of the OTSvoting stock of the Bank or the Company shall be required, and provided further that ownership of stock by a tax qualified employee benefit plan of the Bank or the Company shall not be subject to presumptions of control or acting in concert); or (iii) without limitation limitation, such a Change in Control shall be deemed to have occurred at such time as (Aa) any "person" (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) 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 Bank or the Holding Company representing 20% or more of the Institutioncombined voting power of the Bank's or the Holding Company's outstanding voting securities or right to acquire such securities except for any voting securities of the Institution Bank purchased by the Holding Company in connection with the conversion of the Bank to the stock form and any voting securities purchased by any the Bank's employee benefit stock ownership plan of the Holding Company or its Subsidiaries, and trust; or (Bb) individuals who constitute the Board of Directors of the Company on the date 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 directors comprising the Incumbent Board, or whose nomination for election by the Company's stockholders was approved by a the Company's Nominating Committee solely composed of members which are serving under an Incumbent Board membersBoard, shall be, for purposes of this clause (Bb), considered as though he were a member of the Incumbent Board, ; or (Cc) a plan of reorganization, merger, consolidation, consolidation sale of all or substantially all the assets of the Institution Bank or the Holding Company or similar transaction occurs or is effectuated in which the Institution Bank or Holding the Company is not the resulting surviving entity; provided, however, that such an event listed above will be deemed to have occurred or to have been effectuated upon the receipt of all required federal regulatory approvals not including the lapse of any statutory waiting periods, or (D) a proxy statement has been distributed soliciting proxies from stockholders of the Holding Company, by someone other than the current management of the Holding Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Holding Company or Institution with one or more corporations as a result of which the outstanding shares of the class of securities then subject to such plan or transaction are exchanged for or converted into cash or property or securities not issued by the Institution or the Holding Company shall be distributed, or (E) a tender offer is made for 20% or more of the voting securities of the Institution or Holding Company then outstanding.

Change in Control. (a) For purposes of this Agreement, a "Change in Control" of the Holding Company or the Institution shall mean an event of a nature that: ; (i) would be required to be reported in response to Item 1(a) of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 0000 (xxx "Xxxxxxxx Xxx"); or (ii) results in a Change in Control of the Institution or the Holding Company within the meaning of the Home Owners' Loan Act of 1933, as amended, the Federal Deposit Insurance Act, and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency) ("OTS"), as in effect on the date hereof (provided, that in applying the definition of change in control as set forth under the rules and regulations of the OTS, the Board shall substitute its judgment for that of the OTS); or (iii) without limitation such a Change in Control shall be deemed to have occurred at such time as (A) any "person" (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) 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 Holding Company representing 20% or more of the Institution's or the Holding Company's outstanding voting securities or right to acquire such securities except for any voting securities of the Institution purchased by the Holding Company and any voting securities purchased by any employee benefit plan of the Holding Company or its Subsidiaries, ; or (B) individuals who constitute the Board board of directors on the date 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 directors comprising the Incumbent Board (or members who were nominated by the Incumbent Board), or whose nomination for election by the Company's stockholders was approved by a Nominating Committee solely composed of members which are Incumbent Board membersmembers (or members who were nominated by the Incumbent Board), shall be, for purposes of this clause (B), considered as though he were a member of the Incumbent Board, ; or (C) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Institution or the Holding Company or similar transaction occurs or is effectuated in which the Institution or Holding Company is not the resulting entity; provided, however, that such an event listed above will be deemed to have occurred or to have been effectuated upon the receipt of all required federal regulatory approvals not including the lapse of any statutory waiting periods, ; or (D) a proxy statement has been distributed soliciting proxies from stockholders of the Holding Company, by someone other than the current management of the Holding Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Holding Company or Institution with one or more corporations as a result of which the outstanding shares of the class of securities then subject to such plan or transaction are exchanged for or converted into cash or property or securities not issued by the Institution or the Holding Company shall be distributed, ; or (E) a tender offer is made by a person other than the Holding Company for 20% or more of the voting securities of the Institution or Holding Company then outstanding.

Change in Control. (a) For purposes of Notwithstanding any provision herein to the contrary, if the Employee's employment under this AgreementAgreement is terminated by the Bank, without the Employee's prior written consent and for a "Change reason other than for Just Cause, death or disability in Control" connection with or twelve (12) months after any change in control of the Holding Company Bank or HopFed Bancorp, Inc. (the Institution "Company") which has not been approved in advance by a two-thirds vote of the full Board of Directors of each of the Bank and the Company, the Employee shall mean be paid an event of a nature that: amount equal to the difference between (i) would be required to be reported the product of 2.99 times his "base amount" as defined in response to Item 1(aSection 280G(b)(3) of the current report on Form 8-KInternal Revenue Code of 1986, as amended (the "Code") and regulations promulgated thereunder, and (ii) the sum of any other "parachute payments" (as defined under Section 280G(b)(2) of the Code) that the Employee receives on account of the change in effect on control. Said sum shall be paid in one lump sum within ten (10) days of such termination. The term "change in control" shall mean (1) a change in the date hereofownership, pursuant holding or power to vote more than 25% of the Bank's or Company's voting stock, (2) a change in the ownership or possession of the ability to control the election of a majority of the Bank's or Company's directors, or (3) a change in the ownership or possession of the ability to exercise a controlling influence over the management or policies of the Bank or the Company by any person or by persons acting as a "group" (within the meaning of Section 13 or 15(d13(d) of the Securities and Exchange Act of 0000 1934) (xxx "Xxxxxxxx Xxx"except that, in the case of (1); , (2) and (3) hereof, ownership or (ii) results in a Change in Control control of the Institution Bank or the Holding Company within the meaning of the Home Owners' Loan Act of 1933, as amended, the Federal Deposit Insurance Act, and the Rules and Regulations promulgated its directors by the Office of Thrift Supervision (or its predecessor agency), as in effect on the date hereof (provided, that in applying the definition of Company itself shall not constitute a change in control as set forth under the rules and regulations of the OTS, the Board shall substitute its judgment for that of the OTS); or (iii) without limitation such a Change in Control shall be deemed to have occurred at such time as (A) any control. The term "person" (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) 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 Holding Company representing 20% or more of the Institution's or the Holding Company's outstanding voting securities or right to acquire such securities except for any voting securities of the Institution purchased by the Holding Company and any voting securities purchased by any employee benefit plan of the Holding Company or its Subsidiaries, or (B) individuals who constitute the Board on the date 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 directors comprising the Incumbent Board, or whose nomination for election by the Company's stockholders was approved by a Nominating Committee solely composed of members which are Incumbent Board members, shall be, for purposes of this clause (B), considered as though he were a member of the Incumbent Board, or (C) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Institution or the Holding Company or similar transaction occurs or is effectuated in which the Institution or Holding Company is not the resulting entity; provided, however, that such an event listed above will be deemed to have occurred or to have been effectuated upon the receipt of all required federal regulatory approvals not including the lapse of any statutory waiting periods, or (D) a proxy statement has been distributed soliciting proxies from stockholders of the Holding Company, by someone other than the current management of the Holding Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Holding Company or Institution with one or more corporations as a result of which the outstanding shares of the class of securities then subject to such plan or transaction are exchanged for or converted into cash or property or securities not issued by the Institution or the Holding Company shall be distributed, or (E) a tender offer is made for 20% or more of the voting securities of the Institution or Holding Company then outstanding.means

Change in Control. (a) For purposes of this Agreement, a A "Change in Control" of the Holding Company or the Institution shall mean an event of a nature that: (i) would be required deemed to be reported in response to Item 1(a) of the current report on Form 8-Khave occurred if and when, as in effect on after the date hereof, pursuant to (i) any "person" (as that term is used in Section 13 or 15(d13(d) and 14(d) of the Securities Exchange Act of 0000 1934, as amended (xxx the "Xxxxxxxx XxxExchange Act") on the date hereof), including any "group" as such term is used in Section 13(d)(3) of the Exchange Act on the date hereof, shall acquire (or 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 group possessing more than 50% of the total voting power of the Company's outstanding voting securities ordinarily having the right to vote for the election of directors of the Company; or (ii) results as the result of, or in a Change in Control connection with, any tender or exchange offer, merger or other business combination, or contested election, or any combination of the Institution or foregoing transactions (a "Transaction"), the Holding Company within the meaning owners of the Home Owners' Loan Act of 1933, as amended, the Federal Deposit Insurance Act, and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency), as in effect on the date hereof (provided, that in applying the definition of change in control as set forth under the rules and regulations voting shares of the OTS, the Board shall substitute its judgment for that Company outstanding immediately prior to such Transaction own less than a majority of the OTS)voting shares of the Company after the Transaction; or (iii) without limitation such a Change in Control shall be deemed to have occurred at such time as (A) during any "person" (as period of two consecutive years during the term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act)this Agreement, directly or indirectly, of voting securities of the Institution or the Holding Company representing 20% or more of the Institution's or the Holding Company's outstanding voting securities or right to acquire such securities except for any voting securities of the Institution purchased by the Holding Company and any voting securities purchased by any employee benefit plan of the Holding Company or its Subsidiaries, or (B) individuals who at the beginning of such period constitute the Board on of Directors of the date hereof 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 a majority one-half thereof, provided that any person becoming unless the election of each director who was not a director subsequent to at the date hereof whose election was beginning of such period has been approved in advance by a vote directors of the Company representing at least threeone-quarters half of the directors comprising then in office who were directors at the Incumbent Boardbeginning of the period; or (iv) the sale, exchange, transfer, or whose nomination for election by the Company's stockholders was approved by a Nominating Committee solely composed of members which are Incumbent Board members, shall be, for purposes of this clause (B), considered as though he were a member of the Incumbent Board, or (C) a plan of reorganization, merger, consolidation, sale other disposition of all or substantially all of the assets of the Institution or Company (a "Sale Transaction"). Notwithstanding the Holding Company or similar transaction occurs or is effectuated foregoing, a "Change in which the Institution or Holding Company is Control" shall not the resulting entity; provided, however, that such an event listed above will be deemed to have occurred for purposes of this Agreement (a) if the Executive, alone or to have been effectuated upon the receipt of all required federal regulatory approvals not including the lapse as part of any statutory waiting periods, or (D"group" as such term is used in Section 13(d)(3) a proxy statement has been distributed soliciting proxies from stockholders of the Holding CompanyExchange Act on the date hereof, by someone other than shall acquire (or disclose the current management previous acquisition thereof) beneficial ownership (as that term is defined in Section 13(d) on the Exchange Act and the rules thereunder on the date hereof) of the Holding Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Holding Company or Institution with one or more corporations as a result of which the outstanding shares of the outstanding stock of any class or classes of the Company that results in the Executive or the Executive as part of any "group" possessing more than 50% of the total voting power of the Company's outstanding voting securities then subject 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 plan 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 are exchanged for otherwise commonly referred to as a "management leveraged buyout"; or converted into cash or property or securities not issued (d) in an acquisition of stock of the Company by employee benefit plans sponsored by the Institution or the Holding Company shall be distributed, or (E) a tender offer is made for 20% or more of the voting securities of the Institution or Holding Company then outstandingCompany.

Change in Control. (a) In the event of a change in control of the Company, as set forth below, the Executive may at any time and in his complete discretion during a 24-month period following a change in control, elect to terminate his employment with the Company. For purposes of this Agreement, a "Change “change in Control" control” shall mean a change in ownership of the Holding Company or the Institution shall mean an event of a nature that: (i) that would be required to be reported in response to Item 1(a) of the current report a Current Report on Form 8-KK pursuant to the Securities and Exchange Act of 1934 (“Exchange Act”), as in effect on the date hereof, pursuant to Section 13 except that any merger, consolidation or 15(d) corporate reorganization in which the owners of the Securities Exchange Act capital stock entitled to vote in the election of 0000 (xxx "Xxxxxxxx Xxx"); or (ii) results in a Change in Control directors of the Institution Employer or the Holding Company within the meaning (“Voting Stock”) prior to said combination, own 75% or more of the Home Owners' Loan Act of 1933, as amended, the Federal Deposit Insurance Act, and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency), as in effect on the date hereof (provided, that in applying the definition of resulting entity’s Voting Stock shall not be considered a change in control as set forth under for the rules and regulations purposes of the OTSthis Agreement; provided that, the Board shall substitute its judgment for that of the OTS); or (iii) without limitation limitation, such a Change change in Control control shall be deemed to have occurred at such time as if (Ai) any "“person" ” (as the that term is used in Sections 13(d) and 14(d14(d)(2) of the Exchange Act) ), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company is or becomes the "beneficial owner" owners (as defined that is used in Rule 13d-3 under Section 13(d) of the Exchange Act), directly or indirectly, of voting securities of the Institution or the Holding Company representing 2030% or more of the Institution's or the Holding Company's outstanding voting securities or right to acquire such securities except for any voting securities Voting Stock of the Institution purchased by the Holding Company and any voting securities purchased by any employee benefit plan of the Holding Company or its Subsidiaries, successor; or (Bii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board on of Directors of the date hereof Company (the "“Incumbent Board"”) cease for any reason to constitute at least a majority thereof; provided, provided however, that any person becoming a director subsequent to of the date hereof Company after the beginning of the period whose election was approved by a vote of at least three-quarters of the directors comprising the Incumbent Board, or whose nomination for election by the Company's stockholders was approved by a Nominating Committee solely composed of members which are Incumbent Board members, shall beshall, for the purposes of this clause (B)hereof, be considered as though he were a member of the Incumbent Board, ; or (Ciii) a plan of reorganization, merger, consolidation, there shall occur the sale of all or substantially all of the assets of the Institution or Company. Notwithstanding anything in the Holding foregoing to the contrary, no change in control of the Company or similar transaction occurs or is effectuated in which the Institution or Holding Company is not the resulting entity; provided, however, that such an event listed above will shall be deemed to have occurred or to have been effectuated upon the receipt for purposes of all required federal regulatory approvals not including the lapse this Agreement by virtue of any statutory waiting periodstransaction which results in the Executive, or (D) a proxy statement has been distributed soliciting proxies from stockholders group of persons which includes the Executive acquiring, directly or indirectly, more than 30 percent of the Holding Company, by someone other than the current management combined voting power of the Holding Company, seeking stockholder approval of a plan of reorganization, merger or consolidation ’s outstanding securities. If any of the Holding Company or Institution with one or more corporations as events constituting a result of which change in control shall have occurred during the outstanding shares of term hereof, the class of securities then subject Executive shall be entitled to such plan or transaction are exchanged for or converted into cash or property or securities not issued the privilege provided in subparagraph (f) herein to terminate his employment. Any termination by the Institution or Executive pursuant to this Section shall be communicated by a written “Notice of Termination.” If, following a change in control, the Holding Executive shall for any reason voluntarily terminate his employment during the 24-month period following a change in control, then the Company shall be distributedpay base salary up to the date of termination and a prorated annual incentive award based on the calculated bonus for the year in which termination occurred, or as defined in Section 3(b), in a lump sum on the thirtieth (E30th) a tender offer is made for 20% or more day following the Date of the voting securities of the Institution or Holding Company then outstandingTermination.

Change in Control. (a) For purposes the occurrence of this Agreement, a "Change in Control" any of the Holding Company or following: any person (within the Institution shall mean an event meaning of a nature that: (i) would be required to be reported in response to Item 1(a) of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d3(a)(9) of the Securities Exchange Act of 0000 1934, as amended (xxx the "Xxxxxxxx XxxExchange Act"); ), other than CVC, OTPP, or any of their Affiliates or Qualified Transferees (ii) results as such terms are defined in a Change in Control of the Institution or the Holding Company Stockholders Agreement), including any group (within the meaning of the Home Owners' Loan Act of 1933, as amended, the Federal Deposit Insurance Act, and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency), as in effect on the date hereof (provided, that in applying the definition of change in control as set forth Rule 13d-5(b) under the rules and regulations of the OTS, the Board shall substitute its judgment for that of the OTS); or (iii) without limitation such a Change in Control shall be deemed to have occurred at such time as (A) any "person" (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the )), acquires "beneficial ownerownership" (as defined in within the meaning of Rule 13d-3 under the Exchange Act), directly or indirectly, of voting securities of the Institution or the Holding Company representing 20more than 50% or more of the Institutioncombined Voting Power (as defined below) of Holding's or the Holding Company's outstanding voting securities or right to acquire such securities except for securities; within any voting securities 24-month period commencing after an initial public offering of the Institution purchased by Common Stock of Holding, the persons who were directors of Holding Company and any voting securities purchased by any employee benefit plan at the beginning of the Holding Company or its Subsidiaries, or (B) individuals who constitute the Board on the date hereof such period (the "Incumbent BoardDirectors") shall cease for any reason to constitute at least a majority thereofof the Board or the board of directors of any successor to Holding, provided that any person becoming a director subsequent (i) elected to the date hereof whose election was approved by a vote of at least three-quarters of the directors comprising the Incumbent Board, or whose nomination nominated for election by the Company's stockholders was approved election, by a Nominating Committee solely composed majority of members which are the Incumbent Directors then still in office or (ii) designated to serve on the Board members, by CVC or OTPP pursuant to the Stockholder's Agreement shall be, be deemed to be an Incumbent Director for purposes of this clause (B)definition of Change in Control; the stockholders of Holding, considered as though he were if at the time in question Holding is a member of the Incumbent Boardstock company, or (C) approve a plan of reorganization, merger, consolidation, share exchange, division, sale or other disposition of all or substantially all of the assets of Holding (a "Corporate Event"), and immediately following the Institution or the Holding Company or similar transaction occurs or is effectuated in consummation of which the Institution stockholders of Holding immediately prior to such Corporate Event do not hold, directly or indirectly, a majority of the Voting Power of (x) in the case of a merger or consolidation, the surviving or resulting corporation, (y) in the case of a share exchange, the acquiring corporation or (z) in the case of a division or a sale or other disposition of assets, each surviving, resulting or acquiring corporation which, immediately following the relevant Corporate Event, holds more than 50% of the consolidated assets of Holding Company is immediately prior to such Corporate Event; or any other event occurs which the Board declares to be a Change in Control. Notwithstanding the foregoing, a Change in Control shall not the resulting entity; provided, however, that such an event listed above will be deemed to have occurred or to have been effectuated upon the receipt of all required federal regulatory approvals not including the lapse of any statutory waiting periods, or (Da) a proxy statement has been distributed soliciting proxies from stockholders of the Holding Company, by someone other than the current management of the Holding Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Holding Company or Institution with one or more corporations merely as a result of which the outstanding shares an underwritten offering of the class equity securities of securities then subject to such plan or transaction are exchanged for or converted into cash or property or securities not issued by Holding where no Person (including any group (within the Institution or meaning of Rule 13d-5(b) under the Holding Company shall be distributed, or (EExchange Act)) a tender offer is made for 20acquires more than 50% or more of the voting securities of the Institution or Holding Company then outstandingbeneficial ownership interests in such securities.

Change in Control. (a) For purposes of this Agreement, a "“Change in Control" ” shall mean (1) any merger by the Company into another corporation or corporations which results in the stockholders of the Holding Company immediately prior to such transaction owning less than fifty (50%) percent of the surviving Corporation; (2) any acquisition (by purchase, lease or the Institution shall mean an event of a nature that: (i) would be required to be reported in response to Item 1(aotherwise) of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 all or 15(d) substantially all of the Securities Exchange Act of 0000 (xxx "Xxxxxxxx Xxx"); or (ii) results in a Change in Control assets of the Institution Company by any person, corporation or the Holding Company within the meaning other entity or group thereof acting jointly in accordance with Section 409A of the Home Owners' Loan Act IRC; (3) the acquisition of 1933, as amended, the Federal Deposit Insurance Act, and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency), as in effect on the date hereof (provided, that in applying the definition of change in control as set forth under the rules and regulations of the OTS, the Board shall substitute its judgment for that of the OTS); or (iii) without limitation such a Change in Control shall be deemed to have occurred at such time as (A) any "person" (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act)ownership, directly or indirectly, of voting securities of the Institution Company (defined as Common Stock of the Company or any securities having voting rights that the Holding Company representing 20% may issue in the future) and rights to acquire voting securities of the Company (defined as including, without limitation, securities that are convertible into voting securities of the Company (as defined above) and rights, options warrants and other agreements or arrangements to acquire such voting securities) by any person, corporation or other entity or group thereof acting jointly, in such amount or amounts as would permit such person, corporation or other entity or group thereof acting jointly to elect a majority of the members of the Board of the Company, as then constituted; or (4) the acquisition of beneficial ownership, directly or indirectly, of voting securities and rights to acquire voting securities having voting power equal to forty (40%) percent or more of the Institution's or combined voting power of the Holding Company's ’s then outstanding voting securities or right to acquire such securities except for any voting securities of the Institution purchased by the Holding Company and any voting securities purchased by any employee benefit plan of the Holding Company person, corporation or its Subsidiaries, other entity or (B) individuals who constitute the Board on the date 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 directors comprising the Incumbent Board, or whose nomination for election by the Company's stockholders was approved by a Nominating Committee solely composed of members which are Incumbent Board members, shall be, for purposes of group thereof acting jointly unless such acquisition as is described in this clause (B), considered as though he were a member 4) is expressly approved by resolution of the Incumbent BoardBoard passed upon affirmative vote of not less than a majority of the Board and adopted at a meeting of the Board held not later than the date of the next regularly scheduled or special meeting held following the date the Company obtains actual knowledge of such acquisition (which approval may be limited in purpose and effect solely to affecting the rights of Employee under this Agreement). Notwithstanding the preceding sentence, any transaction that involves a mere change in identity form or place of organization within the meaning of Section 368(a)(1)(F) of the IRC, or (C) a plan transaction of reorganizationsimilar effect, merger, consolidation, sale of all or substantially all the assets of the Institution or the Holding Company or similar transaction occurs or is effectuated shall not constitute a Change in which the Institution or Holding Company is not the resulting entity; provided, however, that such an event listed above will be deemed to have occurred or to have been effectuated upon the receipt of all required federal regulatory approvals not including the lapse of any statutory waiting periods, or (D) a proxy statement has been distributed soliciting proxies from stockholders of the Holding Company, by someone other than the current management of the Holding Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Holding Company or Institution with one or more corporations as a result of which the outstanding shares of the class of securities then subject to such plan or transaction are exchanged for or converted into cash or property or securities not issued by the Institution or the Holding Company shall be distributed, or (E) a tender offer is made for 20% or more of the voting securities of the Institution or Holding Company then outstandingControl.

Change in Control. (a) For purposes of this Agreement, a "Change in Control" of the Institution or Holding Company or the Institution shall mean an event of a nature that: (i) would be required to be reported in response to Item 1(a) 1 of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 0000 1934, as amended (xxx the "Xxxxxxxx XxxExchange Act"); or (ii) results in a Change in Control of the Institution or the Holding Company within the meaning of the Home Owners' Loan Act of 1933, as amended, the Federal Deposit Insurance Act, Act and the Rules and Regulations promulgated by the Office of Thrift Supervision ("OTS") (or its predecessor agency), as in effect on the date hereof (provided, that in applying the definition of change in control as set forth under the rules and regulations of the OTS, the Board shall substitute its judgment for that of the OTS); or (iii) without limitation such a Change in Control shall be deemed to have occurred at such time as (A) any "person" (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) 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 Holding Company representing 2025% or more of the Institution's or the Holding Company's outstanding voting securities or right to acquire such securities except for any voting securities of the Institution purchased by the Holding Company and any voting securities purchased by any employee benefit plan of the Institution or the Holding Company or its SubsidiariesCompany, or (B) individuals who constitute the Board on the date 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 directors comprising the Incumbent Board, or whose nomination for election by the Holding Company's stockholders was approved by a the same Nominating Committee solely composed of members which are serving under an Incumbent Board membersBoard, shall be, for purposes of this clause (B), considered as though he were a member of the Incumbent Board, or (C) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Institution or the Holding Company or similar transaction occurs or is effectuated in which the Institution or Holding Company is not the resulting entity; provided, however, that such an event listed above will be deemed to have occurred or to have been effectuated upon the receipt of all required federal regulatory approvals not including the lapse of any statutory waiting periods, or (D) a proxy statement has been distributed soliciting proxies from stockholders of the Holding Company, by someone other than the current management of the Holding Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Holding Company or Institution with one or more corporations as a result of which the outstanding shares of the class of securities then subject to such plan or transaction are exchanged for or converted into cash or property or securities not issued by the Institution or the Holding Company shall be distributed, or (E) a tender offer is made for 20% or more of the voting securities of the Institution or Holding Company then outstanding.

Change in Control. (a) For purposes of this Agreement, a "Change in Control" of the Bank or Holding Company or the Institution shall mean an event of a nature that: (i) would be required to be reported in response to Item 1(a) of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 0000 (xxx "Xxxxxxxx Xxx"); or (ii) results in a Change in Control of the Institution Bank or the Holding Company within the meaning of the Home Owners' Loan Act of 1933, as amended, the Federal Deposit Insurance Act, amended and the Rules and Regulations promulgated by the Office of Thrift Supervision ("OTS") (or its predecessor agency), as in effect on the date hereof (provided, that in applying the definition of change in control as set forth under the rules and regulations of the OTS, the Board shall substitute its judgment for that of the OTS)hereof; or (iiiii) without limitation such a Change in Control shall be deemed to have occurred at such time as (A) any "person" (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) 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 Bank or the Holding Company representing 2025% or more of the InstitutionBank's or the Holding Company's outstanding voting securities or right to acquire such securities except for any voting securities of the Institution Bank purchased by the Holding Company and any voting securities purchased by any employee benefit plan of the Holding Company or its Subsidiaries, or (B) individuals who constitute the Board on the date 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 directors comprising the Incumbent Board, or whose nomination for election by the Holding Company's stockholders was approved by a Nominating Committee solely composed of members which are Incumbent Board members, shall be, for purposes of this clause (B), considered as though he were a member of the Incumbent Board, or (C) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Institution Bank or the Holding Company or similar transaction occurs or is effectuated consummated in which the Institution Bank or Holding Company is not the resulting entity; provided, however, that such an event listed above will be deemed to have occurred or to have been effectuated upon the receipt of all required federal regulatory approvals not including the lapse of any statutory waiting periods, or (D) a proxy statement has been distributed soliciting proxies from stockholders of the Holding Company, by someone other than the current management of the Holding Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Holding Company or Institution with one or more corporations as a result of which the outstanding shares of the class of securities then subject to such plan or transaction are exchanged for or converted into cash or property or securities not issued by the Institution or the Holding Company shall be distributed, or (E) a tender offer is made for 20% or more of the voting securities of the Institution or Holding Company then outstanding.

Change in Control. (a) For purposes of this Agreement, a "Change in Control" of the Institution or the Holding Company or the Institution shall mean an event of a nature that: (i) would be required to be reported in response to Item 1(a) of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 0000 (xxx "Xxxxxxxx Xxx"); or (ii) results in a Change in Control of the Institution or the Holding Company within the meaning of the Home Owners' Loan Change in Bank Control Act of 1933, as amended, and the Rules and Regulations promulgated by the Federal Deposit Insurance ActCorporation ("FDIC") at 12 C.F.R. ss. 303.4(a), with respect to the Institution, and the Rules and Regulations promulgated by the Office of Thrift Supervision ("OTS") (or its predecessor agency), with respect to the Holding Company, as in effect on the date hereof (provided, that in applying the definition of change in control as set forth under the rules and regulations of the OTS, the Board shall substitute its judgment for that of the OTS)this Agreement; or (iii) without limitation such a Change in Control shall be deemed to have occurred at such time as (A) any "person" (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) 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 Holding Company representing 20% or more of the Institution's or the Holding Company's outstanding voting securities or right to acquire such securities except for any voting securities of the Institution purchased by the Holding Company and any voting securities purchased by any employee benefit plan of the Holding Company or its Subsidiaries, or (B) individuals who constitute the Board on the date 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 directors comprising the Incumbent Board, or whose nomination for election by the Holding Company's stockholders was approved by a Nominating Committee solely composed of members which are Incumbent Board members, shall be, for purposes of this clause (B), considered as though he were a member of the Incumbent Board, or (C) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Institution or the Holding Company or similar transaction occurs or is effectuated in which the Institution or Holding Company is not the resulting entity; provided, however, that such an event listed above will be deemed to have occurred or to have been effectuated upon the receipt of all required federal regulatory approvals not including the lapse of any statutory waiting periods, or (D) a proxy statement has been distributed soliciting proxies from stockholders of the Holding Company, by someone other than the current management of the Holding Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Holding Company or Institution with one or more corporations as a result of which the outstanding shares of the class of securities then subject to such plan or transaction are exchanged for or converted into cash or property or securities not issued by the Institution or the Holding Company shall be distributed, or (E) a tender offer is made for 20% or more of the voting securities of the Institution or Holding Company then outstanding.

Change in Control. (a) For purposes of this Agreement, a "Change in Control" of the Holding Company or the Institution Association shall mean an event of a nature that: ; (i) would be required to be reported in response to Item 1(a) of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 0000 1934, as amended (xxx the "Xxxxxxxx XxxExchange Act"); or (ii) results in a Change in Control of the Institution Association or the Holding Company within the meaning of the Home Owners' Loan Act of 1933, as amended, the Federal Deposit Insurance Act, and the Rules and Regulations promulgated by the Office of Thrift Supervision ("OTS") (or its predecessor agency), as in effect on the date hereof (provided, that in applying the definition of change in control as set forth under the rules and regulations of the OTS, the Board shall substitute its judgment for that of the OTS); or (iii) without limitation such a Change in Control shall be deemed to have occurred at such time as (A) any "person" (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) 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 Association or the Holding Company representing 20% or more of the InstitutionAssociation's or the Holding Company's outstanding voting securities or right to acquire such securities except for any voting securities of the Institution Association purchased by the Holding Company and any voting securities purchased by any employee benefit plan of the Holding Company or its Subsidiaries, '; or (B) individuals who constitute the Board on the date 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 directors comprising the Incumbent Board, or whose nomination for election by the Holding Company's stockholders was approved by a Nominating Committee solely composed of members which who are Incumbent Board members, shall be, for purposes of this clause (B), considered as though he were a member of the Incumbent Board, ; or (C) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Institution Association or the Holding Company or similar transaction occurs or is effectuated in which the Institution Association or Holding Company is not the resulting entity; provided, however, that such an event listed above will be deemed to have occurred or to have been effectuated upon the receipt of all required federal regulatory approvals not including the lapse of any statutory waiting periods, ; or (D) a proxy statement has been shall be distributed soliciting proxies from stockholders of the Holding Company, by someone other than the current management of the Holding Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Holding Company or Institution Association with one or more corporations as a result of which the outstanding shares of the class of securities then subject to such plan or transaction are exchanged for or converted into cash or property or securities not issued by the Institution Association or the Holding Company shall be distributed, ; or (E) a tender offer is made and accepted for 20% or more of the voting securities of the Institution Association or Holding Company then outstanding.

Change in Control. (a) For purposes of this Agreement, a "Change in Control" of the Institution or Holding Company or the Institution shall mean an event of a nature that: (i) would be required to be reported in response to Item 1(a) 1 of the current report Current Report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 0000 1934, as amended (xxx the "Xxxxxxxx XxxExchange Act"); or (ii) results in a Change in Control of the Institution or the Holding Company within the meaning of the Home Owners' Loan Act of 1933, as amended, the Federal Deposit Insurance Act, Act and the Rules and Regulations promulgated by the Office of Thrift Supervision ("OTS") (or its predecessor agency), as in effect on the date hereof (provided, that in applying the definition of change in control as set forth under the rules and regulations of the OTS, the Board shall substitute its judgment for that of the OTS); or (iii) without limitation such a Change in Control shall be deemed to have occurred at such time as (A) any "person" (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) 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 Holding Company representing 2025% or more of the Institution's or the Holding Company's outstanding voting securities or right to acquire such securities except for any voting securities of the Institution purchased by the Holding Company and any voting securities purchased by any employee benefit plan of the Institution or the Holding Company or its SubsidiariesCompany, or (B) individuals who constitute the Board on the date 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 directors comprising the Incumbent Board, or whose nomination for election by the Holding Company's stockholders was approved by a the same Nominating Committee solely composed of members which are serving under an Incumbent Board membersBoard, shall be, for purposes of this clause (B), considered as though he were a member of the Incumbent Board, or (C) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Institution or the Holding Company or similar transaction occurs or is effectuated in which the Institution or Holding Company is not the resulting entity; provided, however, that such an event listed above will be deemed to have occurred or to have been effectuated upon the receipt of all required federal regulatory approvals not including the lapse of any statutory waiting periods, or (D) a proxy statement has been distributed soliciting proxies from stockholders of the Holding Company, by someone other than the current management of the Holding Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Holding Company or Institution with one or more corporations as a result of which the outstanding shares of the class of securities then subject to such plan or transaction are exchanged for or converted into cash or property or securities not issued by the Institution or the Holding Company shall be distributed, or (E) a tender offer is made for 20% or more of the voting securities of the Institution or Holding Company then outstanding.

Change in Control. (a) For purposes of this Agreement, a "Change in Control" of the Institution or the Holding Company or the Institution shall mean an event of a nature that: (i) would be required to be reported in response to Item 1(a) 1 of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 0000 1934, as amended (xxx the "Xxxxxxxx XxxExchange Act"); or (ii) results in a Change "change in Control control" of the Institution or the Holding Company within the meaning of the Home Owners' Loan Change in Bank Control Act of 1933, as amended, and the Rules and Regulations promulgated by the Federal Deposit Insurance ActCorporation ("FDIC") at 12 C.F.R. Section 303.4(a), with respect to the Institution, and the Rules and Regulations promulgated by the Office of Thrift Supervision ("OTS") (or its predecessor agency), with respect to the Holding Company, as in effect on the date hereof (provided, that in applying the definition of change in control as set forth under the rules and regulations of the OTS, the Board shall substitute its judgment for that of the OTS)this Agreement; or (iii) without limitation such a Change in Control shall be deemed to have occurred at such time as (A) any "person" (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) 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 Holding Company representing 20% or more of the Institution's or the Holding Company's outstanding voting securities or right to acquire such securities except for any voting securities of the Institution purchased by the Holding Company and any voting securities purchased by any employee benefit plan of the Institution or the Holding Company or its SubsidiariesCompany, or (B) individuals who constitute the Board on the date 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 directors comprising the Incumbent Board, or whose nomination for election by the Holding Company's stockholders was approved by a the same Nominating Committee solely composed of members which are serving under an Incumbent Board membersBoard, shall be, for purposes of this clause (B), considered as though he were a member of the Incumbent Board, or (C) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Institution or the Holding Company or similar transaction occurs or is effectuated in which the Institution or Holding Company is not the resulting entity; provided, however, that such an event listed above will be deemed to have occurred or to have been effectuated upon the receipt of all required federal regulatory approvals not including the lapse of any statutory waiting periods, or (D) a proxy statement has been distributed soliciting proxies from stockholders of the Holding Company, by someone other than the current management of the Holding Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Holding Company or Institution or similar transaction with one or more corporations as a result of which the outstanding shares of the class of securities then subject to such plan or transaction are exchanged for or converted into cash or property or securities not issued by the Institution or the Holding Company shall be distributedCompany, or (E) a tender offer is made for 20% or more of the voting securities of the Stock Institution or Holding Company then outstanding.

Change in Control. (i) (a) For purposes Permitted Holders shall cease to beneficially own and control shares of this Agreement, a "Change in Control" capital stock of Company representing at least 30% of the Holding combined voting power of all Securities of Company or entitled to vote in the Institution shall mean an event election of directors, other than Securities having such power only by reason of the happening of a nature that: (i) would be required to be reported in response to Item 1(a) of the current report on Form 8-Kcontingency, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 0000 (xxx "Xxxxxxxx Xxx"); or (iib) results any Person or any two or more Persons acting in a Change concert (in Control of the Institution or the Holding Company any such case, excluding Permitted Holders) shall have acquired beneficial ownership (within the meaning of the Home Owners' Loan Act of 1933, as amended, the Federal Deposit Insurance Act, and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency), as in effect on the date hereof (provided, that in applying the definition of change in control as set forth under the rules and regulations Rule 13d-3 of the OTS, the Board shall substitute its judgment for that of the OTS); or (iii) without limitation such a Change in Control shall be deemed to have occurred at such time as (A) any "person" (as the term is used in Sections 13(d) Securities and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 Commission under the Exchange Act), directly or indirectly, of voting securities Securities of the Institution Company (or the Holding Company other Securities convertible into such Securities) representing 20% or more of the Institution's combined voting power of all Securities of Company entitled to vote in the election of directors, other than Securities having such power only by reason of the happening of a contingency or (c) the Board of Directors of Company shall not consist of a majority Continuing Directors or (ii) a "Change of Control" shall occur under any of the Pass Through Trust Documents, any of the Senior Note Documents or any other Material Agreement (as in effect on the date of such occurrence); provided that, following consummation of the Holding Company Reorganization (x) the references in clause (i) above to Company shall be deemed to be reference to the Holding Company and (y) it shall also be an Event of Default if at any time Holding Company ceases to own directly or indirectly 100% of the outstanding Securities of Company; provided further, that an Event of Default under clause (ii) above arising as a result of the Holding Company Reorganization shall not constitute an "Event of Default"; provided further, that in the event that Permitted Holders cease to own 30% of the combined voting power of all Securities of Company (or the Holding Company's outstanding voting securities or right to acquire such securities except for any voting securities , as the case may be) because of the Institution purchased by the Holding issuance of Securities of Company and any voting securities purchased by any employee benefit plan of the Holding Company (or its Subsidiaries, or (B) individuals who constitute the Board on the date 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 directors comprising the Incumbent Board, or whose nomination for election by the Company's stockholders was approved by a Nominating Committee solely composed of members which are Incumbent Board members, shall be, for purposes of this clause (B), considered as though he were a member of the Incumbent Board, or (C) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Institution or the Holding Company or similar transaction occurs or is effectuated in which the Institution or Holding Company is not the resulting entity; provided, however, that such an event listed above will be deemed to have occurred or to have been effectuated upon the receipt of all required federal regulatory approvals not including the lapse of any statutory waiting periods, or (D) a proxy statement has been distributed soliciting proxies from stockholders of the Holding Company, by someone other than as the current management case may be) (as opposed to the Permitted Holders selling Securities) then the failure to maintain the 30% ownership level shall not constitute an Event of Default unless the Permitted Holders shall cease to own shares of capital stock constituting 25% of the combined voting power of all Securities of Company (or the Holding Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of as the Holding Company or Institution with one or more corporations as a result of which the outstanding shares of the class of securities then subject to such plan or transaction are exchanged for or converted into cash or property or securities not issued by the Institution or the Holding Company shall be distributed, or (E) a tender offer is made for 20% or more of the voting securities of the Institution or Holding Company then outstanding.case may be); or

Change in Control. (a) No benefit shall be payable under this Section 5 unless there shall have been a Change in Control of the Bank or Company, as set forth below. For purposes of this Agreement, a "Change in Control" of the Holding Bank or Company or the Institution shall mean an event of a nature that: that (i) would be required to be reported in response to Item 1(a) of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 0000 1934 (xxx the "Xxxxxxxx XxxExchange Act"); , or (ii) results in a Change in Control of the Institution Bank or the Holding Company within the meaning of the Home Owners' Loan Act of 1933Act, as amended, the Federal Deposit Insurance Act, amended and the Rules applicable rules and Regulations regulations promulgated by the Office of Thrift Supervision (or its predecessor agency), thereunder as in effect on at the date hereof (provided, that in applying the definition of change in control as set forth under the rules and regulations time of the OTS, the Board shall substitute its judgment for that of the OTS)Change in Control; or (iii) without limitation such a Change in Control shall be deemed to have occurred at such time as (Aa) any "person" (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the a "beneficial owner" (as defined in Rule 13d-3 under of the Exchange Act), ) directly or indirectly, of voting securities of the Institution or the Holding Company representing 2025% or more of the Institution's or the Holding Company's outstanding voting securities or right to acquire such securities except for any voting securities of the Institution purchased by the Holding Company and any voting securities purchased by any Bank's employee benefit stock ownership plan of the Holding Company or its Subsidiaries, or trust; (Bb) individuals who constitute the Board on the date 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 directors comprising the Incumbent Board, or whose nomination for election by the Company's stockholders was approved by a Nominating Committee solely composed of members which are Incumbent Board members, shall be, for purposes of this clause ; (B), considered as though he were a member of the Incumbent Board, or (Cc) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Institution Bank or the Holding Company or similar transaction occurs or is effectuated in which the Institution Bank or Holding the Company is not the resulting entitysurviving institution occurs; provided, however, that such an event listed above will be deemed to have occurred or to have been effectuated upon the receipt of all required federal regulatory approvals not including the lapse of any statutory waiting periods, or (Dd) a proxy statement has been distributed soliciting proxies from stockholders of the Holding Company, by someone other than the then current management Board of Directors of the Holding Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Holding Company or Institution similar transaction with one or more corporations as a result of which the outstanding shares of the class common stock of securities then subject to such plan or transaction the Company are exchanged for or converted into cash or property or securities not issued by the Institution or the Holding Company shall be distributed, Company; or (Ee) a tender offer is made for 2025% or more of the voting securities of the Institution Company and the shareholders owning beneficially or Holding of record 25% or more of the outstanding securities of the Company then outstandinghave tendered or offered to sell their shares pursuant to such tender offer and such tendered shares have been accepted by the tender offeror. Notwithstanding the foregoing, a "Change in Control" of the Bank or the Company shall not be deemed to have occurred in connection with the conversion of Jacksonville Bancorp, MHC to stock form.

Change in Control. (a) For purposes of this Agreement, a "“Change in Control" ” of the Bank or Holding Company or the Institution shall mean an event of a nature that: (i) would be required to be reported in response to Item 1(aI (a) of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section Sections 13 or 15(d) of the Securities Exchange Act of 0000 1934, as amended (xxx "Xxxxxxxx Xxx"the “Exchange Act”); or (ii) results in a Change in Control of the Institution Bank or the Holding Company within the meaning of the Home Owners' ’ Loan Act of 1933, as amended, the Federal Deposit Insurance Act, Act and the Rules and Regulations promulgated by the Office of Thrift Supervision OTS (or its predecessor agency), as in effect on the date hereof (provided, that in applying the definition of change in control as set forth under the rules and regulations of the OTS, the Board of Directors shall substitute its judgment for that of the OTS); or (iii) without limitation such a Change in Control shall be deemed to have occurred at such time as (A) any "“person" ” (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) 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 Bank or the Holding Company representing 20% or more of the Institution's Bank’s or the Holding Company's ’s outstanding voting securities or right to acquire such securities except for any voting securities of the Institution Bank purchased by the Holding Company and any voting securities purchased by any employee benefit plan of the Bank or the Holding Company or its SubsidiariesCompany, or (B) individuals who constitute the Board of Directors on the date 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 directors comprising the Incumbent Board, or whose nomination for election by the Holding Company's ’s stockholders was approved by a Nominating Committee solely composed comprised of members which who are Incumbent Board members, shall be, for purposes of this clause (B), considered as though he were a member of the Incumbent Board, or (C) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Institution Bank or the Holding Company or similar transaction occurs or is effectuated in which the Institution Bank or Holding Company is not the resulting entity; provided, however, that such an event listed above will be deemed to have occurred or to have been effectuated upon the receipt of all required federal regulatory approvals not including the lapse of any statutory waiting periods, or (D) a proxy statement has been shall be distributed soliciting proxies from stockholders of the Holding Company, by someone other than the current management of the Holding Company, seeking stockholder approval of a plan of or reorganization, merger or consolidation of the Holding Company or Institution Bank with one or more corporations as a result of which the outstanding shares of the class of securities then subject to such plan or transaction are exchanged for or converted into cash or property or securities not issued by the Institution Bank or the Holding Company shall be distributed, or (E) a tender offer is made and accepted for 20% or more of the voting securities of the Institution Bank or Holding Company then outstanding.

Change in Control. (a) For purposes of this Agreement, a "Change in Control" of the Holding Company or the Institution shall mean an event of a nature that: (i) would be required to be reported in response to Item 1(a) of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 0000 (xxx "Xxxxxxxx Xxx"); or (ii) results in a Change in Control of the Institution Bank or the Holding Company within the meaning of the Home Owners' Loan Act of 1933, as amended, the Federal Deposit Insurance Act, amended and the Rules and Regulations promulgated by the Office of Thrift Supervision ("OTS") (or its predecessor agency), as in effect on the date hereof (provided, that in applying the definition of change in control as set forth under the rules and regulations of the OTS, the Board shall substitute its judgment for that of the OTS)hereof; or (iiiii) without limitation such a Change in Control shall be deemed to have occurred at such time as (A) any "person" (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) 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 Bank or the Holding Company representing 2025% or more of the InstitutionBank's or the Holding Company's outstanding voting securities or right to acquire such securities except for any voting securities of the Institution Bank purchased by the Holding Company and any voting securities purchased by any employee benefit plan of the Holding Company or its Subsidiaries, or (B) individuals who constitute the Board on the date 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 directors comprising the Incumbent Board, or whose nomination for election by the Holding Company's stockholders was approved by a Nominating Committee solely composed of members which are Incumbent Board members, shall be, for purposes of this clause (B), considered as though he were a member of the Incumbent Board, or (C) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Institution Bank or the Holding Company or similar transaction occurs or is effectuated consummated in which the Institution Bank or Holding Company is not the resulting entity; provided, however, that such an event listed above will be deemed to have occurred or to have been effectuated upon the receipt of all required federal regulatory approvals not including the lapse of any statutory waiting periods, or (D) a proxy statement has been distributed soliciting proxies from stockholders of the Holding Company, by someone other than the current management of the Holding Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Holding Company or Institution with one or more corporations as a result of which the outstanding shares of the class of securities then subject to such plan or transaction are exchanged for or converted into cash or property or securities not issued by the Institution or the Holding Company shall be distributed, or (E) a tender offer is made for 20% or more of the voting securities of the Institution or Holding Company then outstanding.

Change in Control. (a) For the purposes of this AgreementSection 11, a "Change in Control" shall mean: The acquisition by any Person of beneficial ownership (within the Holding Company meaning of Rule 13d-3 promulgated under the Exchange Act) of 35% or the Institution shall mean an event more of a nature that: either (i) would be required to be reported in response to Item 1(a) the then outstanding shares of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 0000 (xxx "Xxxxxxxx Xxx"); Stock or (ii) results in the combined voting power of the Outstanding Company Voting Securities; provided, however, that the following acquisitions shall not constitute a Change in Control of the Institution or the Holding Company within the meaning of the Home Owners' Loan Act of 1933, as amended, the Federal Deposit Insurance Act, and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency), as in effect on the date hereof (provided, that in applying the definition of change in control as set forth under the rules and regulations of the OTS, the Board shall substitute its judgment for that of the OTS); or (iii) without limitation such a Change in Control shall be deemed to have occurred at such time as Control: (A) any "person" acquisition directly from the Company (as the term is used in Sections 13(d) and 14(d) excluding an acquisition by virtue of the Exchange Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Actexercise of a conversion privilege), directly or indirectly, of voting securities of the Institution or the Holding Company representing 20% or more of the Institution's or the Holding Company's outstanding voting securities or right to acquire such securities except for (B) any voting securities of the Institution purchased acquisition by the Holding Company and or by any voting securities purchased corporation controlled by the Company; (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; or (D) any acquisition by any corporation pursuant to a consolidation or merger, if, following such consolidation or merger, the conditions described in clauses (i), (ii) and (iii) of subsection (c) of this paragraph are satisfied; or Individuals who, as of the Holding Company or its Subsidiariesdate hereof, or (B) individuals who constitute the Board on the date hereof (the "Incumbent Board") cease ceasing for any reason to constitute at least a majority thereofof the Board; provided, provided however, that any person individual becoming a director (other than a director designated by a Person who has entered into an agreement with the Company to effect a transaction described in clauses (a) or (c) of this Section) subsequent to the date hereof whose election was approved by a vote of at least three-quarters of the directors comprising the Incumbent Boardelection, or whose nomination for election by the Company's stockholders shareholders, was approved by a Nominating Committee solely composed vote or resolution of members which are at least a majority of the directors then composing the Incumbent Board members, shall be, for purposes of this clause (B), be considered as though he such individual were a member of the Incumbent Board, but excluding, for this purpose, any such 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 14a-1l 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; or Adoption by the Board of a resolution approving an agreement of consolidation of the Company with or merger of the Company into another corporation or business entity in each case, unless, following such consolidation, or merger, (i) more than 60% of, respectively, the then outstanding shares of common stock of the corporation resulting from such consolidation or merger and/or the combined voting power of the then outstanding voting securities of such corporation or business entity entitled to vote generally in the election of directors (or other persons having the general power to direct the affairs of such entity) is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Stock and Outstanding Company Voting Securities immediately prior to such consolidation or merger in substantially the same proportions as their ownership, immediately prior to such consolidation or merger, of the Stock and Outstanding Company Voting Securities, as the case may be, (ii) no Person (excluding the Company, any employee benefit plan (or related trust) of the Company or such corporation or other business entity resulting from such consolidation or merger and any Person beneficially owning, immediately prior to such consolidation or merger, directly or indirectly, 35% or more of the Stock or Outstanding Company Voting Securities, as the case may be) beneficially owns, directly or indirectly, 35% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such consolidation or merger and/or the combined voting power of the then outstanding voting securities of such corporation or business entity entitled to vote generally in the election of its directors (or other persons having the general power to direct the affairs of such entity) and (iii) at least a majority of the members of the board of directors (or other group of persons having the general power to direct the affairs of the corporation or other business entity) resulting from such consolidation or merger were members of the Incumbent Board at the time of the execution of the initial agreement providing for such consolidation or merger; provided, that any right to receive compensation pursuant to Section I, below, which shall vest by reason of the action of the Board pursuant to this subsection (c) shall be divested upon (A) the rejection of such agreement of consolidation or merger by the stockholders of the Company or (CB) its abandonment by either party thereto in accordance with its terms; or Adoption by the requisite majority of the whole Board, or by the holders of such majority of stock of the Company as is required by law or by the Certificate of incorporation or By-Laws of the Company as then in effect, of a plan resolution or consent authorizing (i) the dissolution of reorganization, merger, consolidation, the Company or (ii) the sale or other disposition of all or substantially all of the assets of the Institution Company, other than to a corporation or other business entity with respect to which, following the Holding such sale or other disposition, (A) more than 60% of, respectively, the then outstanding shares of common stock of such corporation and/or the combined voting power of the outstanding voting securities of such corporation or other entity to vote generally in the election of its directors (or other persons have the general power to direct its affairs) is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the: beneficial owners, respectively, of the Stock and Outstanding Company Voting Securities immediately prior to such sale or other disposition in substantially the same proportion as their ownership, immediately prior to such sale or other disposition, of the Stock and/or Outstanding Company Voting Securities, as the case may be, (B) no Person (excluding the Company and any employee benefit plan (or related trust) of the Company or similar transaction occurs such corporation or is effectuated other business entity and any Person beneficially owning, immediately prior to such sale or other disposition, directly or indirectly, 35% or more of the Stock and/or Outstanding Company Voting Securities, as the case may be) beneficially owns, directly or indirectly, 35% or more of, respectively, the then outstanding shares of common stock of such corporation and/or the combined voting power of the then outstanding voting securities of such corporation or other business entity entitled to vote generally in which the Institution election of directors (or Holding Company is not other persons having the resulting entitygeneral power to direct its affairs), and (C) at least a majority of the members of the board of directors or group of persons having the general power to direct the affairs of such corporation or other entity were members of the Incumbent Board at the time of the execution of the initial agreement of action of the Board providing for such sale or other disposition of assets of the Company; provided, howeverthat any right to receive compensation pursuant to Section I, that below, which shall vest by reason of the action of the Board or the stockholders pursuant to this subsection shall be divested upon the abandonment by the Company of such an event listed above will dissolution, or such sale of or other disposition of assets, as the case may be. Notwithstanding anything in the foregoing to the contrary, no change in control shall be deemed to have occurred or to have been effectuated upon the receipt for purposes of all required federal regulatory approvals not including the lapse this Agreement by virtue of any statutory waiting periodstransaction which results in you, or (D) a proxy statement has been distributed soliciting proxies from stockholders group of the Holding CompanyPersons which includes you acquiring, by someone other than the current management of the Holding Companydirectly or indirectly, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Holding Company or Institution with one or more corporations as a result of which the outstanding shares of the class of securities then subject to such plan or transaction are exchanged for or converted into cash or property or securities not issued by the Institution or the Holding Company shall be distributed, or (E) a tender offer is made for 2035% or more of the combined voting securities power of the Institution or Holding Company then outstandingCompany's Outstanding Voting Securities.

Change in Control. If at any time during the Term, Executive’s employment with the Corporation is terminated by the Corporation not for Cause within the lesser of the remaining Term or one year after the Change of Control (aas hereinafter defined) or in the 90 days prior to the Change of Control upon the request of the acquiror, the Corporation shall pay to Executive an amount equal to the greater of (i) 1.5 multiplied by Executive’s Base Salary that Executive is then earning or (ii) all Executive’s Base Salary remaining to be paid to Executive during the Term, payable in a lump-sum payment on the termination date of Executive’s employment hereunder but not earlier than the closing of the Change of Control. For purposes of this Agreementhereof, a "“Change in of Control" of the Holding Company or the Institution ” shall mean an event a change of control of a nature that: (i) that would be required to be reported in response to Item 1(a6(e) of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 0000 (xxx "Xxxxxxxx Xxx"); or (ii) results in a Change in Control of the Institution or the Holding Company within the meaning of the Home Owners' Loan Act of 19331934, as amended, amended (the Federal Deposit Insurance “Exchange Act, and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency”), as whether or not the Corporation is in effect on the date hereof (providedfact required to comply with that regulation, that in applying the definition of provided that, without limitation, such a change in control as set forth under the rules and regulations of the OTS, the Board shall substitute its judgment for that of the OTS); or (iii) without limitation such a Change in Control shall be deemed to have occurred at such time as if (A) any "“person" ” (as the such term is used in Sections 13(d) and 14(d) of the Exchange Act) ), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Corporation or a corporation owned, directly or indirectly, by the shareholders of the Corporation in substantially the same proportions as their ownership of stock of the Corporation, 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 Holding Company Corporation representing 20more than 50% or more of the Institution's or the Holding Company's outstanding combined voting securities or right to acquire such securities except for any voting securities power of the Institution purchased by the Holding Company and any voting securities purchased by any employee benefit plan of the Holding Company or its Subsidiaries, Corporation’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 on the date hereof of Directors and any new director (the "Incumbent Board") cease for any reason to constitute at least a majority thereof, provided that any person becoming other than a director subsequent designated by a person who has entered into an agreement with the Corporation to the date hereof effect a transaction described in clauses (A) or (D) of this Section) whose election by the Board of Directors or nomination for election by the Corporation’s shareholder’s was approved by a vote of at least threetwo-quarters thirds of the directors comprising then still in office who either were directors at the Incumbent Board, beginning of the period or whose election or nomination for election by the Company's stockholders was approved by previously so approved, cease for any reason to constitute a Nominating Committee solely composed of members which are Incumbent Board members, shall be, for purposes of this clause (B), considered as though he were a member of the Incumbent Board, or majority; (C) the Corporation enters into an agreement, the consummation of which would result in the occurrence of a change in control of the Corporation; or (D) the shareholders of the Corporation approve a merger or consolidation of the Corporation with any other corporation, other than a merger or consolidation which would result in the voting securities of the Corporation outstanding immediately prior to it continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) of more than 50% of the combined voting power of the voting securities of the Corporation or such surviving entity outstanding immediately after such merger or consolidation, or the shareholders of the Corporation approve a plan of reorganization, merger, consolidation, complete liquidation of the Corporation or an agreement for the sale or disposition by the Corporation of all or substantially all the assets of the Institution or the Holding Company or similar transaction occurs or is effectuated in which the Institution or Holding Company is not the resulting entity; provided, however, that such an event listed above will be deemed to have occurred or to have been effectuated upon the receipt of all required federal regulatory approvals not including the lapse of any statutory waiting periods, or (D) a proxy statement has been distributed soliciting proxies from stockholders of the Holding Company, by someone other than the current management of the Holding Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Holding Company or Institution with one or more corporations as a result of which the outstanding shares of the class of securities then subject to such plan or transaction are exchanged for or converted into cash or property or securities not issued by the Institution or the Holding Company shall be distributed, or (E) a tender offer is made for 20% or more of the voting securities of the Institution or Holding Company then outstandingCorporation’s assets.

Change in Control. (a) No benefit shall be payable under this Section 5 unless there shall have been a Change in Control of the Bank or the Holding Company. For purposes of this Agreement, a "Change in Control" of the Holding Company or the Institution Bank shall mean an event of a nature that: ; (i) would be required to be reported in response to Item 1(a1 (a) of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 0000 1934 (xxx "Xxxxxxxx Xxx"); or xx (ii) results in a Change in Control of the Institution Bank or the Holding Company within the meaning of the Home Owners' Loan Change in Bank Control Act of 1933, as amended, the Federal Deposit Insurance Act, and the Rules and Regulations promulgated by the Office Federal Deposit Insurance Corporation ("FDIC") at 12 C.F.R. Section 303.4(a) with respect to the Bank and the Board of Thrift Supervision Governors of the Federal Reserve System (or its predecessor agency)"FRB") at 12 C.F.R. Section 225.41(b) with respect to the Holding Company, as in effect on the date hereof hereof, or; (provided, that iii) results in applying the definition of change in control as set forth a transaction requiring prior FRB approval under the rules Bank Holding Company Act of 1956 and the regulations of promulgated thereunder by the OTSFRB at 12 C.F.R. Section 225.11, as in effect on the Board shall substitute its judgment for that of the OTS); date hereof, or (iiiiv) without limitation such a Change in Control shall be deemed to have occurred at such time as (A) any "person" (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) 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 Bank or the Holding Company representing 20% or more of the InstitutionBank's or the Holding Company's outstanding voting securities or right to acquire such securities except for any voting securities of the Institution Bank purchased by the Holding Company and any voting securities purchased by any employee benefit plan of the Holding Company or its Subsidiaries, ; or (B) individuals who constitute the Board on the date 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 directors comprising the Incumbent Board, or whose nomination for election by the Company's stockholders was approved by a Nominating Committee solely composed of members which are Incumbent Board members, shall be, for purposes of this clause (B), considered as though he were a member of the Incumbent Board, : or (C) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Institution Bank or the Holding Company or similar transaction occurs or is effectuated in which the Institution Bank or Holding Company is not the resulting entity; provided, however, that such an event listed above will be deemed to have occurred or to have been effectuated upon the receipt of all required federal regulatory approvals not including the lapse of any statutory waiting periods, ; or (D) a proxy statement has been distributed soliciting proxies from stockholders of the Holding Company, by someone other than the current management of the Holding Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Holding Company or Institution Bank with one or more corporations as a result of which the outstanding shares of the class of securities then subject to such plan or transaction are exchanged for or converted into cash or property or securities not issued by the Institution Bank or the Holding Company shall be distributed, Company; or (E) a tender offer is made for 20% or more of the voting securities of the Institution Bank or Holding Company. If a Change in Control has occurred pursuant to Section 5(a) or the Board has determined that a Change in Control has occurred, Executive shall be entitled to the benefits provided in paragraphs (c) and, (d), of this Section 5 upon his subsequent termination of employment at any time during the term of this Agreement due to (i) Executive's dismissal, or (ii) Executive's voluntary resignation following any demotion, loss of title, office or significant authority or responsibility, reduction in the annual compensation or material reduction in benefits or relocation of his principal place of employment by more than 20 miles from its location immediately prior to the change in control, unless such termination is because of his death, disability, Retirement or Termination for Cause. Upon the Executive's entitlement to benefits pursuant to Section 5(b), the Holding Company then outstandingshall pay Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, a sum equal to the greater of: (i) the payments due for the remaining term of the 4 Agreement; or (ii) three (3) times Executive's average annual compensation for the five (5) preceding full calendar years that Executive was employed by the Company or such lesser number of full calendar years in the event that Executive shall have been employed by the Company as President and Chief Executive Officer for less than five (5) full calendar years. Such annual compensation shall include Base Salary, commissions, bonuses, contributions on behalf of Executive to any pension and profit sharing plan, severance payments, directors or committee fees and fringe benefits paid or to be paid to the Executive during such years. At the election of the Executive, which election is to be made within thirty (30) days of the Date of Termination following a Change in Control, such payment shall be made in a lump sum or paid in equal monthly installments during the thirty-six (36) months, following Executive's Date of Termination. In the event that no election is made, payment to the Executive will be made on a monthly basis in approximately equal installments during the remaining term of the Agreement. Such payments shall not be reduced in the event Executive obtains other employment following termination of employment. Upon the Executive's entitlement to benefits pursuant to Section 5(b), the Company will cause to be continued life, medical, dental and disability coverage substantially equivalent to the coverage maintained by the Bank for Executive at no premium cost to Executive prior to his severance. Such coverage and payments shall cease upon the expiration of thirty-six (36) months following the Date of Termination.

Change in Control. (a) No benefit shall be payable under this Section 5 unless there shall have been Change of Control of the Bank or Patriot Bank Corp. (the "Holding Company"). For purposes of this Agreement, a "Change in of Control" of the Bank or Holding Company or the Institution shall mean an event of a nature that: (i) would be required to be reported in response to Item 1(a) 1 of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 0000 1934, as amended (xxx the "Xxxxxxxx XxxExchange Act"); or (ii) results in a Change in of Control of the Institution Bank or the Holding Company within the meaning of the Home Owners' Loan Change in Bank Control Act of 1933, as amended, the Federal Deposit Insurance Act, and the Rules and Regulations promulgated by the Office Federal Deposit Insurance Corporation ("FDIC") at 12 C.F.R. Section 303.4(a) with respect to the Bank and the Board of Thrift Supervision Governors of the Federal Reserve System ("FRB") at 12 C.F.R. Section 225.41(b) with respect to the Holding Company, as in effect on the date hereof; or its predecessor agency)(iii) results in a transaction requiring prior FRB approval under the Bank Holding Company Act of 1956 and the regulations promulgated thereunder by the 4 FRB at 12 C.F.R. Section 225.11, as in effect on the date hereof (provided, that in applying except for the definition of change in control as set forth under the rules and regulations Holding Company's acquisition of the OTS, the Board shall substitute its judgment for that of the OTS)Bank; or (iiiiv) without limitation such a Change in of Control shall be deemed to have occurred at such time as (A) any "person" (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) 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 Bank or the Holding Company representing 20% or more of the InstitutionBank's or the Holding Company's outstanding voting securities or right to acquire such securities except for any voting securities of the Institution Bank purchased by the Holding Company and any voting securities purchased by any employee benefit plan of the Bank or the Holding Company or its SubsidiariesCompany, or (B) individuals who constitute the Board on the date 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 directors comprising the Incumbent Board, or whose nomination for election by the Holding Company's stockholders was approved by a the same Nominating Committee solely composed of members which are serving under an Incumbent Board membersBoard, shall be, for purposes of this clause (B), considered as though he she were a member of the Incumbent Board, or (C) a plan of reorganization, merger, consolidation, sale of all or substantially all of the assets of the Institution Bank or the Holding Company or similar transaction occurs or is effectuated in which the Institution Bank or Holding Company is not the resulting entity; provided, however, that such an event listed above will be deemed to have occurred or to have been effectuated upon the receipt of all required federal regulatory approvals not including the lapse of any statutory waiting periods, or (D) a proxy statement has been shall be distributed soliciting proxies from stockholders shareholders of the Holding Company, by someone other than the current management of the Holding Company, seeking stockholder approval of a plan of reorganization, merger merger, or consolidation of the Holding Company or Institution Bank or similar transaction with one or more corporations as a result of which the outstanding shares of the class of securities then than subject to such the plan or transaction are exchanged for or converted into cash or property or securities not issued by the Institution Bank or the Holding Company shall be distributedCompany, or (E) a tender offer is made for 20% or more of the voting securities of the Institution Bank or the Holding Company then outstandingCompany.

Change in Control. (a) For purposes of this Agreement, a "Change in Control" shall mean the happening of any of the Holding Company or the Institution shall mean an event of a nature thatfollowing events: (ia) would be required to be reported in response to Item 1(aThe acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d14(d)(2) of the Securities Exchange Act of 0000 1934, as amended (xxx the "Xxxxxxxx XxxExchange Act")) (a "Person") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of twenty-five percent (25%) or more of either (A) the then outstanding shares of common stock of the Company (the "Outstanding Company Common Stock") or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the"Outstanding Company Voting Securities"); or (ii) results in provided, however, that the following acquisitions shall not constitute a Change in Control of the Institution or Company: ( 1 ) any acquisition directly from the Holding Company within the meaning (excluding an acquisition by virtue of the Home Owners' Loan Act exercise of 1933a conversion privilege), as amended, the Federal Deposit Insurance Act, and the Rules and Regulations promulgated (2) any acquisition by the Office of Thrift Supervision Company, (or its predecessor agency), as in effect on the date hereof (provided, that in applying the definition of change in control as set forth under the rules and regulations of the OTS, the Board shall substitute its judgment for that of the OTS); or (iii) without limitation such a Change in Control shall be deemed to have occurred at such time as (A3) any "person" (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) 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 Holding Company representing 20% or more of the Institution's or the Holding Company's outstanding voting securities or right to acquire such securities except for any voting securities of the Institution purchased by the Holding Company and any voting securities purchased acquisition by any employee benefit plan of (or related trust) sponsored or maintained by the Holding Company or its Subsidiariesany corporation controlled by the Company, or (4) any acquisition by any corporation pursuant to a reorganization, merger or consolidation, if, following such reorganization, merger or consolidation, the conditions described in clauses (A), (B) individuals who and (C) of subsection (c) of this Section are satisfied; or (b) Individuals who, as of the effective date of this Plan, constitute the Board on of Directors of the date hereof Company (the "Incumbent BoardBoard of the Company") cease for any reason to constitute at least a majority thereofof the Board of Directors of the Company; provided, provided however, that any person individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company's shareholders, was approved by a vote of at least three-quarters a majority of the directors then comprising the Incumbent Board, or whose nomination for election by Board of the Company's stockholders was approved by a Nominating Committee solely composed of members which are Incumbent Board members, Company shall be, for purposes of this clause (B), be considered as though he such individual were a member of the Incumbent BoardBoard of the Company, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (as contemplated by Rule 14a-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 of the Company; or (Cc) Approval by the shareholders of the Company of a reorganization (including a plan of reorganizationreorganization under applicable bankruptcy law), merger, merger or consolidation, sale of all or substantially all the assets of the Institution or the Holding Company or similar transaction occurs or is effectuated in which the Institution or Holding Company is not the resulting entity; providedeach case, howeverunless, that following such an event listed above will be deemed to have occurred or to have been effectuated upon the receipt of all required federal regulatory approvals not including the lapse of any statutory waiting periods, or (D) a proxy statement has been distributed soliciting proxies from stockholders of the Holding Company, by someone other than the current management of the Holding Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Holding Company or Institution with one or consolidation, (A) more corporations as a result of which the outstanding shares of the class of securities then subject to such plan or transaction are exchanged for or converted into cash or property or securities not issued by the Institution or the Holding Company shall be distributed, or (E) a tender offer is made for 20% or more of the voting securities of the Institution or Holding Company then outstanding.than

Change in Control. (a) No benefit shall be payable under this Section 5 unless there shall have been Change in Control of the Bank or the Holding Company. For purposes of this Agreement, a "Change in Control" of the Bank or Holding Company or the Institution shall mean an event of a nature that: (i) would be required to be reported in response to Item 1(a) I of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 0000 1934, as amended (xxx the "Xxxxxxxx XxxExchange Act"); or (ii) results in a Change in Control of the Institution Bank or the Holding Company within the meaning of the Home Owners' Loan Change in Bank Control Act of 1933, as amended, the Federal Deposit Insurance Act, and the Rules and Regulations promulgated by the Office Federal Deposit Insurance Corporation ("FDIC") at 12 C.F.R. ss.303.4(a) with respect to the Bank and the Board of Thrift Supervision Governors of the Federal Reserve System ("FRB") at 12 C.F.R. ss.225.41(b) with respect to the Holding Company, as in effect on the date hereof; or its predecessor agency)(iii) results in a transaction requiring prior FRB approval under the Bank Holding Company Act of 1956 and the regulations promulgated thereunder by the FRB at 12 C.F.R. ss.225.11, as in effect on the date hereof (provided, that in applying except for the definition of change in control as set forth under the rules and regulations Holding Company's acquisition of the OTS, the Board shall substitute its judgment for that of the OTS)Bank; or (iiiiv) without limitation such a Change in Control shall be deemed to have occurred at such time as (A) any "person" (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) 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 Bank or the Holding Company representing 20% or more of the InstitutionBank's or the Holding Company's outstanding voting securities or right to acquire such securities except for any voting securities of the Institution Bank purchased by the Holding Company and any voting securities purchased by any employee benefit plan of the Bank or the Holding Company or its SubsidiariesCompany, or (B) individuals who constitute the Board on the date 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 directors comprising the Incumbent Board, or whose nomination for election by the Holding Company's stockholders was approved by a the same Nominating Committee solely composed of members which are serving under an Incumbent Board membersBoard, shall be, for purposes of this clause (B), considered as though he were a member of the Incumbent Board, or (C) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Institution Bank or the Holding Company or similar transaction occurs or is effectuated in which the Institution Bank or Holding Company is not the resulting entity; provided, however, that such an event listed above will be deemed to have occurred or to have been effectuated upon the receipt of all required federal regulatory approvals not including the lapse of any statutory waiting periods, or (D) a proxy statement has been shall be distributed soliciting proxies from stockholders shareholders of the Holding Company, by someone other than the current management of the Holding Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Holding Company or Institution Bank or similar transaction with one or more corporations as a result of which the outstanding shares of the class of securities then subject to such plan or transaction are exchanged for or converted into cash or property or securities not issued by the Institution or the Holding Company shall be distributed, or (E) a tender offer is made for 20% or more of the voting securities of the Institution or Holding Company then outstanding.as

Change in Control. (a) No benefit shall be payable under this Section 5 unless there shall have been a Change in Control of the Bank or the Holding Company, as set forth below. For purposes of this Agreement, a "“Change in Control" ” of the Bank or the Holding Company or the Institution shall mean an event of a nature that: that (i) would be required to be reported in response to Item 1(a5.01(a) of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 0000 1934 (xxx "Xxxxxxxx Xxx"the “Exchange Act”); , were the Bank to be subject to such Act, or (ii) results in a Change in Control of the Institution Bank or the Holding Company within the meaning of the Home Owners' Loan Act of 1933Change In Bank Control Act, as amended, the Federal Deposit Insurance Act, amended and the Rules applicable rules and Regulations regulations promulgated by the Office of Thrift Supervision (or its predecessor agency), thereunder as in effect on at the date hereof (provided, that in applying the definition of change in control as set forth under the rules and regulations time of the OTS, the Board shall substitute its judgment for that of the OTS)Change in Control; or (iii) without limitation such a Change in Control shall be deemed to have occurred at such time as (Aa) any "“person" ” (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the "a “beneficial owner" ” (as defined in Rule 13d-3 under of the Exchange Act), ) directly or indirectly, of voting securities of the Institution Bank or the Holding Company representing 2025% or more of the Institution's or the Holding Company's any class of their outstanding voting securities or right to acquire such securities except for any voting securities of the Institution purchased by the Holding Company and any voting securities purchased by any Bank’s employee benefit stock ownership plan of the Holding Company or its Subsidiaries, or trust; (Bb) individuals who constitute the Board of the Bank or the Holding Company on the date 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 directors comprising the Incumbent Board, or whose nomination for election by the Company's stockholders was approved by a Nominating Committee solely composed of members which are Incumbent Board members, shall be, for purposes of this clause ; (B), considered as though he were a member of the Incumbent Board, or (Cc) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Institution Bank or the Holding Company or similar transaction occurs or is effectuated in which the Institution Bank or the Holding Company is not the resulting entitysurviving institution occurs; provided, however, that such an event listed above will be deemed to have occurred or to have been effectuated upon the receipt of all required federal regulatory approvals not including the lapse of any statutory waiting periods, or (Dd) a proxy statement has been distributed soliciting proxies from stockholders of the Bank or the Holding Company, Company by someone other than the then current management Board of Directors of the Bank or the Holding Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Bank or the Holding Company or Institution similar transaction with one or more corporations as a result of which the outstanding shares of the class common stock of securities then subject to such plan the Bank or transaction the Holding Company are exchanged for or converted into cash or property or securities not issued by the Institution Bank or the Holding Company shall be distributed, Company; or (Ee) a tender offer is made for 2025% or more of the voting securities of the Institution Bank or the Holding Company then outstandingand the shareholders owning beneficially or of record 25% or more of the outstanding securities of the Bank or the Holding Company have tendered or offered to sell their shares pursuant to such tender offer and such tendered shares have been accepted by the tender offeror. Notwithstanding anything in this subsection to the contrary, a Change in Control shall not be deemed to have occurred either (i) upon the conversion of the MHC to stock form or any similar transaction or (ii) any public stock offering by the Bank or the Holding Company.

Change in Control. (a) For purposes of this Agreement, a "Change in Control" of the Holding Company or the Institution Bank shall mean an event of a nature that: (i) would be required to be reported in response to Item 1(a) of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 0000 (xxx "Xxxxxxxx Xxx"); or (ii) results in a Change in Control of the Institution Bank or the Holding Company within the meaning of the Home Owners' Loan Change in Bank Control Act of 1933, as amended, and the Rules and Regulations promulgated by the Federal Deposit Insurance ActCorporation ("FDIC") at 12 C.F.R. (S)303.4(a), with respect to the Bank, and the Rules and Regulations promulgated by the Office of Thrift Supervision ("OTS") (or its predecessor agency), with respect to the Holding Company, as in effect on the date hereof (provided, that in applying the definition of change in control as set forth under the rules and regulations of the OTS, the Board shall substitute its judgment for that of the OTS)this Agreement; or (iii) without limitation such a Change in Control shall be deemed to have occurred at such time as (A) any "person" (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) 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 Bank or the Holding Company representing 20% or more of the InstitutionBank's or the Holding Company's outstanding voting securities or right to acquire such securities except for any voting securities of the Institution Bank purchased by the Holding Company and any voting securities purchased by any employee benefit plan of the Holding Company or its Subsidiaries, or (B) individuals who constitute the Board on the date 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 directors comprising the Incumbent Board, or whose nomination for election by the Holding Company's stockholders was approved by a Nominating Committee solely composed of members which are Incumbent Board members, shall be, for purposes of this clause (B), considered as though he were a member of the Incumbent Board, or (C) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Institution Bank or the Holding Company or similar transaction occurs or is effectuated in which the Institution Bank or Holding Company is not the resulting entity; provided, however, that such an event listed above will be deemed to have occurred or to have been effectuated upon the receipt of all required federal regulatory approvals not including the lapse of any statutory waiting periods, or (D) a proxy statement has been distributed soliciting proxies from stockholders of the Holding Company, by someone other than the current management of the Holding Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Holding Company or Institution Bank with one or more corporations as a result of which the outstanding shares of the class of securities then subject to such plan or transaction are exchanged for or converted into cash or property or securities not issued by the Institution Bank or the Holding Company shall be distributed, or (E) a tender offer is made for 20% or more of the voting securities of the Institution Bank or Holding Company then outstanding.

Change in Control. (a) For purposes of this AgreementPlan, a "Change in Control" of the Holding Company or the Institution shall mean an event of a nature that: ; (i) would be required to be reported in response to Item 1(a) of the current report Current Report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 0000 (xxx "Xxxxxxxx Xxx"); or (ii) results in a Change in Control of the Institution or the Holding Company within the meaning of the Home Owners' Loan Act of 1933, as amended, the Federal Deposit Insurance Act, and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency), as in effect on the date hereof (provided, that in applying the definition of change in control as set forth under the rules and regulations of the OTS, the Board shall substitute its judgment for that of the OTS); or (iii) without limitation such a Change in Control shall be deemed to have occurred at such time as (A) any "person" (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) 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 Holding Company representing 20% or more of the Institution's or the Holding Company's outstanding voting securities or the right to acquire such securities except for any voting securities of the Institution purchased by the Holding Company and any voting securities purchased by any employee benefit plan of the Holding Company Company's or its Subsidiaries, '; or (B) individuals who constitute the Board on the date 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 directors comprising the Incumbent Board, or whose nomination for election by the Company's stockholders was approved by a Nominating Committee solely composed of members which are Incumbent Board members, shall be, for purposes of this clause (B), considered as though he were a member of the Incumbent Board, ; or (C) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Institution or the Holding Company or similar transaction occurs or is effectuated in which the Institution or Holding Company is not the resulting entity; provided, however, that such an event listed above will be deemed to have occurred or to have been effectuated upon the receipt of all required federal regulatory approvals approvals, not including the lapse of any statutory waiting periods, ; or (D) a proxy statement has been shall be distributed soliciting proxies from stockholders of the Holding Company, by someone other than the current management of the Holding Company, seeking stockholder approval of O{ a plan of reorganization, merger or consolidation of the Holding Company or Institution with one or more corporations as a result of which the outstanding shares of the class of securities then subject to such plan or transaction are exchanged for or converted into cash or property or securities not issued by the Institution or the Holding Company shall be distributed, ; or (E) a tender offer is made for 20% or more of the voting securities of the Institution or the Holding Company then outstanding.. #27938/February 10, 1995 4

Change in Control. By Xxxxx, at his discretion, within six (a6) months of the effective date of a Change in Control. For purposes the purpose of this Agreement, a "“Change in Control" of the Holding Company or the Institution ” shall mean an event of a nature that: mean, with respect to (i) would be required to be reported in response to Item 1(a) United, Bank or such affiliate for whom Xxxxx is performing services at the time of the current report on Form 8-K, as Change in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 0000 (xxx "Xxxxxxxx Xxx")Control Event; or (ii) results in a Change in Control of United, Bank or such affiliate that is liable for the Institution payment to Xxxxx hereunder, or under that certain Amended and Restated Supplemental Retirement Agreement between United and Xxxxx effective January 1, 2005 (hereinafter the Holding Company within “Supplemental Agreement,”) as the meaning of case may be, (or all corporations liable for the Home Owners' Loan Act of 1933payment if more than one corporation is liable) but only if either the payment under this Agreement or said Supplemental Agreement, as amendedthe case may be, is attributable to the Federal Deposit Insurance Act, and the Rules and Regulations promulgated performance of service by the Office of Thrift Supervision (Xxxxx for United or its predecessor agency)for such Bank or Affiliate, as in effect on the date hereof (providedcase may be, that is liable for the payment to Xxxxx hereunder or under said Supplemental Agreement, as the case may be, or there is a bona fide business purpose for United or for such Bank or Affiliate, as the case may be, that is liable for the payment to Xxxxx hereunder, or under said Supplemental Agreement, as the case may be, to be liable for such payment and, in applying either case, no significant purpose of making United or for such Bank or Affiliate, as the definition case may be, that is liable for the payment to Xxxxx hereunder, or under said Supplemental Agreement, as the case may be, liable for such payment is the avoidance of change in control as set forth under the rules and regulations of the OTS, the Board shall substitute its judgment for that of the OTS)Federal Income tax; or (iii) without limitation such a corporation that is a majority shareholder of a corporation identified in paragraph (i) or (ii) of this section, or any corporation in a chain of corporations in which each corporation is a majority shareholder of another corporation in the chain, ending in a corporation identified in paragraph (i) or (ii) of this section, a Change in Ownership or Effective Control shall be deemed to have occurred at such time as (A) any "person" (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (corporation, as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of voting securities Section 409A of the Institution Code, and the regulations or the Holding Company representing 20% or more of the Institution's or the Holding Company's outstanding voting securities or right to acquire such securities except for any voting securities of the Institution purchased by the Holding Company and any voting securities purchased by any employee benefit plan of the Holding Company or its Subsidiaries, or (B) individuals who constitute the Board on the date 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 directors comprising the Incumbent Board, or whose nomination for election by the Company's stockholders was approved by a Nominating Committee solely composed of members which are Incumbent Board members, shall be, for purposes of this clause (B), considered as though he were a member of the Incumbent Board, or (C) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Institution or the Holding Company or similar transaction occurs or is effectuated in which the Institution or Holding Company is not the resulting entity; provided, however, that such an event listed above will be deemed to have occurred or to have been effectuated upon the receipt of all required federal regulatory approvals not including the lapse of any statutory waiting periods, or (D) a proxy statement has been distributed soliciting proxies from stockholders of the Holding Company, by someone other than the current management of the Holding Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Holding Company or Institution with one or more corporations as a result of which the outstanding shares of the class of securities then subject to such plan or transaction are exchanged for or converted into cash or property or securities not guidance issued by the Institution or Internal Revenue Service thereunder, meeting the Holding Company shall be distributed, or (E) a tender offer is made for 20% or more requirements of such Change in Ownership of the voting securities corporation or Change in Effective Control of the Institution or Holding Company then outstandingcorporation as a “Change in Control Event” thereunder.

Change in Control. (a) For purposes of this Agreement, a "Change in Control" of the Holding Company or the Institution shall mean an event of a nature that: (i) would be required to be reported in response to Item 1(a) of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 0000 (xxx "Xxxxxxxx Xxx"); or (ii) results in a Change in Control of the Institution or the Holding Company within the meaning of the Home Owners' Loan Act of 1933, as amended, the Federal Deposit Insurance Act, and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency), as in effect on the date hereof (provided, that in applying the definition of change in control as set forth under the rules and regulations of the OTS, the Board shall substitute its judgment for that of the OTS)hereof; or (iii) without limitation such a Change in Control shall be deemed to have occurred at such time as (A) any "person" (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) 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 Holding Company representing 20% or more of the Institution's or the Holding Company's outstanding voting securities or right to acquire such securities except for any voting securities of the Institution purchased by the Holding Company and any voting securities purchased by any employee benefit plan of the Holding Company or its Subsidiaries, or (B) individuals who constitute the Board on the date 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 directors comprising the Incumbent Board, or whose nomination for election by the Company's stockholders was approved by a Nominating Committee solely composed of members which are Incumbent Board members, shall be, for purposes of this clause (B), considered as though he were a member of the Incumbent Board, or (C) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Institution or the Holding Company or similar transaction occurs or is effectuated in which the Institution or Holding Company is not the resulting entity; provided, however, that such an event listed above will be deemed to have occurred or to have been effectuated upon the receipt of all required federal regulatory approvals not including the lapse of any statutory waiting periods, or (D) a proxy statement has been shall be distributed soliciting proxies from stockholders of the Holding Company, by someone other than the current management of the Holding Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Holding Company or Institution with one or more corporations as a result of which the outstanding shares of the class of securities then subject to such plan or transaction are exchanged for or converted into cash or property or securities not issued by the Institution or the Holding Company shall be distributed, or (E) a tender offer is made for 20% or more of the voting securities of the Institution or Holding Company then outstanding.

Change in Control. (a) For purposes of this Agreement, a "Change in Control" of the Holding Company or the Institution shall mean an event a change in control of a nature that: (i) would be required to be reported in response to Item 1(a) of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 0000 (xxx "Xxxxxxxx Xxx"); or (ii) results in a Change in Control of the Institution Bank or the Holding Company within the meaning of the Home Owners' Loan Act of 1933Act, as amended, the Federal Deposit Insurance Actamended ("HOLA"), and the Rules applicable rules and Regulations regulations promulgated by the Office of Thrift Supervision (or its predecessor agency)thereunder, as in effect on at the date hereof (provided, that in applying the definition of change in control as set forth under the rules and regulations time of the OTS, the Board shall substitute its judgment for that of the OTS)Change in Control; or (iii) without limitation such a Change in Control shall be deemed to have occurred at such time as (Aa) any "person" (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) 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 Holding Company representing 2025% or more of the Institution's or the Holding combined voting power of Company's outstanding voting securities or right to acquire such securities except for any voting securities of the Institution purchased by the Holding Company and any voting securities purchased by any Bank's employee benefit stock ownership plan of the Holding Company or its Subsidiaries, trust; or (Bb) individuals who constitute the Board on the date 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 directors comprising the Incumbent Board, or whose nomination for election by the Company's stockholders was approved by a the same Nominating Committee solely composed of members which are serving under an Incumbent Board membersBoard, shall be, for purposes of this clause (Bb), considered as though he were a member of the Incumbent Board, ; or (Cc) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Institution Bank or the Holding Company or similar transaction occurs or is effectuated in which the Institution Bank or Holding Company is not the resulting entitysurviving institution occurs; provided, however, that such an event listed above will be deemed to have occurred or to have been effectuated upon the receipt of all required federal regulatory approvals not including the lapse of any statutory waiting periods, or (Dd) a proxy statement has been distributed soliciting proxies from stockholders of the Holding Company, by someone other than the current management of the Holding Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Holding Company or Institution similar transaction with one or more corporations as a result of which the outstanding shares of the class of securities then subject to such plan or transaction the Plan are to be exchanged for or converted into cash or property or securities not issued by the Institution or the Holding Company shall be distributed, Company; or (Ee) a tender offer is made for 2025% or more of the voting securities of the Institution Company and the shareholders owning beneficially or Holding of record 25% or more of the outstanding securities of the Company then outstandinghave tendered or offered to sell their shares pursuant to such tender offer and such tendered shares have been accepted by the tender offeror.

Change in Control. (a) For purposes of this Agreement, a "Change in Control" of the Holding Company or the Institution Bank shall mean an event of a nature that: (i) would be required to be reported in response to Item 1(a) 1 of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 0000 1934, as amended (xxx the "Xxxxxxxx XxxExchange Act"); or (ii) results in a Change in Control of the Institution Holding Company or the Holding Company Bank within the meaning of the Home Owners' Loan Act of 1933, as amended, the Federal Deposit Insurance Act, Act and the Rules and Regulations promulgated by the Office of Thrift Supervision OTS (or its predecessor agency), as in effect on the date hereof (provided, that in applying the definition of change in control as set forth under the rules and regulations of the OTS, the Board shall substitute its judgment for that of the OTS); or (iii) without limitation such a Change in Control shall be deemed to have occurred at such time as (A) any "person" (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) 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 Holding Company or the Holding Company Bank representing 20% or more of the InstitutionHolding Company's or the Holding CompanyBank's outstanding voting securities or right to acquire such securities except for any voting securities of the Institution Bank purchased by the Holding Company and any voting securities purchased by any employee benefit plan Benefit Plan of the Holding Company or its Subsidiariesthe Bank, or (B) individuals who constitute the Board on the date 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 directors comprising the Incumbent Board, or whose nomination for election by the Holding Company's stockholders was approved by a the same Nominating Committee solely composed of members which are serving under an Incumbent Board membersBoard, shall be, for purposes of this clause (B), considered as though he were a member of the Incumbent Board, or (C) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Institution Holding Company or the Bank or similar transaction occurs in which the Holding Company or similar transaction occurs or is effectuated in which the Institution or Holding Company Bank is not the resulting entity; provided, however, that such an event listed above will be deemed to have occurred or to have been effectuated upon the receipt of all required federal regulatory approvals not including the lapse of any statutory waiting periods, or (D) a proxy statement has been distributed soliciting proxies from stockholders of the Holding Company, by someone other than the current management of the Holding Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Holding Company or Institution with one or more corporations as a result of which the outstanding shares of the class of securities then subject to such plan or transaction are exchanged for or converted into cash or property or securities not issued by the Institution or the Holding Company shall be distributed, or (E) a tender offer is made for 20% or more of the voting securities of the Institution or Holding Company then outstanding.