Common use of Exception for Termination after a Change in Control Clause in Contracts

Exception for Termination after a Change in Control. Notwithstanding the general rule contained in Section 7.01 above, all Plan Shares subject to a Plan Share Award held by a recipient shall be deemed to be immediately 100% earned and non-forfeitable in the event of a "change in control" or "imminent change in control" of the Association and shall be distributed as soon as practicable thereafter. For purposes of this Plan, "change in control" shall mean: (i) the execution of an agreement for the sale of all, or a material portion, of the assets of the Association; (ii) the execution of an agreement for a merger or recapitalization of the Association or any merger or recapitalization whereby the Association is not the surviving entity; (iii) a change of control of the Association, 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 Section 13(d) of the 1934 Act and the rules and regulations promulgated thereunder) of twenty-five percent (25%) or more of the outstanding voting securities of the Association by any person, trust, entity or group. This limitation shall not apply to the purchase of shares of up to 25% of any class of securities of the Association by a tax-qualified employee stock benefit plan which is exempt from the approval requirements, set forth under 12 C.F.R. ss.574.3(c)(1)(vi) as now in effect or as may hereafter be amended, or the ownership of any class of securities in any amount by the Parent of the Association. The term "person" 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. For purposes of this section, "imminent change in control" shall refer to any offer or announcement, oral or written, by any person or persons acting as a group, to acquire control of the Association. The decision of the Committee as to whether a change in control or imminent change in control has occurred shall be conclusive and binding.

Exception for Termination after a Change in Control. Notwithstanding the general rule contained in Section 7.01 above, all Plan Shares subject to a Plan Share Award held by a recipient shall be deemed to be immediately 100% earned and non-forfeitable in the event of a "change in control" or "imminent change in control" of the Association Savings Bank and shall be distributed as soon as practicable thereafter. For purposes of this Plan, "change in control" shall mean: (i) the execution of an agreement for the sale of all, or a material portion, of the assets of the AssociationSavings Bank; (ii) the execution of an agreement for a merger or recapitalization of the Association Savings Bank or any merger or recapitalization whereby the Association Savings Bank is not the surviving entity; (iii) a change of control of the AssociationSavings Bank, 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 Section 13(d) of the 1934 Act and the rules and regulations promulgated thereunder) of twenty-five percent (25%) or more of the outstanding voting securities of the Association Savings Bank by any person, trust, entity or group. This limitation shall not apply to the purchase of shares of up to 25% of any class of securities of the Association by a tax-qualified employee stock benefit plan which is exempt from the approval requirements, set forth under 12 C.F.R. ss.574.3(c)(1)(vi) as now in effect or as may hereafter be amended, or the ownership of any class of securities in any amount by the Parent of the Association. The term "person" 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. For purposes of this section, "imminent change in control" shall refer to any offer or announcement, oral or written, by any person or persons acting as a group, to acquire control of the AssociationSavings Bank. The decision of the Committee as to whether a change in control or imminent change in control has occurred shall be conclusive and binding.

Exception for Termination after a Change in Control. Notwithstanding the general rule contained in Section 7.01 above, all Plan Shares subject to a Plan Share Award held by a recipient Recipient shall be deemed to be immediately 100% earned and non-forfeitable in the event of a "change in control" or "imminent change in control" of the Parent or Savings Association and shall be distributed as soon as practicable thereafter; provided that such accelerated vesting is not inconsistent with applicable regulations of the OTS at the time of such change in control. For purposes of this Plan, "change in control" shall mean: (i) the execution of an agreement for the sale of all, or a material portion, of the assets of the Parent or Savings Association; (ii) the execution of an agreement for a merger or recapitalization of the Parent or Savings Association or any merger or recapitalization whereby the Parent or Savings Association is not the surviving entity; (iii) a change of control of the Parent or Savings Association, 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 Section 13(d) of the 1934 Act and the rules and regulations promulgated thereunder) of twenty-five percent (25%) or more of the outstanding voting securities of the Parent or Savings Association by any person, trust, entity or group. This limitation shall not apply to the purchase of shares of up to 25% of any class of securities of the Parent or Savings Association by a tax-qualified employee stock benefit plan which is exempt from the approval requirements, set forth under 12 C.F.R. ss.574.3(c)(1)(vi) as now in effect or as may hereafter be amended, or the ownership of any class of securities in any amount by the Parent of the Association. The term "person" 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. For purposes of this section, "imminent change in control" shall refer to any offer or announcement, oral or written, by any person or persons acting as a group, to acquire control of the Association. The decision of the Committee as to whether a change in control or imminent change in control has occurred shall be conclusive and binding.

Exception for Termination after a Change in Control. Notwithstanding the general rule contained in Section 7.01 above, all Plan Shares subject to a Plan Share Award held by a recipient Recipient shall be deemed to be immediately 100% earned and non-forfeitable in the event of a "change in control" or "imminent change in control" of the Association Parent or Savings Bank and shall be distributed as soon as practicable thereafter; provided that such accelerated vesting is not inconsistent with applicable regulations of the OTS or other appropriate banking regulator at the time of such change in control. For purposes of this Plan, "change in control" shall mean: (i) the execution of an agreement for the sale of all, or a material portion, of the assets of the AssociationParent or Savings Bank; (ii) the execution of an agreement for a merger or recapitalization of the Association Parent or Savings Bank or any merger or recapitalization whereby the Association Parent or Savings Bank is not the surviving entity; (iii) a change of in control of the AssociationParent or Savings Bank, 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 Section 13(d) of the 1934 Act and the rules and regulations promulgated thereunder) of twenty-five percent (25%) or more of the outstanding voting securities of the Association Parent or Savings Bank by any person, trust, entity or group. This limitation shall not apply to the purchase of shares of up to 25% of any class of securities of the Association Parent or Savings Bank by a tax-qualified employee stock benefit plan which is exempt from the approval requirements, set forth under 12 C.F.R. ss.574.3(c)(1)(vi) as now in effect or as may hereafter be amended, or the ownership of any class of securities in any amount by the Parent of the Association. The term "person" 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. For purposes of this section, "imminent change in control" shall refer to any offer or announcement, oral or written, by any person or persons acting as a group, to acquire control of the Association. The decision of the Committee as to whether a change in control or imminent change in control has occurred shall be conclusive and binding.