Common use of Accelerated Vesting Upon a Change in Control Clause in Contracts

Accelerated Vesting Upon a Change in Control. (a) All outstanding options, if any, granted to you by the Board under any of the Company’s stock option plans, incentive plans, or other similar plans (or options substituted therefor covering the stock of a successor corporation) shall become fully vested and exercisable upon a Change in Control as to all shares of stock covered thereby, and the restricted period with respect to any restricted stock or any other equity award granted to you thereunder shall lapse and such shares shall be distributed to you immediately upon a Change in Control. (b) All unpaid awards under the Senior Management Value Sharing Plan (“Value Sharing Plan”) will be payable at the higher of their target value as established by the Executive Compensation Committee of the Board (the “Committee”) or their value calculated under the terms of the Value Sharing Plan based on the average annual growth in Earnings per Share (as such term is defined in the Value Sharing Plan) and the average Tangible Return on Equity (as such term is defined in the Value Sharing Plan) from the inception of each Plan Period (as such term is defined in the Value Sharing Plan) through the fiscal quarter ending prior to the effective date of the Change of Control. Any such payments will be pro-rated based on multiplying them times a fraction, the numerator of which is the number of quarters completed in the performance cycle and the denominator of which is the original number of quarters in the performance cycle called for in the Value Sharing Plan.

Accelerated Vesting Upon a Change in Control. (a) All outstanding options, if any, granted to you by the Board ("Options") under any of the Company’s 's stock option plans, incentive plans, or other similar plans (or options substituted therefor therefore covering the stock of a successor corporation) shall become fully vested and exercisable upon a immediately prior to the Change in Control as to all shares of stock covered thereby, and the restricted period with respect to any restricted stock or any other equity award granted to you thereunder shall lapse and such shares shall be distributed to you immediately upon a prior to the Change in Control. (b) All all unpaid awards under the Senior Management Value Sharing Plan (“Value Sharing Plan”) Awards will be payable at the higher of their target value as established by the Executive Compensation Committee of the Board (the “"Committee”") or their value calculated under the terms of the Value Sharing Plan based on the average annual growth in Earnings per Share (as such term is defined in the Value Sharing Plan) and the average Tangible Return on Equity (as such term is defined in the Value Sharing Plan) from the inception of each Plan Period (as such term is defined in the Value Sharing Plan) through the fiscal quarter ending prior to the effective date of the Change of Control. Any such payments will be pro-rated based on multiplying them times a fraction, the numerator of which is the number of quarters completed in the performance cycle and the denominator of which is the original number of quarters in the performance cycle called for in the Value Sharing Planplan. The payments described in this Section 3(b) shall be paid in a single lump sum within 30 days following the Change in Control (with the actual payment date during such 30-day period to be determined in the Company's sole discretion).

Accelerated Vesting Upon a Change in Control. (a) All outstanding options, if any, granted to you by the Board (“Options”) under any of the Company’s stock option plans, incentive plans, or other similar plans (or options substituted therefor therefore covering the stock of a successor corporation) shall become fully vested and exercisable upon a immediately prior to the Change in Control as to all shares of stock covered thereby, and the restricted period with respect to any restricted stock or any other equity award granted to you thereunder shall lapse and such shares shall be distributed to you immediately upon a prior to the Change in Control. (b) All all unpaid awards under the Senior Management Value Sharing Plan (“Value Sharing Plan”) Awards will be payable at the higher of their target value as established by the Executive Compensation Committee of the Board (the “Committee”) or their value calculated under the terms of the Value Sharing Plan based on the average annual growth in Earnings per Share (as such term is defined in the Value Sharing Plan) and the average Tangible Return on Equity (as such term is defined in the Value Sharing Plan) from the inception of each Plan Period (as such term is defined in the Value Sharing Plan) through the fiscal quarter ending prior to the effective date of the Change of Control. Any such payments will be pro-rated based on multiplying them times a fraction, the numerator of which is the number of quarters completed in the performance cycle and the denominator of which is the original number of quarters in the performance cycle called for in the Value Sharing Planplan. The payments described in this Section 3(b) shall be paid in a single lump sum within 30 days following the Change in Control (with the actual payment date during such 30-day period to be determined in the Company’s sole discretion).

Accelerated Vesting Upon a Change in Control. (a) All outstanding options, if any, granted to you by the Board (“Options”) under any of the Company’s stock option plans, incentive plans, or other similar plans (or options substituted therefor therefore covering the stock of a successor corporation) shall become fully vested and exercisable upon a immediately prior to the Change in Control as to all shares of stock covered thereby, and the restricted period with respect to any restricted stock or any other equity award granted to you thereunder shall lapse and such shares shall be distributed to you immediately upon a prior to the Change in Control. (b) All unpaid awards under the Senior Management Value Sharing Plan (“Value Sharing Plan”) Awards will be payable at the higher of their target value as established by the Executive Compensation Committee of the Board (the “Committee”) or their value calculated under the terms of the Value Sharing Plan based on the average annual growth in Earnings per Share (as such term is defined in the Value Sharing Plan) and the average Tangible Return on Equity (as such term is defined in the Value Sharing Plan) from the inception of each Plan Period (as such term is defined in the Value Sharing Plan) through the fiscal quarter ending prior to the effective date of the Change of Control. Any such payments will be pro-rated based on multiplying them times a fraction, the numerator of which is the number of quarters completed in the performance cycle and the denominator of which is the original number of quarters in the performance cycle called for in the Value Sharing Planplan. The payments described in this Section 3(b) shall be paid in a single lump sum within 30 days following the Change in Control (with the actual payment date during such 30-day period to be determined in the Company’s sole discretion).

Accelerated Vesting Upon a Change in Control. (a) All outstanding options, if any, granted to you by the Board under any of the Company’s stock option plans, incentive plans, or other similar plans (or options substituted therefor covering the stock of a successor corporation) shall become fully vested and exercisable upon a Change in Control as to all shares of stock covered thereby, and the restricted period with respect to any restricted stock or any other equity 4 award granted to you thereunder shall lapse and such shares shall be distributed to you immediately upon a Change in Control. (b) All unpaid awards under the Senior Management Value Sharing Plan (“Value Sharing Plan”) will be payable at the higher of their target value as established by the Executive Compensation Committee of the Board (the “Committee”) or their value calculated under the terms of the Value Sharing Plan based on the average annual growth in Earnings per Share (as such term is defined in the Value Sharing Plan) and the average Tangible Return on Equity (as such term is defined in the Value Sharing Plan) from the inception of each Plan Period (as such term is defined in the Value Sharing Plan) through the fiscal quarter ending prior to the effective date of the Change of Control. Any such payments will be pro-rated based on multiplying them times a fraction, the numerator of which is the number of quarters completed in the performance cycle and the denominator of which is the original number of quarters in the performance cycle called for in the Value Sharing Plan.