Common use of Change in Control Defined Clause in Contracts

Change in Control Defined. A “Change in Control” shall be deemed to occur upon the earliest to occur after the date of this Agreement of any of the following events; (a) Any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Corporation representing more than fifty percent (50%) of the total voting power represented by the Corporation’s then-outstanding voting securities; (b) The consummation of the sale or disposition by the Corporation of all or substantially all of the Corporation’s assets; (c) The consummation of a merger or consolidation of the Corporation with or into any other entity, other than a merger or consolidation which would result in the voting securities of the Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) more than fifty percent (50%) of the total voting power represented by the voting securities of the Corporation or such surviving entity or its parent outstanding immediately after such merger or consolidation; or (d) Individuals who are members of the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the members of the Board over a period of 12 months; provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall, for purposes of this Plan, be considered as a member of the Incumbent Board. A transaction shall not constitute a Change in Control if its sole purpose is to change the state of the Corporation’s incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held the Corporation’s securities immediately before such transaction.

Change in Control Defined. A “Change in Control” means, and shall be deemed to occur upon the earliest to occur have occurred if, on or after the date of this Agreement of Effective Date, (i) any of the following events; (a) Any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (amended) or group acting in concert, other than a trustee or other fiduciary holding securities under an employee benefit plan of the “Exchange Act”)) Company acting in such capacity or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange under said Act), directly or indirectly, of securities of the Corporation Company representing more than fifty percent (50%) of the total voting power represented by the CorporationCompany’s then-then outstanding voting securities; , (bii) The consummation during any twelve (12)-month period, individuals who at the beginning of such period constitute the Board and any new director whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two thirds (2/3) of the sale or disposition by directors then still in office who either were directors at the Corporation of all or substantially all beginning of the Corporation’s assets; period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof, (ciii) The the consummation of a merger or consolidation of the Corporation Company with or into any other entity, corporation other than a merger or consolidation which that would result in the voting securities of the Corporation Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parententity) more than at least fifty percent (50%) of the total voting power represented by the voting securities of the Corporation Company or such surviving entity or its parent outstanding immediately after such merger or consolidation; or consolidation or (div) Individuals who are members the sale or disposition by the Company of (in one (1) transaction or a series of related transactions) all or substantially all of the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the members of the Board over a period of 12 months; provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall, for purposes of this Plan, be considered as a member of the Incumbent Board. A transaction shall not constitute a Change in Control if its sole purpose is to change the state of the CorporationCompany’s incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held the Corporation’s securities immediately before such transactionassets.

Change in Control Defined. A “For purposes of this Agreement, a "Change in Control” " of the Bank or Company shall mean a Change in Control of a nature that (i) would be required to be reported in response to Item 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 Bank or the Company within the meaning of the Home Owners Loan Act, as amended, and applicable rules and regulations promulgated there under, as in effect at the time of the Change in Control (collectively, the “HOLA”); or (iii) without limitation such a Change in Control shall be deemed to occur upon the earliest to occur after the date of this Agreement of any of the following events; have occurred at such time as (a) Any “any "person” " (as such the term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) is or becomes the “"beneficial owner” " (as defined in Rule 13d-3 of under the Exchange Act), directly or indirectly, of securities of the Corporation Company representing 25% or more than fifty percent (50%) of the total combined voting power represented of Company's outstanding securities except for any securities purchased by the CorporationEmployer’s then-outstanding voting securities; employee stock ownership plan or trust; or (b) The consummation individuals who constitute the Company’s Board of Directors on the sale or disposition by the Corporation of all or substantially all of the Corporation’s assets; (c) The consummation of a merger or consolidation of the Corporation with or into any other entity, other than a merger or consolidation which would result in the voting securities of the Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) more than fifty percent (50%) of the total voting power represented by the voting securities of the Corporation or such surviving entity or its parent outstanding immediately after such merger or consolidation; or (d) Individuals who are members of the Board 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 members of directors comprising the Board over a period of 12 months; providedIncumbent Board, however, that if the appointment or election (or whose nomination for election) of any new Board member election by the Company's stockholders was approved or recommended by a majority vote of the members of the same Nominating Committee serving under an Incumbent Board then still in officeBoard, such new member shallshall be, for purposes of this Planclause (b), be 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 Bank or the Company or similar transaction in which the Bank or Company is not the surviving institution occurs; or (d) a proxy statement soliciting proxies from stockholders of the Company, by someone other than the current management of the Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Company or similar transaction with one or more corporations or financial institutions, and as a result such proxy solicitation a plan of reorganization, merger consolidation or similar transaction involving the Company is approved by the requisite vote of the Company’s stockholders; or (e) a tender offer is made for 25% or more of the voting securities of the Company and the shareholders owning beneficially or of record 25% or more of the outstanding securities of the 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. A transaction Notwithstanding anything to the contrary herein, a “Change in Control” of the Bank or the Company shall not constitute be deemed to have occurred in the event of a Change in Control if its sole purpose is conversion of Pathfinder Bancorp, MHC to change the state of the Corporation’s incorporation or to create a stock holding company that will be owned in substantially the same proportions by the persons who held the Corporation’s securities immediately before such transactionform.

Change in Control Defined. A “Change in Control” means, and shall be deemed to occur upon the earliest to occur have occurred if, on or after the date of this Agreement of Effective Date, (i) any of the following events; (a) Any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (amended) or group acting in concert, other than a trustee or other fiduciary holding securities under an employee benefit plan of the “Exchange Act”)) Company acting in such capacity or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange under said Act), directly or indirectly, of securities of the Corporation Company representing more than fifty percent (50%) of the total voting power represented by the CorporationCompany’s then-then outstanding voting securities; , (bii) The consummation during any twelve (12)-month period, individuals who at the beginning of such period constitute the Board and any new director whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two thirds (2/3) of the sale or disposition by directors then still in office who either were directors at the Corporation of all or substantially all beginning of the Corporation’s assets; period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof, (ciii) The the consummation of a merger or consolidation of the Corporation Company with or into any other entity, corporation other than a merger or consolidation which that would result in the voting securities of the Corporation Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parententity) more than at least fifty percent (50%) of the total voting power represented by the voting securities of the Corporation Company or such surviving entity or its parent outstanding immediately after such merger or consolidation; or consolidation or (div) Individuals who the sale or disposition by the Company of (in one (1) transaction or a series of related transactions) all or substantially all of Exact Sciences Corporation’s assets or (v) Exact Sciences Corporation and its Affiliates are members no longer the “beneficial owner” (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Board Company representing more than fifty percent (the “Incumbent Board”50%) cease for any reason to constitute at least a majority of the members of the Board over a period of 12 months; provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall, for purposes of this Plan, be considered as a member of the Incumbent Board. A transaction shall not constitute a Change in Control if its sole purpose is to change the state of the Corporation’s incorporation or to create a holding company that will be owned in substantially the same proportions total voting power represented by the persons who held the CorporationCompany’s securities immediately before such transactionthen outstanding voting securities.

Change in Control Defined. A “For purposes of this Agreement, a "Change in Control” " shall be deemed to occur upon the earliest to occur after the date of this Agreement of any of the following events;have taken place if: (ai) Any “any "person” " (as such term defined below) is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) or becomes the “"beneficial owner” " (as defined in Rule 13d-3 under the Securities Exchange Act of 1934 (the "Exchange Act")), directly or indirectly, of securities of the Corporation representing 30% or more than fifty percent (50%) of the total voting power represented by the Corporation’s then-'s then outstanding voting securities; (bii) The consummation a change in the composition of the sale or disposition by Board of Directors of the Corporation occurs, as a result of all or substantially all which fewer than two-thirds (2/3) of the Corporation’s assetsincumbent directors are directors who either (A) had been directors of the Corporation on the "look-back date" (as defined below) or (B) were elected, or nominated for election, to the Board of Directors of the Corporation with the affirmative votes of at least a majority of the directors who had been directors of the Corporation on the "look-back date" and who were still in office at the time of the election or nomination; (ciii) The consummation the stockholders of the Corporation approve a merger or consolidation of the Corporation with or into any other entitycorporation, other than a merger or consolidation which would result in the voting securities of the Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parententity) more than fifty percent (50%) at least 80% of the total voting power represented by the voting securities of the Corporation or such surviving entity or its parent outstanding immediately after such merger or consolidation; or (div) Individuals who are members the stockholders of the Board Corporation approve (the “Incumbent Board”A) cease for any reason to constitute at least a majority plan of complete liquidation of the members Corporation or (B) an agreement for the sale or disposition by the Corporation of the Board over a period of 12 months; provided, however, that if the appointment all or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall, for purposes of this Plan, be considered as a member of the Incumbent Board. A transaction shall not constitute a Change in Control if its sole purpose is to change the state substantially all of the Corporation’s incorporation 's assets. For purposes of paragraph (a)(i), the term "person" shall have the same meaning as when used in sections 13(d) and 14(d) of the Exchange Act, but shall exclude (1) a trustee or to create other fiduciary holding securities under an employee benefit plan of the Corporation or of a holding company that will be parent or subsidiary of the Corporation or (2) a corporation owned directly or indirectly by the stockholders of the Corporation in substantially the same proportions by as their ownership of the persons who held common stock of the Corporation’s securities immediately before such transaction.. For purposes of paragraph (a)(ii), the term "look-back date" shall mean the later of (A) the date twenty-four (24) months prior to the change in the composition of the Board and (B) the Effective Date. Any other provision of this Section 7(a) notwithstanding, the term "Change in Control" shall not include either of the following events, if undertaken at the election of the Corporation:

Change in Control Defined. A No benefits shall be payable under this Section 6 unless there shall have occurred a Change in Control of Employer, as defined below. For purposes of this Section 6, a “Change in Control” of Employer shall be deemed to occur upon the earliest to occur after the date of this Agreement of mean any of the following events;: (ai) Any An acquisition in one or more transactions (other than directly from Employer or pursuant to options granted by Employer) of any voting securities of Employer (the “personVoting Securities”) by any “Person” (as such the term is used in Sections for purposes of Section 13(d) and or 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) becomes the immediately after which such Person has “beneficial ownerBeneficial Ownership” (as defined in within the meaning of Rule 13d-3 of promulgated under the Exchange Act), directly ) of 20% or indirectly, of securities more of the Corporation representing more than fifty percent (50%) of the total combined voting power represented by the Corporationof Employer’s then-then outstanding voting securities; (b) The consummation of the sale or disposition by the Corporation of all or substantially all of the Corporation’s assets; (c) The consummation of a merger or consolidation of the Corporation with or into any other entity, other than a merger or consolidation which would result in the voting securities of the Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) more than fifty percent (50%) of the total voting power represented by the voting securities of the Corporation or such surviving entity or its parent outstanding immediately after such merger or consolidation; or (d) Individuals who are members of the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the members of the Board over a period of 12 monthsVoting Securities; provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall, for purposes of this Plan, be considered as a member of the Incumbent Board. A transaction shall not constitute determining whether a Change in Control if has occurred, Voting Securities which are acquired in a “Non-Control Acquisition” (as hereinafter defined) shall not constitute an acquisition which would cause a Change in Control. A “Non-Control Acquisition” shall mean an acquisition by (A) an employee benefit plan (or a trust forming a part thereof) maintained by (1) Employer or (2) any corporation or other Person of which a majority of its sole purpose voting power or its equity securities or equity interest is to change the state of the Corporation’s incorporation owned directly or to create indirectly by Employer (a holding company that will be owned “Subsidiary”), (B) Employer or any Subsidiary, or (C) any Person in substantially the same proportions by the persons who held the Corporation’s securities immediately before such transaction.connection with a “Non-Control Transaction” (as hereinafter defined);

Change in Control Defined. A For purposes of this Agreement, a “Change change in Controlcontrol” shall be deemed to occur upon the earliest to occur after the date of this Agreement of mean any of the following eventsfollowing: (i) a majority of the directors of the Company shall be persons other than persons: A. for whose election proxies shall have been solicited by the Board of Directors of the Company or B. who are then serving as directors appointed by the Board of Directors to fill vacancies on the Board of Directors caused by death or resignation (but not by removal) or to fill newly-created directorships; (aii) Any 50% or more of the voting power of the outstanding shares of all classes and series of capital stock of the Company entitled to vote in the general election of directors of the Company, voting together as a single class (the “person” Voting Stock”) is acquired or beneficially owned (as such term is used defined in Sections 13(d) and 14(d) of Rule 13d 3 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) becomes by any person, entity or group (within the “beneficial owner” meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) other than (A) an entity in connection with a Business Combination in which clauses (x) and (y) of subparagraph (iii) apply, except such an acquisition by the Participant, any group of which the Participant is a member, or any entity of which the Participant is an affiliate (as defined in Rule 13d-3 of 12(b)(2) promulgated under the Exchange Act), directly or indirectly, (B) a licensed broker/dealer or licensed underwriter who purchases shares of securities Voting Stock pursuant to an underwritten public offering solely for the purpose of resale to the Corporation representing more than fifty percent (50%) of the total voting power represented by the Corporation’s then-outstanding voting securitiespublic; (biii) The consummation of the sale or disposition by the Corporation of all or substantially all of the Corporation’s assets; (c) The consummation of a merger or consolidation of the Corporation Company with or into any other another entity, a sale or other disposition (in one transaction or a series of transactions) of all or substantially all of the Company’s assets or a similar business combination (each, a “Business Combination”), in each case unless, immediately following such Business Combination, (x) all or substantially all of the beneficial owners of the Company’s Voting Stock immediately prior to such Business Combination beneficially own, directly or indirectly, more than a merger or consolidation which would result in 50% of the voting securities power of the Corporation then outstanding immediately prior thereto continuing to represent shares of voting stock (either by remaining outstanding or by being converted into comparable voting securities equity interests) of the surviving or acquiring entity resulting from such Business Combination (including such beneficial ownership of an entity that, as a result of such transaction, beneficially owns the Company or its parent) more than fifty percent (50%) all or substantially all of the total voting power represented by the voting securities Company’s assets either directly or through one of the Corporation or such surviving entity or its parent outstanding immediately after such merger or consolidation; or (d) Individuals who are members of the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the members of the Board over a period of 12 months; providedmore subsidiaries), however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall, for purposes of this Plan, be considered as a member of the Incumbent Board. A transaction shall not constitute a Change in Control if its sole purpose is to change the state of the Corporation’s incorporation or to create a holding company that will be owned in substantially the same proportions (as compared to the other beneficial owners of the Company’s Voting Stock immediately prior to such Business Combination) as their beneficial ownership of the Company’s Voting Stock immediately prior to such Business Combination, and (y) no person, entity or group beneficially owns, directly or indirectly, 50% or more of the voting power of the outstanding voting stock (or comparable equity interests) of the surviving or acquiring entity (other than (1) a direct or indirect parent entity of the surviving or acquiring entity, that, after giving effect to the Business Combination, beneficially owns, directly or indirectly, 100% of the outstanding voting stock (or comparable equity interests) of the surviving or acquiring entity, or (2) the Participant or any group of which the Participant is a member or any entity of which the Participant is an affiliate); or (iv) approval by the persons who held shareholders of a definitive agreement or plan to liquidate or dissolve the Corporation’s securities immediately before such transactionCompany.

Change in Control Defined. A “For purposes of this Agreement, a "Change in Control” " of the Bank or Company shall mean a Change in Control of a nature that (i) would be required to be reported in response to Item 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 1000 (xxx "Xxxxxxxx Xxx"); or (ii) results in a Change in Control of the Bank or the Company within the meaning of the Home Owners Loan Act, as amended, and applicable rules and regulations promulgated there under, as in effect at the time of the Change in Control (collectively, the “HOLA”); or (iii) without limitation such a Change in Control shall be deemed to occur upon the earliest to occur after the date of this Agreement of any of the following events; have occurred at such time as (a) Any “any "person” " (as such the term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) is or becomes the “"beneficial owner” " (as defined in Rule 13d-3 of under the Exchange Act), directly or indirectly, of securities of the Corporation Company representing 25% or more than fifty percent (50%) of the total combined voting power represented of Company's outstanding securities except for any securities purchased by the CorporationEmployer’s then-outstanding voting securities; employee stock ownership plan or trust; or (b) The consummation individuals who constitute the Company’s Board of Directors on the sale or disposition by the Corporation of all or substantially all of the Corporation’s assets; (c) The consummation of a merger or consolidation of the Corporation with or into any other entity, other than a merger or consolidation which would result in the voting securities of the Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) more than fifty percent (50%) of the total voting power represented by the voting securities of the Corporation or such surviving entity or its parent outstanding immediately after such merger or consolidation; or (d) Individuals who are members of the Board 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 members of directors comprising the Board over a period of 12 months; providedIncumbent Board, however, that if the appointment or election (or whose nomination for election) of any new Board member election by the Company's stockholders was approved or recommended by a majority vote of the members of the same Nominating Committee serving under an Incumbent Board then still in officeBoard, such new member shallshall be, for purposes of this Planclause (b), be considered as though he were a member of the Incumbent Board. A transaction shall not constitute ; or (c) a Change in Control if its sole purpose is to change plan of reorganization, merger, consolidation, sale of all or substantially all the state assets of the Corporation’s incorporation Bank or to create the Company or similar transaction in which the Bank or Company is not the surviving institution occurs; or (d) a holding company that will be owned in substantially proxy statement soliciting proxies from stockholders of the same proportions Company, by someone other than the current management of the Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Company or similar transaction with one or more corporations or financial institutions, and as a result such proxy solicitation a plan of reorganization, merger consolidation or similar transaction involving the Company is approved by the persons who held requisite vote of the CorporationCompany’s stockholders; or (e) a tender offer is made for 25% or more of the voting securities immediately before of the Company and the shareholders owning beneficially or of record 25% or more of the outstanding securities of the Company have tendered or offered to sell their shares pursuant to such transactiontender offer and such tendered shares have been accepted by the tender offeror.

Change in Control Defined. A “"Change in Control” " shall be deemed to occur have occurred: a. upon the earliest to occur after the date of this Agreement of any of the following events; (a) Any “"person” (" as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended 1934 (the “"Exchange Act”") (other than U.S. Robotics, any trustee or other fiduciary holding securities under any employee benefit plan of U.S. Robotics, or any company owned, directly or indirectly, by the stockholders of the Parent Corporation in substantially the same proportions as their ownership of common stock of the Parent Corporation)) becomes , becoming the “beneficial owner” owner (as defined in Rule 13d-3 of under the Exchange Act), directly or indirectly, of securities of the Parent Corporation representing more than fifty twenty-five percent (5025%) or more of the total combined voting power represented by of the Parent Corporation’s then-'s then outstanding voting securities; b. during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors, and any new director (b) The consummation of other than a director designated by a person who has entered into an agreement with the sale or disposition by the Parent Corporation of all or substantially all of the Corporation’s assets; to effect a transaction described in paragraph (a), (c) The consummation or (d) of this Subsection or a director whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or contests by or on behalf of a person other than the Board of Directors of the Parent Corporation) whose election by the Board of Directors or nomination for election by the Parent Corporation's stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the two-year period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the Board of Directors; c. upon the merger or consolidation of the Parent Corporation with or into any other entitycorporation, other than a merger or consolidation which would result in the voting securities of the Parent Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parententity) more than fifty percent (50%) of the total combined voting power represented by of the voting securities of the Parent Corporation or such surviving entity or its parent (which entity shall thereafter be the "Parent Corporation" as defined herein) outstanding immediately after such merger or consolidation; or (d) Individuals who are members of the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the members of the Board over a period of 12 months; provided, however, that if a merger or consolidation effected to implement a recapitalization of the appointment or election Parent Corporation (or nomination for electionsimilar transaction) in which no person (other than those covered by the exceptions in (a) above) acquires more than twenty-five percent (25%) of any new Board member was approved or recommended by a majority vote the combined voting power of the members of the Incumbent Board Parent Corporation's then still in office, such new member shall, for purposes of this Plan, be considered as a member of the Incumbent Board. A transaction outstanding securities shall not constitute a Change in Control if its sole purpose is to change the state of the Parent Corporation’s incorporation ; or d. the stockholders of the Parent Corporation approve a plan of complete liquidation of the Company or to create a holding company that will be owned in substantially an agreement for the same proportions sale or disposition by the Parent Corporation of all or substantially all of the Parent Corporation's assets other than the sale of all or substantially all of the assets of the Parent Corporation to a person or persons who held beneficially own, directly or indirectly, at least fifty percent (50%) or more of the Corporation’s combined voting power of the outstanding voting securities immediately before such transactionof the Parent Corporation at the time of the sale.

Change in Control Defined. A “For the purposes of this Agreement, a "Change in Control” " shall be deemed to occur upon the earliest to occur have occurred if on or after the date of this Agreement of hereof: (i) any Person (as defined below) acquires (or has acquired during the 12-month period ending on the date of the following events; (amost recent acquisition by such Person) Any “person” Voting Securities (as such term defined below) of the Company and, immediately thereafter, is used in Sections the "beneficial owner" (within the meaning of Rule 13d-3, as promulgated under Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “"Exchange Act”")) becomes the “beneficial owner” (as defined in Rule 13d-3 of Voting Securities of the Exchange Act), directly or indirectly, of securities of the Corporation Company representing more than fifty percent (50%) or more of the total voting power represented by combined Voting Power (as defined below) of the Corporation’s then-outstanding voting Company's securities; (bii) The consummation within any 12-month period, the persons who were directors of the sale or disposition by Company immediately before the Corporation beginning of all or substantially all of the Corporation’s assets; (c) The consummation of a merger or consolidation of the Corporation with or into any other entity, other than a merger or consolidation which would result in the voting securities of the Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) more than fifty percent (50%) of the total voting power represented by the voting securities of the Corporation or such surviving entity or its parent outstanding immediately after such merger or consolidation; or (d) Individuals who are members of the Board period (the “"Incumbent Board”Directors") shall cease (for any reason other than death) to constitute at least a majority of the members Board of Directors of the Board over a period Company or the board of 12 months; provided, however, that if the appointment or election (or nomination for election) directors of any new successor to the Company, provided that any director who was not a director at the beginning of such period shall be deemed to be an Incumbent Director if such director (A) was elected to the Board member was approved of Directors of the Company by, or recommended by on the recommendation of or with the approval of, at least a majority vote of the members directors who then qualified as Incumbent Directors either actually or by prior operation of this Section 6(b)(ii); or (iii) the consummation of a merger, consolidation, share exchange, division, sale or other disposition of all or substantially all of the Incumbent Board then still in office, such new member shall, for purposes of this Plan, be considered as a member assets of the Incumbent Board. A transaction Company, or a complete liquidation of the Company (a "Corporate Event"), except that a Corporate Event shall not constitute trigger a Change in Control under this clause (iii) if its sole purpose is to change the state shareholders of the Corporation’s incorporation Company immediately prior to such Corporate Event shall hold, directly or to create indirectly immediately following such Corporate Event, a holding company 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. The above definition of a Change in Control shall be interpreted and applied in a manner that will be owned complies with the change in substantially control or ownership trigger event rules under Section 409A of the same proportions by the persons who held the Corporation’s securities immediately before such transactionCode.

Change in Control Defined. A “No benefits shall be payable under this Section 6 unless there shall have occurred a Change in Control of Employer, as defined below. For purposes of this Section 6, a "Change in Control” " of Employer shall be deemed to occur upon the earliest to occur after the date of this Agreement of mean any of the following events;: (ai) Any “person” An acquisition in one or more transactions (other than directly from Employer or pursuant to options granted by Employer) of any voting securities of Employer (the "Voting Securities") by any "Person" (as such the term is used in Sections for purposes of Section 13(d) and or 14(d) of the Securities Exchange Act of 1934, as amended (the “"Exchange Act”")) becomes immediately after which such Person has "Beneficial Ownership" (within the “beneficial owner” (as defined in meaning of Rule 13d-3 of promulgated under the Exchange Act), directly ) of 20% or indirectly, of securities more of the Corporation representing more than fifty percent (50%) of the total combined voting power represented by the Corporation’s then-of Employer's then outstanding voting securities; (b) The consummation of the sale or disposition by the Corporation of all or substantially all of the Corporation’s assets; (c) The consummation of a merger or consolidation of the Corporation with or into any other entity, other than a merger or consolidation which would result in the voting securities of the Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) more than fifty percent (50%) of the total voting power represented by the voting securities of the Corporation or such surviving entity or its parent outstanding immediately after such merger or consolidation; or (d) Individuals who are members of the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the members of the Board over a period of 12 monthsVoting Securities; provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall, for purposes of this Plan, be considered as a member of the Incumbent Board. A transaction shall not constitute determining whether a Change in Control if has occurred, Voting Securities which are acquired in a "Non-Control Acquisition" (as hereinafter defined) shall not constitute an acquisition which would cause a Change in Control. A "Non-Control Acquisition" shall mean an acquisition by (A) an employee benefit plan (or a trust forming a part thereof) maintained by (1) Employer or (2) any corporation or other Person of which a majority of its sole purpose voting power or its equity securities or equity interest is to change the state of the Corporation’s incorporation owned directly or to create indirectly by Employer (a holding company that will be owned "Subsidiary"), (B) Employer or any Subsidiary, or (C) any Person in substantially the same proportions by the persons who held the Corporation’s securities immediately before such transaction.connection with a "Non-Control Transaction" (as hereinafter defined);

Change in Control Defined. A “For purposes of this Agreement, a "Change in Control” " shall be deemed to occur upon the earliest to occur after the date of this Agreement of any of the following events;have taken place if: (ai) Any “any "person” " (as such term defined below) is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) or becomes the “"beneficial owner” " (as defined in Rule 13d-3 under the Securities Exchange Act of 1934 (the "Exchange Act")), directly or indirectly, of securities of the Corporation representing 30% or more than fifty percent (50%) of the total voting power represented by the Corporation’s then-'s then outstanding voting securities; (bii) The consummation a change in the composition of the sale or disposition by Board of Directors of the Corporation occurs, as a result of all or substantially all which fewer than two-thirds (2/3) of the Corporation’s assetsincumbent directors are directors who either (A) had been directors of the Corporation on the "look-back date" or (B) were elected, or nominated for election, to the Board of Directors of the Corporation with the affirmative votes of at least a majority of the directors who had been directors of the Corporation on the "look-back date" and who were still in office at the time of the election or nomination; (ciii) The consummation the stockholders of the Corporation approve a merger or consolidation of the Corporation with or into any other entitycorporation, other than a merger or consolidation which would result in the voting securities of the Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parententity) more than fifty percent (50%) at least 80% of the total voting power represented by the voting securities of the Corporation or such surviving entity or its parent outstanding immediately after such a merger or consolidation; or (div) Individuals who are members the stockholders of the Board Corporation approve (the “Incumbent Board”A) cease for any reason to constitute at least a majority plan of complete liquidation of the members Corporation or (B) an agreement for the sale or disposition by the Corporation of the Board over a period of 12 months; provided, however, that if the appointment all or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall, for purposes of this Plan, be considered as a member of the Incumbent Board. A transaction shall not constitute a Change in Control if its sole purpose is to change the state substantially all of the Corporation’s incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held the Corporation’s securities immediately before such transaction's assets.

Change in Control Defined. A “Change in Control” shall be deemed to occur upon the earliest to occur after the date of this Agreement of any of the following events; (a) Any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Corporation Company representing more than fifty percent (50%) of the total voting power represented by the CorporationCompany’s then-outstanding voting securities; (b) The consummation of the sale or disposition by the Corporation Company of all or substantially all of the CorporationCompany’s assets;; or (c) The consummation of a merger or consolidation of the Corporation Company with or into any other entity, other than a merger or consolidation which would result in the voting securities of the Corporation Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) more than fifty percent (50%) of the total voting power represented by the voting securities of the Corporation Company or such surviving entity or its parent outstanding immediately after such merger or consolidation; or (d) Individuals who are members of . Notwithstanding anything contained herein to the Board (contrary, to the “Incumbent Board”) cease for any reason extent required in order to constitute at least avoid accelerated taxation, a majority of the members of the Board over a period of 12 months; provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall, for purposes of this Plan, be considered as a member of the Incumbent Board. A transaction shall not constitute a Change in Control if its sole purpose is to change the state of the CorporationCompany’s incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held the CorporationCompany’s voting securities immediately before such transactiontransaction or in any case of investments by the Company in affiliates or related entities, including entities owned or controlled (in part or in total) by other persons having high level responsibilities for the Company (as employees or consultants or otherwise).

Change in Control Defined. A “Change in Control” For the purposes of this provision, "Company" shall be deemed to occur upon mean R&B and the earliest parent of R&B and/or any other entity controlling a majority of the voting stock of R&B. For the purposes of this provision, a "change in control of the Company" shall mean a change in control of a nature that would be required to occur after be reported in response to Item l(a) of the Current Report on Form 8-K, as in effect on the date of this Agreement of any of the following events; (a) Any “person” (as such term is used in Sections 13(d) and 14(dhereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “"Exchange Act”)") or would have been required to be so reported but for the fact that such event had been "previously reported" as that term is defined in Rule 12b-2 of Regulation 12B of the Exchange Act; provided that, without limitation, such a change it control shall be deemed to have occurred if (a) any Person is or becomes the “beneficial owner” owner (as defined in Rule 13d-3 of under the Exchange Act), directly or indirectly, of securities of the Corporation Company representing more than fifty percent (50%) of the total combined voting power represented by of the Corporation’s then-Company's then outstanding voting securities; securities ordinarily (apart from rights accruing under special circumstances) having the right to vote at elections of directors ("Voting Securities"), or (b) The consummation of the sale or disposition by the Corporation of all or substantially all of the Corporation’s assets; (c) The consummation of a merger or consolidation of the Corporation with or into any other entity, other than a merger or consolidation which would result in the voting securities of the Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) more than fifty percent (50%) of the total voting power represented by the voting securities of the Corporation or such surviving entity or its parent outstanding immediately after such merger or consolidation; or (d) Individuals individuals who are members of constitute the Board on the Effective Date hereof (the “"Incumbent Board”") cease for any reason to constitute at least a majority of thereof, provided that any person becoming a director subsequent to the members of the Board over a period of 12 months; provideddate hereof whose election, however, that if the appointment or election (or nomination for election) of any new Board member election by the Company's shareholders, was approved or recommended by a majority vote of at least three quarters of the members of directors comprising the Incumbent Board then still (either by specific vote or by approval of the proxy statement of the Company in officewhich such person is named as a nominee for director, without objection to such new member shallnomination) shall be, for purposes of this Planclause (b), be considered as though such person were a member of the Incumbent Board, or (c) a recapitalization of the Company occurs which results in either a decrease by 33% or more in the aggregate percentage ownership of Voting Securities held by Independent Shareholders (on a primary basis or on a fully diluted basis after giving effect to the exercise of stock option and warrants) or an increase in the aggregate percentage ownership of Voting Securities held by non-Independent Shareholders (on a primary basis or on a fully diluted basis after giving effect to the exercise of stock options and warrants) to greater than 50%. A transaction For purposes of this provision the term "Person" shall mean and include any individual, corporation, partnership, group, association or other "person," as such term is used in Section 14(d) of the Exchange Act, other than the Company, a subsidiary of the Company or any employee benefit plan(s) sponsored or maintained by the Company or an subsidiary thereof, and the term "Independent Shareholder" shall mean any shareholder of the Company except any employee(s) or director(s) of the Company or any employee benefit plan(s) sponsored or maintained by the Company or any subsidiary thereof. For purposes of this Article 4., a "change in control of the Company" shall not constitute be deemed to occur solely as the result of a Change in Control if its sole purpose is to change the state spin-off, split-off or other distribution of the Corporation’s incorporation outstanding stock of R&B to the stockholders of the ultimate parent corporation controlling a majority of the voting stock of R&B, or to create a holding company that will be owned in substantially the same proportions by merger of R&B's parent with Falcon Drilling Company, Inc., or the persons who held merger of R&B where R&B's parent ultimately retains controlling interest of the Corporation’s securities immediately before such transactionsurviving entity, or any merger where the parent of R&B is the surviving entity.

Change in Control Defined. A “For purposes of this Agreement, a ------------------------- "Change in Control” " of the Institution shall mean an event of a nature that: (i) results in a Change in Control of the Institution within the meaning of the Change in Bank Control Act and the Rules and Regulations promulgated by the Federal Deposit Insurance Corporation ("FDIC") at 12 C.F.R. Section 303.4(a) as in effect on the Effective Date; or (ii) without limitation such a Change in Control shall be deemed to occur upon the earliest to occur after the date of this Agreement of have occurred at such time as (A) "any of the following events; (a) Any “person” " (as such the term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) is or becomes the “"beneficial owner” " (as defined in Rule 13d-3 of under the Exchange Act), directly or indirectly, of securities of the Corporation representing more than fifty percent (50%) of the total voting power represented by the Corporation’s then-outstanding voting securities; (b) The consummation of the sale or disposition by the Corporation of all or substantially all of the Corporation’s assets; (c) The consummation of a merger or consolidation of the Corporation with or into any other entity, other than a merger or consolidation which would result in the voting securities of the Corporation Institution representing 20% or more of the Institution's outstanding immediately prior thereto continuing voting securities or right to represent (either by remaining outstanding or by being converted into acquire such securities except for any voting securities of the surviving entity or its parent) more than fifty percent (50%) Institution purchased by the Holding Company and any voting securities purchased by any employee benefit plan of the total voting power represented by the voting securities of the Corporation Institution, or such surviving entity or its parent outstanding immediately after such merger or consolidation; or (dB) Individuals individuals who are members of 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 members of directors comprising the Board over a period of 12 months; providedIncumbent Board, however, that if the appointment or election (or whose nomination for election) of any new Board member election by the Institution's stockholders was approved or recommended by a majority vote of the members of the same Nominating Committee serving under an Incumbent Board then still in officeBoard, such new member shallshall be, for purposes of this Planclause (B), be considered as though she 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 similar transaction occurs in which the Institution is not the resulting entity. A The transaction contemplated by the Merger Agreement shall not constitute a Change in Control if its sole purpose is to change the state of the Corporation’s incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held the Corporation’s securities immediately before such transactionControl.

Change in Control Defined. A “Change in Control” shall be deemed to occur upon the earliest to occur after the date of this Agreement of any of the following events; (a) Any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Corporation Company representing more than fifty percent (50%) of the total voting power represented by the CorporationCompany’s then-outstanding voting securities; (b) The consummation of the sale or disposition by the Corporation Company of all or substantially all of the CorporationCompany’s assets;; or (c) The consummation of a merger or consolidation of the Corporation Company with or into any other entity, other than a merger or consolidation which would result in the voting securities of the Corporation Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) more than fifty percent (50%) of the total voting power represented by the voting securities of the Corporation Company or such surviving entity or its parent outstanding immediately after such merger or consolidation; or. (d) Individuals who are members of Notwithstanding anything contained herein to the Board (contrary, to the “Incumbent Board”) cease for any reason extent required in order to constitute at least avoid accelerated taxation, a majority of the members of the Board over a period of 12 months; provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall, for purposes of this Plan, be considered as a member of the Incumbent Board. A transaction shall not constitute a Change in Control if its sole purpose is to change the state of the CorporationCompany’s incorporation or to create a holding company that will be owned in substantially the same proportions by the persons persons/entities who held the CorporationCompany’s voting securities immediately before such transactiontransaction or in any case of investments by the Company in affiliates or related entities, including entities owned or controlled (in part or in total) by other persons having high level responsibilities for the Company (as employees or consultants or otherwise).

Change in Control Defined. A “For purposes of this Agreement, a "Change in Control” " shall be deemed to occur upon the earliest to occur after the date of this Agreement of any of the following events;have taken place if: (ai) Any “any "person” " (as such term defined below) is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) or becomes the “"beneficial owner” " (as defined in Rule 13d-3 under the Securities Exchange Act of 1934 (the "Exchange Act"), directly or indirectly, of securities of the Corporation representing 30% or more than fifty percent (50%) of the total voting power represented by the Corporation’s then-'s then outstanding voting securities; (bii) The consummation a change in the composition of the Board of Directors of the Corporation occurs, as a result of which fewer than two-thirds (2/3) of the incumbent directors are directors who either (A) had been directors of the Corporation on the "look-back date" (as defined below) or (B) were elected, or nominated for election, to the Board of Directors of the Corporation with the affirmative votes of at least a majority of the directors who had been directors of the Corporation on the "look-back date" and who were still in office at the time of the election or nomination; (iii) the stockholders of the Corporation approve a merger or consolidation of the Corporation with any other corporation, other than a merger or consolidation (iv) the stockholders of the Corporation approve (A) a plan of complete liquidation of the Corporation or (B) an agreement for the sale or disposition by the Corporation of all or substantially all of the Corporation’s 's assets; .For purposes of paragraph (ca)(i), the term "person" shall have the same meaning as when used in sections 13(d) The consummation of a merger or consolidation of the Corporation with or into any other entity, other than a merger or consolidation which would result in the voting securities of the Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) more than fifty percent (50%and 14(d) of the total voting power represented by the voting Exchange Act, but shall exclude (1) a trustee or other fiduciary holding securities under an employee benefit plan of the Corporation or such surviving entity of a parent or its parent outstanding immediately after such merger or consolidation; or (d) Individuals who are members subsidiary of the Board Corporation or (2) a corporation owned directly or indirectly by the “Incumbent Board”) cease for any reason to constitute at least a majority stockholders of the members of the Board over a period of 12 months; provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall, for purposes of this Plan, be considered as a member of the Incumbent Board. A transaction shall not constitute a Change in Control if its sole purpose is to change the state of the Corporation’s incorporation or to create a holding company that will be owned Corporation in substantially the same proportions by as their ownership of the persons who held common stock of the Corporation’s securities immediately before such transaction.. For purposes of paragraph (a)(ii), the term "look-back date" shall mean the later of (A) the date twenty-four (24) months prior to the change in the composition of the Board and (B) the Effective Date. Any other provision of this Section 7(a) notwithstanding, the term "Change in Control" shall not include either of the following events, if undertaken at the election of the Corporation:

Change in Control Defined. A “Change in Control” For the purposes of this provision, "Company" shall be deemed to occur upon mean R&B and the earliest parent of R&B and/or any other entity controlling a majority of the voting stock of R&B. For the purposes of this provision, a "change in control of the Company" shall mean a change in control of a nature that would be required to occur after be reported in response to Item l(a) of the Current Report on Form 8-K, as in effect on the date of this Agreement of any of the following events; (a) Any “person” (as such term is used in Sections 13(d) and 14(dhereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “"Exchange Act”)") or would have been required to be so reported but for the fact that such event had been "previously reported" as that term is defined in Rule 12b-2 of Regulation 12B of the Exchange Act; provided that, without limitation, such a change in control shall be deemed to have occurred if (a) any Person is or becomes the “beneficial owner” owner (as defined in Rule 13d-3 of under the Exchange Act), directly or indirectly, of securities of the Corporation Company representing more than fifty percent (50%) of the total combined voting power represented by of the Corporation’s then-Company's then outstanding voting securities; securities ordinarily (apart from rights accruing under special circumstances) having the right to vote at election of directors ("Voting Securities"), or (b) The consummation of the sale or disposition by the Corporation of all or substantially all of the Corporation’s assets; (c) The consummation of a merger or consolidation of the Corporation with or into any other entity, other than a merger or consolidation which would result in the voting securities of the Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) more than fifty percent (50%) of the total voting power represented by the voting securities of the Corporation or such surviving entity or its parent outstanding immediately after such merger or consolidation; or (d) Individuals individuals who are members of constitute the Board on the Effective Date hereof (the “"Incumbent Board”") cease for any reason to constitute at least a majority of thereof, provided that any person becoming a director subsequent to the members of the Board over a period of 12 months; provideddate hereof whose election, however, that if the appointment or election (or nomination for election) of any new Board member election by the Company's shareholders, was approved or recommended by a majority vote of at least three-quarters of the members of directors comprising the Incumbent Board then still (either by specific vote or by approval of the proxy statement of the Company in officewhich such person is named as a nominee for director, without objection to such new member shallnomination) shall be, for purposes of this Planclause (b), be considered as though such person were a member of the Incumbent Board, or (c) a recapitalization of the Company occurs which results in either a decrease by 33% or more in the aggregate percentage ownership of Voting Securities held by Independent Shareholders (on a primary basis or on a fully diluted basis after giving effect to the exercise of stock option and warrants) or an increase in the aggregate percentage ownership of Voting Securities held by non-Independent Shareholders (on a primary basis or on a fully diluted basis after giving effect to the exercise of stock options and warrants) to greater than 50%. A transaction For purposes of this provision, the term "Person" shall mean and include any individual, corporation, partnership, group, association or other "person," as such term is used in Section 14(d) of the Exchange Act, other than the Company, a subsidiary of the Company or any employee benefit plan(s) sponsored or maintained by the Company or an subsidiary thereof, and the term "Independent Shareholder" shall mean any shareholder of the Company except any employee(s) or director(s) of the Company or any employee benefit plans sponsored or maintained by the Company or any subsidiary thereof. For purposes of this Article 4., a "change in control of the Company" shall not constitute be deemed to occur solely as the result of a Change spin-off, split-off or other distribution of the outstanding stock of R&B to the stockholders of the ultimate parent corporation controlling a majority of the voting stock of R&B, or the merger of R&B's parent with Falcon Drilling Company, Inc., or the merger of R&B where R&B's parent ultimately retains controlling interest of the surviving entity, or any merger where the parent of R&B is the surviving entity. Upon the occurrence of a change in Control if control of the Company, R&B shall give written notice to BBPI of such occurrence and BBPI shall have the right and option, but not the obligation, for a period of ten (10) business day after receipt of such notice, to acquire the Property from R&B as provided in the Participation Agreement. BBPI shall provide R&B written notice of its sole purpose election hereunder and the failure of BBPI to make an election within the time frame established hereunder shall be deemed an election not to acquire the interest. The consideration for this conveyance shall be as set forth in the Participation Agreement ("Purchase Price"). The Purchase Price shall be paid in cash at the time of the passing of the act of sale, which shall occur at the offices of the BBPI within ten (101 business days of R&B's receipt of notification of BBPI's election to purchase. R&B shall convey the Property to BBPI, free and clear of any and all liens, mortgages, claims, security interests and encumbrances, overriding royalty interests, production payments or other burdens which may have been created by, through or under R&B and R&B shall further warrant that neither R&B nor any parent, subsidiary or affiliate of R&B during their respective periods of ownership has (A) executed any deed, conveyance, assignment or other instrument as an assignor, grantor, sublessor or in another capacity or (B) has breached any obligation under any Lease that would (i) result, now or in the future, in R&B's interest for any Lease being less than that set forth in Exhibit "A", attached hereto and made a part hereof for all purposes or (ii) obligate R&B, now or in the future, to bear the costs and expenses relating to the maintenance, development and operation of such Lease, in an amount greater than the working interest for such Lease, well or unit set forth in Exhibit "A", unless the net revenue interest attributable to said working interest is increased by a proportionate or greater amount. The assignment shall also be made with full substitution and subrogation to BBPI in and to all covenants, agreements, representations and warranties made by others heretofore given or made in connection with the Leases or any part or portion thereof. Any notice provided or permitted to be given under this Option Agreement shall be in writing, and may be served by personal delivery, by depositing same in the mail, addressed to the party to be notified, postage prepaid, and registered or certified with a return receipt requested or by facsimile transmission. Notice deposited in the mail in the manner hereinabove described shall be deemed to have been given and received on the date of the delivery as shown of the return receipt. Notice served in any other manner shall be deemed to have been given and received only in and when actually received by the addressee. For purposes of notice, the addresses of the parties shall be as follows: R&B's Mailing Address: Reading & Bates Development Co. 901 Threadneedle, Suite 200 Houston, Texas 77070 Xxxxxxxxx: Xxxx X. Xxxxx Chief Operating Office Xxlephone: (281) 496-5000 Fax: (281) 496-0285 XXXX'x Xxiling Address: Xxxxxsh-Borneo Petroleum, Inc. 1201 Louisiana, Suite 3500 Houston, Texas 77002 Xxxxxxxxx: Xxxxx X. Xxxxxxx, Xx General Counsel Xxxxxxxxx: (713) 752-5619 Fax: (713) 650-1053 Xxxx xxxxx xxxll have the right, upox xxxxxx xxx (10) days prior notice to the other in the manner hereinabove provided, to change the state its address for purposes of the Corporation’s incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held the Corporation’s securities immediately before such transactionnotice.

Change in Control Defined. A “"Change in Control” " shall be deemed to occur have occurred: a. upon the earliest to occur after the date of this Agreement of any of the following events; (a) Any “"person” (" as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended 1934 (the “"Exchange Act”") (other than any trustee or other fiduciary holding securities under any employee benefit plan of the Company, or any company owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of common stock of the Company)) becomes , becoming the “beneficial owner” owner (as defined in Rule 13d-3 of under the Exchange Act), directly or indirectly, of securities of the Corporation Company representing more than fifty twenty-five percent (5025%) or more of the total combined voting power represented by of the Corporation’s then-Company's then outstanding voting securities; b. if, during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors, and any new director (b) The consummation of other than a director designated by a person who has entered into an agreement with the sale or disposition by the Corporation of all or substantially all of the Corporation’s assets; Company to effect a transaction described in paragraph (a), (c) The consummation or (d) of this Subsection or a director whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or contests by or on behalf of a person other than the Board of Directors of the Company) whose election by the Board of Directors or nomination for election by the Company's stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the two-year period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the Board of Directors; c. upon the merger or consolidation of the Corporation Company with or into any other entitycorporation, other than a merger or consolidation which would result in the voting securities of the Corporation Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parententity) more than fifty percent (50%) of the total combined voting power represented by of the voting securities of the Corporation Company or such surviving entity or its parent (which entity shall thereafter be the "Company" as defined herein) outstanding immediately after such merger or consolidation; or (d) Individuals who are members of the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the members of the Board over a period of 12 months; provided, however, that if a merger or consolidation effected to implement a recapitalization of the appointment or election Company (or nomination for electionsimilar transaction) in which no person (other than those covered by the exceptions in (a) above) acquires more than twenty-five percent (25%) of any new Board member was approved or recommended by a majority vote the combined voting power of the members of the Incumbent Board Company's then still in office, such new member shall, for purposes of this Plan, be considered as a member of the Incumbent Board. A transaction outstanding securities shall not constitute a Change in of Control if its sole purpose is to change the state of the Corporation’s incorporation Company; or d. if the stockholders of the Company approve a plan of complete liquidation of the Company or to create a holding company that will be owned in substantially an agreement for the same proportions sale or disposition by the Company of all or substantially all of the Company's assets other than the sale of all or substantially all of the assets of the Company to a person or persons who held beneficially own, directly or indirectly, at least fifty percent (50%) or more of the Corporation’s combined voting power of the outstanding voting securities immediately before such transactionof the Company at the time of the sale.

Change in Control Defined. A For purposes of this Agreement, a “Change in Control” shall be deemed to occur upon have taken place if at anytime following the earliest to occur Effective Time: (i) individuals who constitute the Board immediately after the date Effective Time (the “Incumbent Directors”) cease for any reason to constitute at least a majority of this Agreement the Board, provided that any person becoming a director subsequent thereto whose election or nomination for election was approved by a vote of at least two-thirds (2/3) of the Incumbent Directors then on the Board (either by a specific vote or by approval of the proxy statement of the Corporation in which such person is named as a nominee for director, without written objection to such nomination) shall be an Incumbent Director; provided, however, that no individual initially elected or nominated as a director of the Corporation as a result of an actual or threatened election contest with respect to directors or as a result of any other actual or threatened solicitation of proxies or consents by or on behalf of any person other than the following eventsBoard shall be deemed to be an Incumbent Director; (aii) Any any “person” (as such term is used defined in Sections 13(d) and 14(dSection 3(a)(9) of the Securities Exchange Act of 1934, as amended 1934 (the “Exchange Act”)) and as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) is or becomes the a “beneficial owner” (as defined in Rule 13d-3 of under the Exchange Act), directly or indirectly, of securities of the Corporation representing twenty-five percent (25%) or more of the combined voting power of the Corporation’s then outstanding securities eligible to vote for the election of the Board (the “Corporation Voting Securities”); provided, however, that the event described in this paragraph (ii) shall not be deemed to be a Change in Control by virtue of any of the following acquisitions: (A) by the Corporation or any Subsidiary, (B) by any employee benefit plan (or related trust) sponsored or maintained by the Corporation or any Subsidiary, or (C) by any underwriter temporarily holding securities pursuant to an offering of such securities. (iii) the consummation of a merger, consolidation, statutory share exchange or similar form of corporate transaction involving the Corporation or any of its Subsidiaries that requires the approval of the Corporation’s stockholders, whether for such transaction or the issuance of securities in the transaction (a “Business Combination”), unless immediately following such Business Combination: (A) more than sixty percent (60%) of the total voting power of (x) the corporation resulting from such Business Combination (the “Surviving Corporation”), or (y) if applicable, the ultimate parent corporation that directly or indirectly has beneficial ownership of one hundred percent (100%) of the voting securities eligible to elect directors of the Surviving Corporation (the “Parent Corporation”), is represented by Corporation Voting Securities that were outstanding immediately prior to such Business Combination (or, if applicable, is represented by shares into which such Corporation Voting Securities were converted pursuant to such Business Combination), and such voting power among the holders thereof is in substantially the same proportion as the voting power of such Corporation Voting Securities among the holders thereof immediately prior to the Business Combination, (B) no person (other than any employee benefit plan (or related trust) sponsored or maintained by the Surviving Corporation or the Parent Corporation), is or becomes the beneficial owner, directly or indirectly, of twenty-five percent (25%) or more of the total voting power of the outstanding voting securities eligible to elect directors of the Parent Corporation (or, if there is no Parent Corporation, the Surviving Corporation) and (C) at least fifty percent (50%) of the total voting power represented by members of the board of directors of the Parent Corporation (or, if there is no Parent Corporation’s then-outstanding voting securities; (b, the Surviving Corporation) The following the consummation of the sale or disposition by Business Combination were Incumbent Directors at the time of the Board’s approval of the execution of the initial agreement providing for such Business Combination; or (iv) The stockholders of the Corporation approve a plan of complete liquidation or dissolution of the Corporation or a sale of all or substantially all of the Corporation’s assets; (c) The consummation of assets or deposits. Notwithstanding the foregoing, a merger or consolidation Change in Control of the Corporation with or into shall not be deemed to occur solely because any other entity, other than a merger or consolidation which would result in the voting securities person acquires beneficial ownership of the Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) more than fifty twenty-five percent (5025%) of the total voting power represented Corporation Voting Securities as a result of the acquisition of Corporation Voting Securities by the voting securities Corporation which reduces the number of the Corporation or such surviving entity or its parent outstanding immediately after such merger or consolidation; or (d) Individuals who are members of the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the members of the Board over a period of 12 monthsVoting Securities outstanding; provided, howeverthat, if after such acquisition by the Corporation such person becomes the beneficial owner of additional Corporation Voting Securities that if increases the appointment or election (or nomination for election) percentage of any new Board member was approved or recommended outstanding Corporation Voting Securities beneficially owned by a majority vote of the members of the Incumbent Board then still in officesuch person, such new member shall, for purposes of this Plan, be considered as a member of the Incumbent Board. A transaction shall not constitute a Change in Control if its sole purpose is to change the state of the Corporation’s incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held the Corporation’s securities immediately before such transactionCorporation shall then occur.

Change in Control Defined. A “No benefits shall be payable hereunder unless there shall have been a Change in Control of the Company, as set forth below. For purposes of this Agreement, a "Change in Control” " of the Company shall be deemed to occur upon the earliest to occur after the date of this Agreement of any of the following events; have occurred if: (a) Any “person” (Change in Share Ownership—any "Person," as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “"Exchange Act”") (other than the Company, any trustee or other fiduciary holding securities under an employee benefit plan of the Company, or any Company owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company)) , is or becomes the “"beneficial owner” " (as defined in Rule 13d-3 of under the Exchange Act), directly or indirectly, of securities of the Corporation Company representing 20% or more of either (i) the then outstanding shares of common stock of the Company or (ii) the combined voting power of the Company's then outstanding voting securities; (b) Change in Board Membership—during any period of two consecutive years (not including any period prior to the execution of this Agreement), individuals who at the beginning of such period constitute the Board, and any new director (other than fifty percent a director designated by a person who has entered into an agreement with the Company to effect a transaction described in paragraph (50%a), (c), (d) or (e) of this Section 2) whose election by the Board or nomination for election by the Company's stockholders was approved by a vote of at least two-thirds (2/3) of the total voting power represented by directors then still in office who either were directors at the Corporation’s then-outstanding voting securities; (b) The consummation beginning of the sale period or disposition by the Corporation of all whose election or substantially all of the Corporation’s assets; nomination for election was previously so approved, cease for any reason to constitute at least a majority thereof; (c) The consummation Reorganization Changing Share Ownership—the stockholders of the Company approve a reorganization, merger or consolidation of the Corporation Company with or into any other entity, other than (i) a reorganization, merger or consolidation which would result in the voting securities of the Corporation Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parententity) more than fifty sixty percent (5060%) of the total combined voting power represented by of the voting securities of the Corporation Company or such surviving entity or its parent outstanding immediately after such reorganization, merger or consolidationconsolidation or (ii) a reorganization, merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no "person" (as herein above defined) beneficially owns, directly or indirectly, 20% or more of the combined voting power of the Company's then outstanding voting securities; or (d) Individuals who are members Disposition of Substantially All Company Assets—any Person or Persons acquire all or substantially all of the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority assets of the members Company, whether in a single transaction or series of the Board over a period of 12 monthstransactions; provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall, for purposes of this Plan, be considered as a member of the Incumbent Board. A transaction shall not constitute a Change in Control if its sole purpose is to change the state of the Corporation’s incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held the Corporation’s securities immediately before such transaction.e)

Change in Control Defined. A For purposes of this Agreement, a “Change in Control” shall be deemed to occur upon the earliest to occur after the date of this Agreement of any of the following events;have taken place if: (ai) Any any “person” (as such term defined below) is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934 (the “Exchange Act”)), directly or indirectly, of securities of the Corporation representing 30% or more than fifty percent (50%) of the total voting power represented by the Corporation’s then-then outstanding voting securities; (bii) The consummation a change in the composition of the sale or disposition by Board occurs, as a result of which fewer than two-thirds (2/3) of the incumbent directors are directors who either (A) had been directors of the Corporation on the “look-back date” (as defined below) or (B) were elected, or nominated for election, to the Board with the affirmative votes of all or substantially all at least a majority of the Corporation’s assetsdirectors who had been directors of the Corporation on the “look-back date” and who were still in office at the time of the election or nomination; (ciii) The consummation the stockholders of the Corporation approve a merger or consolidation of the Corporation with or into any other entitycorporation, other than a merger or consolidation which would result in the voting securities of the Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parententity) more than fifty percent (50%) at least 80% of the total voting power represented by the voting securities of the Corporation or such surviving entity or its parent outstanding immediately after such merger or consolidation; or (div) Individuals who are members the stockholders of the Board Corporation approve (the “Incumbent Board”A) cease for any reason to constitute at least a majority plan of complete liquidation of the members Corporation or (B) an agreement for the sale or disposition by the Corporation of the Board over a period of 12 months; provided, however, that if the appointment all or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall, for purposes of this Plan, be considered as a member of the Incumbent Board. A transaction shall not constitute a Change in Control if its sole purpose is to change the state substantially all of the Corporation’s incorporation assets. For purposes of paragraph (a)(i), the term “person” shall have the same meaning as when used in sections 13(d) and 14(d) of the Exchange Act, but shall exclude (1) a trustee or to create other fiduciary holding securities under an employee benefit plan of the Corporation or of a holding company that will be parent or subsidiary of the Corporation or (2) a corporation owned directly or indirectly by the stockholders of the Corporation in substantially the same proportions by as their ownership of the persons who held common stock of the Corporation’s securities immediately before such transaction.. For purposes of paragraph (a)(ii), the term “look-back date” shall mean the later of (A) the date twenty-four (24) months prior to the change in the composition of the Board and (B) the Promotion Date. Any other provision of this Section 7(a) notwithstanding, the term “Change in Control” shall not include either of the following events, if undertaken at the election of the Corporation:

Change in Control Defined. A “For purposes of this Agreement, a "Change in Control” " and "Potential Change in Control" Shall be defined as follows: A " Change in Control" shall be deemed to occur upon the earliest to occur after the date of this Agreement of have occurred in any or all of the following events;instances: (a1) Any “"person” (" as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (amended, other than a trustee or other fiduciary holding securities under an employee benefit plan of Company or a corporation owned directly or indirectly by the “Exchange Act”)) stockholders of Company in substantially the same proportions as their ownership of stock of Company, is or becomes the “"beneficial owner” " (as defined in Rule 13d-3 of the Exchange under said Act), directly or indirectly, of securities of the Corporation Company representing 20% or more than fifty percent (50%) of the total voting power represented by the Corporation’s then-Company's then outstanding voting securities;Voting Securities (as defined below); or (b2) During any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors of Company and any new director whose election by the Board of Directors or nomination for election by Company's stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof; or (3) The consummation stockholders of the sale or disposition by the Corporation of all or substantially all of the Corporation’s assets; (c) The consummation of Company approve a merger or consolidation of the Corporation Company with or into any other entitycorporation, other than a merger or consolidation which would result in the voting securities Voting Securities of the Corporation Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities Voting Securities of the surviving entity or its parententity) more than fifty percent (50%) at least 80% of the total voting power represented by the voting securities Voting Securities of the Corporation Company or such surviving entity or its parent outstanding immediately after such merger or consolidation; or (d4) Individuals who are members The stockholders of Company approve a plan of complete liquidation of Company or an agreement for the sale or disposition by Company of (in one transaction or a series of transactions) all or substantially all Company's assets. A " Potential Change in Control" shall be deemed to have occurred in any or all of the Board following instances: (1) Company enters into an agreement, the “Incumbent Board”consummation of which would result in the occurrence of a Change in Control; (2) cease for any reason Any person (including Company) publicly announces an intention to take or to consider taking actions which if consummated would constitute at least a majority Change in Control; (3) Any person other than a trustee or other fiduciary holding securities under an employee benefit plan of Company or a corporation owned, directly or indirectly, by the stockholders of Company in substantially the same proportions as their ownership of stock of Company who is or becomes the beneficial owner, directly or indirectly, of securities of Company representing 10% or more of the members combined voting power of the Company's then outstanding Voting Securities, increases such person's beneficial ownership of such securities by five percentage points (5%) or more over the percentage so owned by such person; or (4) The Board over of Directors adopts a period of 12 months; provided, however, that if resolution to the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shalleffect that, for purposes of this PlanAgreement, be considered as a member of the Incumbent Board. A transaction shall not constitute a Potential Change in Control if its sole purpose is to change the state of the Corporation’s incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held the Corporation’s securities immediately before such transactionhas occurred.

Change in Control Defined. A “Change in Control” means, and shall be deemed to occur upon the earliest to occur have occurred if, on or after the date of this Agreement of Effective Date, (i) any of the following events; (a) Any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (amended) or group acting in concert, other than a trustee or other fiduciary holding securities under an employee benefit plan of the “Exchange Act”)) Company acting in such capacity or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange under said Act), directly or indirectly, of securities of the Corporation Company representing more than fifty percent (50%) of the total voting power represented by the CorporationCompany’s then-then outstanding voting securities; , (bii) The consummation during any twelve (12)-month period, individuals who at the beginning of such period constitute the Board and any new director whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two thirds (2/3) of the sale or disposition by directors then still in office who either were directors at the Corporation of all or substantially all beginning of the Corporation’s assets; period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof, (ciii) The the consummation of a merger or consolidation of the Corporation Company with or into any other entity, corporation other than a merger or consolidation which that would result in the voting securities of the Corporation Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parententity) more than at least fifty percent (50%) of the total voting power represented by the voting securities of the Corporation Company or such surviving entity or its parent outstanding immediately after such merger or consolidation; or consolidation or (div) Individuals who are members the sale or disposition by the Company of (in one (1) transaction or a series of related transactions) all or substantially all of the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the members of the Board over a period of 12 months; provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall, for purposes of this Plan, be considered as a member of the Incumbent Board. A transaction shall not constitute a Change in Control if Company’s and its sole purpose is to change the state of the Corporation’s incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held the Corporation’s securities immediately before such transactionsubsidiaries’ assets.

Change in Control Defined. A No benefits shall be payable under this Agreement unless there shall have occurred a “Change in Control” shall be deemed to occur upon the earliest to occur after the date (hereinafter defined) of Employer. For purposes of this Agreement Agreement, a “Change in Control” of Employer shall mean any of the following events;: (ai) Any An acquisition in one or more transactions (other than directly from Employer or pursuant to options granted by Employer) of any voting securities of Employer (the “personVoting Securities”) by any “Person” (as such the term is used in Sections for purposes of Section 13(d) and or 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) becomes the immediately after which such Person has “beneficial ownerBeneficial Ownership” (as defined in within the meaning of Rule 13d-3 of promulgated under the Exchange Act), directly ) of 20% or indirectly, of securities more of the Corporation representing more than fifty percent (50%) of the total combined voting power represented by the Corporationof Employer’s then-then outstanding voting securities; (b) The consummation of the sale or disposition by the Corporation of all or substantially all of the Corporation’s assets; (c) The consummation of a merger or consolidation of the Corporation with or into any other entity, other than a merger or consolidation which would result in the voting securities of the Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) more than fifty percent (50%) of the total voting power represented by the voting securities of the Corporation or such surviving entity or its parent outstanding immediately after such merger or consolidation; or (d) Individuals who are members of the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the members of the Board over a period of 12 monthsVoting Securities; provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall, for purposes of this Plan, be considered as a member of the Incumbent Board. A transaction shall not constitute determining whether a Change in Control if has occurred, Voting Securities which are acquired in a “Non-Control Acquisition” (as hereinafter defined) shall not constitute an acquisition which would cause a Change in Control. A “Non-Control Acquisition” shall mean an acquisition by: (A) an employee benefit plan (or a trust forming a part thereof) maintained by (1) Employer or (2) any corporation or other Person of which a majority of its sole purpose voting power or its equity securities or equity interest is to change the state of the Corporation’s incorporation owned directly or to create indirectly by Employer (a holding company that will be owned “Subsidiary”); (B) Employer or any Subsidiary; or (C) any Person in substantially the same proportions by the persons who held the Corporation’s securities immediately before such transaction.connection with a “Non-Control Transaction” (as hereinafter defined);

Change in Control Defined. A “For purposes of Section 3(d) above, a "Change in Control” shall be deemed to occur upon the earliest to occur after the date of this Agreement of any Control of the following events;Company" shall mean: (ai) Any “person” The acquisition by any individual, entity or group (as such term is used in Sections 13(dwithin the meaning of Section 13(d)(3) and 14(dor 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “"Exchange Act”")) becomes of beneficial ownership (within the “beneficial owner” (as defined in meaning of Rule 13d-3 of l3d-3 under the Exchange Act), directly ) of 50 percent or indirectly, more of either (A) the then outstanding shares of Common Stock (the "Outstanding Company Common Stock") or (B) the combined voting power of the then outstanding voting securities of the Corporation representing more than fifty percent Company entitled to vote generally in the election of directors (50%the "Outstanding Company Voting Securities"); provided, however, that the following acquisitions shall not constitute a Change of Control: (1) any acquisition directly from the Company (excluding an acquisition by virtue of the total voting power represented exercise of a conversion privilege), (2) any acquisition by the Corporation’s then-outstanding voting securities; Company, (b3) The consummation of the sale any acquisition by any employee benefit plan (or disposition related trust) sponsored or maintained by the Corporation of all Company or substantially all of any corporation controlled by the Corporation’s assets; Company or (c4) The consummation of any acquisition by any corporation pursuant to a merger or consolidation of the Corporation with or into any other entityreorganization, other than a merger or consolidation which would result in the voting securities not be a Change of the Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parentControl under Section 6(f)(iii) more than fifty percent (50%) of the total voting power represented by the voting securities of the Corporation or such surviving entity or its parent outstanding immediately after such merger or consolidationbelow; or (dii) Individuals who are members who, as of the effective date of the Option Plan, constitute the Board (the “"Incumbent Board”") cease ceasing for any reason to constitute at least a majority of the members of the Board over a period of 12 monthsBoard; provided, however, that if any individual becoming a director subsequent to the appointment or election (Effective Date whose election, or nomination for election) of any new Board member election by the Company's shareholders, was approved or recommended by a majority vote of at least a majority of the members of directors then comprising the Incumbent Board then still in office, such new member shall, for purposes of this Plan, will be considered as though such individual were a member of the Incumbent Board. A transaction shall not constitute , but excluding, for this purpose, any such individual whose initial assumption of office occurs as a Change result of either an actual or threatened election contest (as such terms are used in Control if its sole purpose is to change Rule 14a-11 of Regulation 14A promulgated under the state Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board; or (iii) The approval by the shareholders of the Corporation’s incorporation Company of a reorganization, merger or consolidation, in each case, unless following such reorganization, merger or consolidation, (A) more than 50 percent of the then outstanding shares of common stock of the corporation resulting from such reorganization, merger or consolidated and the combined voting power of the then outstanding voting securities of such corporation entitled to create a holding company that will be owned vote generally in the election of directors 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 Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such reorganization, merger or consolidation in substantially the same proportions as their ownership, immediately prior to such reorganization, merger or consolidation, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, and (B) at least a majority of the members of the board of directors of the corporation resulting from such reorganization, merger or consolidation were members of the Incumbent Board at the time of the execution of the initial agreement providing for such reorganization, merger or consolidation, or (iv) The approval by the persons shareholders of the Company of (A) a complete liquidation or dissolution of the Company or (B) the sale or other disposition of all or substantially all of the assets of the Company, other than to a corporation, with respect to which following such sale or other disposition, (1) more than 50 percent of the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who held were the Corporation’s securities beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately before prior to such transactionsale or other disposition in substantially the same proportion as their ownership, immediately prior to such sale or other disposition, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, and (2) at least a majority of the members of the board of directors of such corporation were members of the Incumbent Board at the time of the execution of the initial agreement or action of the Board providing for such sale or other disposition of assets of the Company.

Change in Control Defined. A “For purposes of this Agreement, a "Change in Control” shall be deemed to occur upon the earliest to occur after the date of this Agreement of any " of the following events; Company shall mean: the acquisition by any individual, entity or group (awithin the meaning of Section 13(d)(3) Any “person” (as such term is used in Sections 13(d) and 14(dor 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “"Exchange Act”")) becomes (a "Person") of beneficial ownership (within the “beneficial owner” (as defined in meaning of Rule 13d-3 of promulgated under the Exchange Act), directly ) of 20% or indirectly, more of securities either (x) the then-outstanding shares of common stock of the Corporation representing more than fifty percent Company (50%the "Outstanding Company Common Stock") or (y) the combined voting power of the total voting power represented by the Corporation’s then-outstanding voting securities; (b) The consummation of the sale or disposition by the Corporation of all or substantially all of the Corporation’s assets; (c) The consummation of a merger or consolidation of the Corporation with or into any other entity, other than a merger or consolidation which would result in the voting securities of the Corporation outstanding immediately prior thereto continuing Company entitled to represent vote generally in the election of directors (either the "Outstanding Company Voting Securities"); provided, however, that, for purposes of this definition, the following acquisitions shall not constitute a Change in Control: (i) any acquisition directly from the Company, (ii) any acquisition by remaining outstanding the Company, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by being converted into voting securities the Company or any company controlled by, controlling or under common control with the Company or (iv) any acquisition by any corporation pursuant to a transaction that complies with Sections (iii)(A), (iii)(B) and (iii)(C) of this definition; individuals who, as of the surviving entity or its parent) more than fifty percent (50%) of the total voting power represented by the voting securities of the Corporation or such surviving entity or its parent outstanding immediately after such merger or consolidation; or (d) Individuals who are members of date hereof, constitute the Board (the “"Incumbent Board”") cease for any reason to constitute at least a majority of the members of the Board over a period of 12 monthsBoard; provided, however, that if any individual becoming a director subsequent to the appointment or election (date hereof whose election, or nomination for election) of any new Board member election by the Company's shareholders, was approved or recommended by a majority vote of at least a majority of the members of directors then comprising the Incumbent Board then still in office, such new member shall, for purposes of this Plan, shall be considered as though 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 an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; consummation of a reorganization, merger, statutory share exchange or consolidation or similar corporate transaction involving the Company or any of its subsidiaries, a sale or other disposition of all or substantially all of the assets of the Company, or the acquisition of assets or stock of another entity by the Company or any of its subsidiaries (each, a "Business Combination"), in each case unless, following such Business Combination, (A) all or substantially all of the individuals and entities that were the beneficial owners of the Outstanding Company Common Stock and the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the then-outstanding shares of common stock and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation that, as a result of such transaction, owns the Company or all or substantially all of the Company's assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination of the Outstanding Company Common Stock and the Outstanding Company Voting Securities, as the case may be, (B) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the then-outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then-outstanding voting securities of such corporation, except to the extent that such ownership existed prior to the Business Combination, and (C) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement or of the action of the Board providing for such Business Combination; or approval by the shareholders of the Company of a complete liquidation or dissolution of the Company. A Notwithstanding anything to the contrary in this Agreement, (A) no Change in Control of the Company shall be deemed to have occurred for purposes of this Agreement as a result of any agreement, transaction or Business Combination involving solely shareholders of the Company who are descendants of X. X. Xxxxxxxx, founder of the Company or trusts for the benefit of such individuals or entities, the voting power of which is controlled by such Persons (the "Xxxxxxxx Shareholders") so long as the Xxxxxxxx Shareholders continue to own more than 50% of the Outstanding Company Voting Securities following such transaction and (B) no transaction pursuant to clause (i) of this definition shall not constitute a Change in Control if its sole purpose is to change the state of the Corporation’s incorporation or to create a holding company that will be owned in substantially Company so long as the same proportions by Xxxxxxxx Shareholders own more than 50% of the persons who held the Corporation’s securities Outstanding Company Voting Securities immediately before following such transaction, unless and until the Xxxxxxxx Shareholders own 50% or less of the Outstanding Company Voting Securities while the Person making the acquisition under clause (i) of the definition continues to own 20% or more of the Outstanding Company Voting Securities or the Outstanding Company Common Stock.

Change in Control Defined. A “Change in Control” shall be deemed to occur upon have occurred if the earliest to occur after the date of this Agreement of event set forth in any one of the following events;paragraphs shall have occurred: (a) Any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934any Person, as amended (the “Exchange Act”)) defined below, is or becomes the “beneficial owner” (Beneficial Owner, as defined in Rule 13d-3 of the Exchange Act)below, directly or indirectly, of securities of the Corporation Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its Affiliates) representing 50% or more than fifty percent (50%) of the total combined voting power represented by the Corporation’s then-outstanding voting securities; (b) The consummation of the sale or disposition by the Corporation of all or substantially all of the CorporationCompany’s assets; (c) The consummation of then outstanding securities, excluding any Person who becomes such a Beneficial Owner in connection with a merger or consolidation of the Corporation Company or any direct or indirect subsidiary of the Company with any other corporation immediately following which the individuals who comprise the Board immediately prior thereto constitute at least a majority of the board of directors of (a) any parent of the Company or into the entity surviving such merger or consolidation (b) if there is no such parent, of the Company or such surviving entity; (b) the following individuals cease for any reason to constitute a majority of the number of directors then serving: individuals who, on the date hereof, constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board or nomination for election by the Company’s stockholders was approved or recommended by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors on the date hereof or whose appointment, election or nomination for election was previously so approved or recommended; (c) there is consummated a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation or other entity, other than a merger or consolidation immediately following which would result in the voting securities of individuals who comprise the Corporation outstanding Board immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) more than fifty percent (50%) of the total voting power represented by the voting securities of the Corporation or such surviving entity or its parent outstanding immediately after such merger or consolidation; or (d) Individuals who are members of the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the members board of directors of (a) any parent of the Company or the entity surviving such merger or consolidation or (b) if there is no such parent, of the Company or such surviving entity; or (d) the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company or there is consummated an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets, other than a sale or disposition by the Company of all or substantially all of the Company’s assets immediately following which the individuals who comprise the Board over a period of 12 months; provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by immediately prior thereto constitute at least a majority vote of the members board of directors of (a) any parent of the Incumbent Board then still in office, such new member shall, for purposes of this Plan, be considered as a member Company or of the Incumbent Boardentity to which such assets are sold or disposed or (b) if there is no such parent, of the Company or such entity. A transaction shall not constitute 7 Notwithstanding the foregoing, a Change in Control if its sole purpose is shall not be deemed to change the state have occurred by virtue of the Corporation’s incorporation consummation of any transaction or series of integrated transactions immediately following which the record holders of the common stock of the Company immediately prior to create a holding company that will be owned in such transaction or series of transactions continue to have substantially the same proportions by proportionate ownership in an entity which owns all or substantially all of the persons who held assets of the Corporation’s securities Company immediately before following such transactiontransaction or series of transactions.

Change in Control Defined. A “"Change in Control” " shall be deemed to occur have occurred: a. upon the earliest to occur after the date of this Agreement of any of the following events; (a) Any “"person” (" as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended 1934 (the “"Exchange Act”") (other than U.S. Robotics, any trustee or other fiduciary holding securities under any employee benefit plan of U.S. Robotics, or any company owned, directly or indirectly, by the stockholders of the Parent Corporation in substantially the same proportions as their ownership of common stock of the Parent Corporation)) becomes , becoming the “beneficial owner” owner (as defined in Rule 13d-3 of under the Exchange Act), directly or indirectly, of securities of the Parent Corporation representing more than fifty twenty-five percent (5025%) or more of the total combined voting power represented by of the Parent Corporation’s then-'s then outstanding voting securities; b. if, during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors, and any new director (b) The consummation of other than a director designated by a person who has entered into an agreement with the sale or disposition by the Parent Corporation of all or substantially all of the Corporation’s assets; to effect a transaction described in paragraph (a), (c) The consummation or (d) of this Subsection or a director whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or contests by or on behalf of a person other than the Board of Directors of the Parent Corporation) whose election by the Board of Directors or nomination for election by the Parent Corporation's stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the two-year period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the Board of Directors; c. upon the merger or consolidation of the Parent Corporation with or into any other entitycorporation, other than a merger or consolidation which would result in the voting securities of the Parent Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parententity) more than fifty percent (50%) of the total combined voting power represented by of the voting securities of the Parent Corporation or such surviving entity or its parent (which entity shall thereafter be the "Parent Corporation" as defined herein) outstanding immediately after such merger or consolidation; or (d) Individuals who are members of the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the members of the Board over a period of 12 months; provided, however, that if a merger or consolidation effected to implement a recapitalization of the appointment or election Parent Corporation (or nomination for electionsimilar transaction) in which no person (other than those covered by the exceptions in (a) above) acquires more than twenty-five percent (25%) of any new Board member was approved or recommended by a majority vote the combined voting power of the members of the Incumbent Board Parent Corporation's then still in office, such new member shall, for purposes of this Plan, be considered as a member of the Incumbent Board. A transaction outstanding securities shall not constitute a Change in Control if its sole purpose is to change the state of the Parent Corporation’s incorporation ; or d. if the stockholders of the Parent Corporation approve a plan of complete liquidation of the Company or to create a holding company that will be owned in substantially an agreement for the same proportions sale or disposition by the Parent Corporation of all or substantially all of the Parent Corporation's assets other than the sale of all or substantially all of the assets of the Parent Corporation to a person or persons who held beneficially own, directly or indirectly, at least fifty percent (50%) or more of the Corporation’s combined voting power of the outstanding voting securities immediately before such transactionof the Parent Corporation at the time of the sale.

Change in Control Defined. A “Change in Control” shall be deemed to occur upon the earliest to occur after the date of this Agreement of any of the following events; (a) Any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Corporation representing more than fifty percent (50%) of the total voting power represented by the Corporation’s then-then- outstanding voting securities; (b) The consummation of the sale or disposition by the Corporation of all or substantially all of the Corporation’s assets; (c) The consummation of a merger or consolidation of the Corporation with or into any other entity, other than a merger or consolidation which would result in the voting securities of the Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) more than fifty percent (50%) of the total voting power represented by the voting securities of the Corporation or such surviving entity or its parent outstanding immediately after such merger or consolidation; or (d) Individuals who are members of the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the members of the Board over a period of 12 months; provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall, for purposes of this Plan, be considered as a member of the Incumbent Board. A transaction shall not constitute a Change in Control if its sole purpose is to change the state of the Corporation’s incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held the Corporation’s securities immediately before such transaction.

Change in Control Defined. A “Change in Control” shall be deemed to occur have occurred: a. upon the earliest to occur after the date of this Agreement of any of the following events; (a) Any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended 1934 (the “Exchange Act”) (other than any trustee or other fiduciary holding securities under any employee benefit plan of the Company, or any company owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of common stock of the Company)) becomes , becoming the “beneficial owner” owner (as defined in Rule 13d-3 of under the Exchange Act), directly or indirectly, of securities of the Corporation Company representing more than fifty twenty-five percent (5025%) or more of the total combined voting power represented by of the CorporationCompany’s then-then outstanding voting securities; b. if, during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors, and any new director (b) The consummation of other than a director designated by a person who has entered into an agreement with the sale or disposition by the Corporation of all or substantially all of the Corporation’s assets; Company to effect a transaction described in paragraph (a), (c) The consummation or (d) of this Subsection or a director whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or contests by or on behalf of a person other than the Board of Directors of the Company) whose election by the Board of Directors or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the two-year period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the Board of Directors; c. upon the merger or consolidation of the Corporation Company with or into any other entitycorporation, other than a merger or consolidation which would result in the voting securities of the Corporation Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parententity) more than fifty percent (50%) of the total combined voting power represented by of the voting securities of the Corporation Company or such surviving entity or its parent (which entity shall thereafter be the “Company” as defined herein) outstanding immediately after such merger or consolidation; or (d) Individuals who are members of the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the members of the Board over a period of 12 months; provided, however, that if a merger or consolidation effected to implement a recapitalization of the appointment or election Company (or nomination for electionsimilar transaction) in which no person (other than those covered by the exceptions in (a) above) acquires more than twenty-five percent (25%) of any new Board member was approved or recommended by a majority vote the combined voting power of the members of the Incumbent Board Company’s then still in office, such new member shall, for purposes of this Plan, be considered as a member of the Incumbent Board. A transaction outstanding securities shall not constitute a Change in of Control if its sole purpose is to change the state of the Corporation’s incorporation Company; or d. if the stockholders of the Company approve a plan of complete liquidation of the Company or to create a holding company that will be owned in substantially an agreement for the same proportions sale or disposition by the Company of all or substantially all of the Company’s assets other than the sale of all or substantially all of the assets of the Company to a person or persons who held beneficially own, directly or indirectly, at least fifty percent (50%) or more of the Corporation’s combined voting power of the outstanding voting securities immediately before such transactionof the Company at the time of the sale.

Change in Control Defined. A “Change in Control” shall be deemed to occur upon have occurred if the earliest to occur after the date of this Agreement of event set forth in any one of the following events;paragraphs shall have occurred: (a) Any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934any Person, as amended (the “Exchange Act”)) defined below, is or becomes the “beneficial owner” (Beneficial Owner, as defined in Rule 13d-3 of the Exchange Act)below, directly or indirectly, of securities of the Corporation Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its Affiliates) representing 50% or more than fifty percent (50%) of the total combined voting power represented by the Corporation’s then-outstanding voting securities; (b) The consummation of the sale or disposition by the Corporation of all or substantially all of the CorporationCompany’s assets; (c) The consummation of then outstanding securities, excluding any Person who becomes such a Beneficial Owner in connection with a merger or consolidation of the Corporation Company or any direct or indirect subsidiary of the Company with any other corporation immediately following which the individuals who comprise the Board immediately prior thereto constitute at least a majority of the board of directors of (a) any parent of the Company or into the entity surviving such merger or consolidation (b) if there is no such parent, of the Company or such surviving entity; (b) the following individuals cease for any reason to constitute a majority of the number of directors then serving: individuals who, on the date hereof, constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board or nomination for election by the Company’s stockholders was approved or recommended by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors on the date hereof or whose appointment, election or nomination for election was previously so approved or recommended; (c) there is consummated a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation or other entity, other than a merger or consolidation immediately following which would result in the voting securities of individuals who comprise the Corporation outstanding Board immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) more than fifty percent (50%) of the total voting power represented by the voting securities of the Corporation or such surviving entity or its parent outstanding immediately after such merger or consolidation; or (d) Individuals who are members of the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the members board of directors of (a) any parent of the Company or the entity surviving such merger or consolidation or (b) if there is no such parent, of the Company or such surviving entity; or (d) the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company or there is consummated an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets, other than a sale or disposition by the Company of all or substantially all of the Company’s assets immediately following which the individuals who comprise the Board over a period of 12 months; provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by immediately prior thereto constitute at least a majority vote of the members board of directors of (a) any parent of the Incumbent Board then still in office, such new member shall, for purposes of this Plan, be considered as a member Company or of the Incumbent Boardentity to which such assets are sold or disposed or (b) if there is no such parent, of the Company or such entity. A transaction shall not constitute Notwithstanding the foregoing, a Change in Control if its sole purpose is shall not be deemed to change the state have occurred by virtue of the Corporation’s incorporation consummation of any transaction or series of integrated transactions immediately following which the record holders of the common stock of the Company immediately prior to create a holding company that will be owned in such transaction or series of transactions continue to have substantially the same proportions by proportionate ownership in an entity which owns all or substantially all of the persons who held assets of the Corporation’s securities Company immediately before following such transactiontransaction or series of transactions.

Change in Control Defined. A “For purposes of this Agreement, a "Change in Control” " shall be deemed to occur upon the earliest to occur after the date of this Agreement of any of the following events;have taken place if: (ai) Any “any "person” " (as such term defined below) is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) or becomes the “"beneficial owner” " (as defined in Rule 13d-3 under the Securities Exchange Act of 1934 (the "Exchange Act")), directly or indirectly, of securities of the Corporation representing 30% or more than fifty percent (50%) of the total voting power represented by the Corporation’s then-'s then outstanding voting securities; (bii) The consummation a change in the composition of the sale or disposition by Board of Directors of the Corporation occurs, as a result of all or substantially all which fewer than two-thirds ( ) of the Corporation’s assetsincumbent directors are directors who either (A) had been directors of the Corporation on the "look-back date" (as defined below) or (B) were elected, or nominated for election, to the Board of Directors of the Corporation with the affirmative votes of at least a majority of the directors who had been directors of the Corporation on the "look-back date" and who were still in office at the time of the election or nomination; (ciii) The consummation the stockholders of the Corporation approve a merger or consolidation of the Corporation with or into any other entitycorporation, other than a merger or consolidation which would result in the voting securities of the Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parententity) more than fifty percent (50%) at least 80% of the total voting power represented by the voting securities of the Corporation or such surviving entity or its parent outstanding immediately after such merger or consolidation; or (div) Individuals who are members the stockholders of the Board Corporation approve (the “Incumbent Board”A) cease for any reason to constitute at least a majority plan of complete liquidation of the members Corporation or (B) an agreement for the sale or disposition by the Corporation of the Board over a period of 12 months; provided, however, that if the appointment all or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall, for purposes of this Plan, be considered as a member of the Incumbent Board. A transaction shall not constitute a Change in Control if its sole purpose is to change the state substantially all of the Corporation’s incorporation 's assets. For purposes of paragraph (a)(i), the term "person" shall have the same meaning as when used in sections 13(d) and 14(d) of the Exchange Act, but shall exclude (1) a trustee or to create other fiduciary holding securities under an employee benefit plan of the Corporation or of a holding company that will be parent or subsidiary of the Corporation or (2) a corporation owned directly or indirectly by the stockholders of the Corporation in substantially the same proportions by as their ownership of the persons who held common stock of the Corporation’s securities immediately before such transaction.. For purposes of paragraph (a)(ii), the term "look-back date" shall mean the later of (A) the date twenty-four (24) months prior to the change in the composition of the Board and (B) the Effective Date. Any other provision of this Section 7(a) notwithstanding, the term "Change in Control" shall not include either of the following events, if undertaken at the election of the Corporation:

Change in Control Defined. A “Change in Control” shall be deemed to occur upon the earliest to occur after the date of this Agreement of any of the following events; (a) Any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Corporation Company representing more than fifty percent (50%) of the total voting power represented by the CorporationCompany’s then-outstanding voting securities; (b) The consummation of the sale or disposition by the Corporation Company of all or substantially all of the CorporationCompany’s assets; (c) The consummation of a merger or consolidation of the Corporation Company with or into any other entity, other than a merger or consolidation which would result in the voting securities of the Corporation Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) more than fifty percent (50%) of the total voting power represented by the voting securities of the Corporation Company or such surviving entity or its parent outstanding immediately after such merger or consolidation; or (d) Individuals who are members of . Notwithstanding anything contained herein to the Board (contrary, to the “Incumbent Board”) cease for any reason extent required in order to constitute at least avoid accelerated taxation, a majority of the members of the Board over a period of 12 months; provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall, for purposes of this Plan, be considered as a member of the Incumbent Board. A transaction shall not constitute a Change in Control if its sole purpose is to change the state of the CorporationCompany’s incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held the CorporationCompany’s voting securities immediately before such transactiontransaction or in any case of investments by the Company in affiliates or related entities, including entities owned or controlled (in part or in total) by other persons having high level responsibilities for the Company (as employees or Chief Business Officer and General Counsel s or otherwise).

Change in Control Defined. A “As used in this Agreement, the term "Change in Control” shall be deemed to occur upon the earliest to occur after the date of this Agreement of " means any of the following events;following: (ai) Any “any "person” " (as such term is used in Sections for purposes of Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended 1934 (the “"Exchange Act”") as in effect on the date hereof)) , other than Leesport, a subsidiary of Leesport, or an employee benefit plan of Leesport or a subsidiary of Leesport (including a related trust), becomes the “beneficial owner” owner (as defined in determined pursuant to Rule 13d-3 of under the Exchange Act), directly or indirectly, indirectly of securities of the Corporation Leesport representing more than fifty percent 24.9% of (50%A) of the total combined voting power represented by of Leesport's then outstanding stock and securities or (B) the Corporation’s then-aggregate number of shares of Leesport's then outstanding voting securitiescommon stock; (bii) The consummation the occurrence of the a sale or disposition by the Corporation of all or substantially all of the Corporation’s assetsassets of Leesport or the Bank to an entity which is not a direct or indirect subsidiary of Leesport; (ciii) The the occurrence of a reorganization, merger, consolidation or similar transaction involving Leesport, unless (A) the shareholders of Leesport immediately prior to the consummation of a merger or consolidation of the Corporation with or into any other entity, other than a merger or consolidation which would result in the voting such transaction initially thereafter own securities of the Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) more than fifty percent (50%) of the total voting power represented by the voting securities of the Corporation or such surviving entity or its parent outstanding immediately after such merger or consolidation; or (d) Individuals who are members of the Board (the “Incumbent Board”) cease for any reason to constitute representing at least a majority of the members voting power of the surviving or resulting corporation and (B) the directors of Leesport immediately prior to the consummation of such transaction initially thereafter represent at least a majority of the directors of the surviving or resulting corporation; (iv) a plan of liquidation or dissolution, other than pursuant to bankruptcy or insolvency, is adopted for Leesport or the Bank; (v) during any period of two consecutive years, individuals who, at the beginning of such period, constituted the Board of Directors of Leesport cease to constitute the majority of such Board (unless the election of each new director was expressly or by implication approved by a majority of the Board over members who were still in office and who were directors at the beginning of such period); and (vi) the occurrence of any other event which is irrevocably designated as a period "change in control" for purposes of 12 monthsthis Agreement by resolution adopted by a majority of the then non-employee directors of Leesport. Notwithstanding the foregoing, a Change in Control will not be deemed to have occurred if a person becomes the beneficial owner, directly or indirectly, of stock and securities representing more than 24.9% of the combined voting power of Leesport's then outstanding stock and securities or the aggregate number of shares of Leesport's then outstanding common stock solely as a result of an acquisition by Leesport of its stock or securities which, by reducing the number of securities or stock outstanding, increases the proportionate number of securities or stock beneficially owned by such person; provided, however, that if a person becomes the appointment beneficial owner of more than 24.9% of the combined voting power of stock and securities or election (the aggregate number of shares of common stock by reason of such acquisition and thereafter becomes the beneficial owner, directly or nomination for election) indirectly, of any new Board member was approved additional voting stock or recommended securities or common stock (other than by reason of a majority vote of the members of the Incumbent Board stock split, stock dividend or similar transaction), then still in office, such new member shall, for purposes of this Plan, be considered as a member of the Incumbent Board. A transaction shall not constitute a Change in Control if its sole purpose is will thereupon be deemed to change the state of the Corporation’s incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held the Corporation’s securities immediately before such transactionhave occurred.

Change in Control Defined. A “"Change in Control” " shall be deemed to occur upon the earliest to occur after the date of this Agreement of any of the following events;have occurred: (a) Any “upon any "person” (" as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended 1934 (the “"Exchange Act”") (other than U.S. Robotics, any trustee or other fiduciary holding securities under any employee benefit plan of U.S. Robotics, or any company owned, directly or indirectly, by the stockholders of the Parent Corporation in substantially the same proportions as their ownership of common stock of the Parent Corporation)) becomes , becoming the “beneficial owner” owner (as defined in Rule 13d-3 of under the Exchange Act), directly or indirectly, of securities of the Parent Corporation representing more than fifty twenty-five percent (5025%) or more of the total combined voting power represented by of the Parent Corporation’s then-'s then outstanding voting securities; (b) The consummation during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors, and any new director (other than a director designated by a person who has entered into an agreement with the Parent Corporation to effect a transaction described in paragraph (a), (c) or (d) of this Subsection or a director whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or contests by or on behalf of a person other than the Board of Directors of the sale or disposition Parent Corporation) whose election by the Corporation Board of all Directors or substantially all nomination for election by the Parent Corporation's stockholders was approved by a vote of at least two-thirds of the Corporation’s assetsdirectors then still in office who either were directors at the beginning of the two-year period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the Board of Directors; (c) The consummation of a upon the merger or consolidation of the Parent Corporation with or into any other entitycorporation, other than a merger or consolidation which would result in the voting securities of the Parent Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parententity) more than fifty percent (50%) of the total combined voting power represented by of the voting securities of the Parent Corporation or such surviving entity or its parent (which entity shall thereafter be the "Parent Corporation" as defined herein) outstanding immediately after such merger or consolidation; or (d) Individuals who are members of the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the members of the Board over a period of 12 months; provided, however, that if a merger or consolidation effected to implement a recapitalization of the appointment or election Parent Corporation (or nomination for electionsimilar transaction) in which no person (other than those covered by the exceptions in (a) above) acquires more than twenty-five percent (25%) of any new Board member was approved or recommended by a majority vote the combined voting power of the members of the Incumbent Board Parent Corporation's then still in office, such new member shall, for purposes of this Plan, be considered as a member of the Incumbent Board. A transaction outstanding securities shall not constitute a Change in Control if its sole purpose is to change the state of the Parent Corporation’s incorporation ; or (d) the stockholders of the Parent Corporation approve a plan of complete liquidation of the Company or to create a holding company that will be owned in substantially an agreement for the same proportions sale or disposition by the Parent Corporation of all or substantially all of the Parent Corporation's assets other than the sale of all or substantially all of the assets of the Parent Corporation to a person or persons who held beneficially own, directly or indirectly, at least fifty percent (50%) or more of the Corporation’s combined voting power of the outstanding voting securities immediately before such transactionof the Parent Corporation at the time of the sale.

Change in Control Defined. A “For purposes of this Agreement, a "Change in Control” " shall be deemed to occur upon the earliest to occur after the date of this Agreement of any of the following events;have occurred if: (ai) Any “person” (as such term is used There has been a change in Sections 13(d) and 14(dthe control of Shoreline of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14a promulgated under the Securities Exchange Act of 1934, as amended (the “"Exchange Act”"), provided that, without limitation, such a change in control shall be deemed to have occurred if (A) becomes the “beneficial owner” any "person" (as defined that term is used in Rule 13d-3 Sections 13(d) and 14(d)(2) of the Exchange Act)) is or becomes the beneficial owner, directly or indirectly, of securities of the Corporation Shoreline representing 25 percent or more than fifty percent (50%) of the total combined voting power represented by of Shoreline's then outstanding securities, or (B) during any period of two (2) consecutive years, individuals who at the Corporation’s then-outstanding voting securities; (b) The consummation beginning of the sale or disposition by the Corporation of all or substantially all of the Corporation’s assets; (c) The consummation of a merger or consolidation of the Corporation with or into any other entity, other than a merger or consolidation which would result in the voting securities of the Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) more than fifty percent (50%) of the total voting power represented by the voting securities of the Corporation or such surviving entity or its parent outstanding immediately after such merger or consolidation; or (d) Individuals who are members of period constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of thereof (unless the members of the Board over a period of 12 months; provided, however, that if the appointment or election (or nomination for electionelection by Shoreline's shareholders of each new director was approved by a vote of at least two-thirds (2/3) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board directors then still in officeoffice who were directors at the beginning of such period); (ii) The Board has received any notice or other communication from any individual, corporation, partnership, joint venture or other entity expressing a desire to propose, negotiate or discuss any tender offer, exchange offer, merger, consolidation, sale of shares, sale of assets not in the ordinary course, or other business combination involving Shoreline or any of Shoreline's subsidiaries ("Business Combination") and such new member shallnotice, for purposes communication, or proposal has not been withdrawn or terminated; or (iii) Public announcement by any individual, corporation, partnership, joint venture or other entity expressing an intent to seek any Business Combination and such announcement or intent has not been withdrawn or terminated. Except as expressly provided in this Paragraph, upon termination of this PlanAgreement, Employee shall cease to be considered an employee of Shoreline or the Bank for all purposes and shall have no further rights as a member of the Incumbent Board. A transaction shall not constitute a Change in Control if its sole purpose is to change the state of the Corporation’s incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held the Corporation’s securities immediately before an employee after such transactiontermination.