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 ▇▇▇▇ (▇▇▇ "▇▇▇▇▇▇▇▇ ▇▇▇"); 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 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 means any one or more of the following events: (1) When the individuals who, at the beginning of any period of two years or less, constituted the Board cease, for any reason, to constitute at least a majority thereof unless the election or nomination for election of each new director was approved by the vote of at least two thirds of the directors then still in office who were directors at the beginning of such period; (a2) Any “person” A change of control of the Parent or the Company through a transaction or series of transactions, such that any person (as such that term is used in Sections 13(d) Section 13 and 14(d14(d)(2) of the Securities Exchange Act of 1934, as amended 1934 (the “Exchange 1934 Act”)) ), excluding affiliates of the Company as of the Effective Date, is or becomes the “beneficial owner” owner (as defined that term is used in Rule 13d-3 Section 13(d) of the Exchange Act), 1▇▇▇ ▇▇▇) directly or indirectly, of securities of the Corporation Parent representing 20% or more than fifty percent (50%) of the total combined voting power represented by of the CorporationParent’s then-then outstanding securities or securities of the Company representing a majority of the combined voting power of the Company’s then outstanding securities; (b3) The consummation Any merger, consolidation or liquidation of the sale Parent in which the Parent is not the continuing or disposition by the Corporation of all surviving company or substantially all of the Corporation’s assets; (c) The consummation of a merger pursuant to which stock would be converted into cash, securities or consolidation of the Corporation with or into any other entityproperty, other than a merger or consolidation which would result in the voting securities of the Corporation outstanding Parent in which the holders of the shares of stock immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities before the merger have the same proportionate ownership of common stock of the surviving entity company immediately after the merger; (4) Any merger, consolidation or its parentliquidation of Company with non-affiliated parties in which the Company is not the continuing or surviving company or pursuant to which Company’s stock would be converted into cash, securities or other property; (5) more than fifty percent (50%) The shareholders of the total voting power represented by Parent or Company approve any plan or proposal for the voting securities liquidation or dissolution of Parent or the Corporation or such surviving entity or its parent outstanding immediately after such merger or consolidationCompany; or (d6) Individuals who are members Substantially all of the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority assets of the members Parent or Company are sold or otherwise transferred to parties that are not within a “controlled group of corporations” (as defined in Section 1563 of the Board over a period of 12 months; provided, however, that if the appointment or election (or nomination for electionCode) 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 which Company is a member of at 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 transactionRelevant Date.

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 than fifty percent of either (50%i) the then outstanding shares of common stock of the total Company or (ii) the combined voting power represented by of the Corporation’s then-Company's then outstanding voting securities; (b) The consummation Change in Board Membership—during any period of two consecutive years (not including any period prior to the sale or disposition by execution of this Agreement), individuals who at the Corporation beginning of all or substantially all of such period constitute the Corporation’s assets; Board, and any new director (c) The consummation of a merger or consolidation of the Corporation with or into any other entity, other than a merger director designated by a person who has entered into an agreement with the Company to effect a transaction described in paragraph (a), (c), (d) or consolidation which would result in (e) of this Section 2) whose election by the voting securities Board or nomination for election by the Company's stockholders was approved by a vote of the Corporation outstanding immediately prior thereto continuing to represent at least two-thirds (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) more than fifty percent (50%2/3) of the total voting power represented by directors then still in office who either were directors at the voting securities beginning of the Corporation period or such surviving entity whose election or its parent outstanding immediately after such merger or consolidation; or (d) Individuals who are members of the Board (the “Incumbent Board”) nomination for election was previously so approved, 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.thereof;

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 the purposes of this Agreement, a Change in Control” Control shall be deemed to occur upon when and if, during the earliest to occur after the date of this Agreement of any of the following events;Employment Period: (ai) Any “person” any person (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act, including any affiliate or associate as defined in Rule 12(b)-2 under the Exchange Act of 1934such person, other than the Company, any trustee or other fiduciary holding securities under an employee benefit plan of the Company, or any corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as amended (their ownership of stock of the “Exchange Act”)Company) becomes the “a "beneficial owner” " (as defined in Rule 13d-3 of under the Exchange Act), directly or indirectly, of securities of the Corporation Company representing 30% 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 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 Company's then 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 consolidationsecurities; or (dii) Individuals who are members individuals who, as of the date hereof, constitute the Board (the “"Incumbent Board”") cease for any reason to constitute at least a majority of the members of Board, provided that any person becoming a director subsequent to 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 a majority of the members of directors then comprising the Incumbent Board then still in office, such new member shallshall be, for purposes of this PlanAgreement, be considered as though such person were a member of the Incumbent Board. A transaction shall not constitute a Change in Control if its sole purpose is to change ; or (iii) the state stockholders of the Corporation’s incorporation Company approve a definitive agreement to merge or consolidate the Company with or into another corporation or other enterprise in which the holders of outstanding stock of the Company entitled to create a holding company that will be owned vote in substantially the same proportions by the persons who held the Corporation’s securities elections of directors immediately before such transactionmerger or consolidation hold less than 50% of the voting power of the survivor of such merger or consolidation or its parent, or approve a plan of liquidation; or (iv) at least 80% of the Company's assets are sold and transferred to another corporation or other enterprise that is not a subsidiary, direct or indirect, or other affiliate of the Company.

Change in Control Defined. A “For purposes of this Agreement, a "Change in Control” " of the Company shall be deemed to occur upon have occurred if at any time during the earliest to occur after the date of this Agreement of term any of the following eventsevents shall occur: (i) The Company is merged or consolidated with another corporation and immediately thereafter less than eighty percent (80%) of the outstanding voting securities of the surviving or resulting corporation are voting securities of the Company outstanding immediately prior to such merger or consolidation, or are voting securities issued in exchange for such voting securities of the Company as a result of the merger or consolidation; (aii) Any “person” There is a report filed on Schedule 13D or Schedule 14D-1 (or any successor scheduled, form or report) each as such term is used in Sections 13(d) and 14(d) of promulgated pursuant to the Securities and Exchange Act of 1934, as amended (the “"Exchange Act”)") becomes disclosing the “beneficial owner” acquisition of twenty percent (20%) or more of the voting stock of the Company in a transaction or series of transactions by any person (as defined the term "person" is used in Rule 13d-3 Section 13(d)(3) or Section 14(d)(2) 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; (biii) The consummation Company files a report or proxy statement with the Securities and Exchange Commission pursuant to the Exchange Act disclosing in response to Item 1 of Form 8-K thereunder or Item 6(a) of Schedule 14A thereunder (or any similar items of successor schedules, form or reports) that a Change in Control of the sale Company has or disposition by the Corporation of all may have occurred or substantially all of the Corporation’s assets; (c) The consummation of a merger will or consolidation of the Corporation with or into any other entity, other than a merger or consolidation which would result may occur in the voting securities of the Corporation outstanding immediately prior thereto continuing future pursuant to represent (either by remaining outstanding any then-existing contract 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 consolidationtransaction; or (div) Individuals During any period of twenty-four (24) consecutive months, individuals who are members at the beginning of any such period constitute the directors of the Board (the “Incumbent Board”) Company cease for any reason to constitute at least a majority thereof unless the election, or the nomination for election by the Company's shareholders, of each new director of the members Company was approved by a vote of at least two-thirds (2/3) 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 directors of the members of the Incumbent Board Company then still in office, such new member shall, for purposes of this Plan, be considered as a member office who were directors of the Incumbent Board. A transaction shall not constitute a Change in Control if its sole purpose is to change Company at the state beginning 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 any such transactionperiod.

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 1▇▇▇ (▇▇▇ "▇▇▇▇▇▇▇▇ ▇▇▇"); 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 For purposes of this Agreement, “Change in Control” of the Company or the Bank shall be deemed to occur upon the earliest to occur after the date of this Agreement of any have occurred if and when: (i) a change in control of the following events; (a) Any “person” (as such term is used Company occurs, of a nature that would be required to be reported in Sections 13(d) and 14(dresponse to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) , or any successor thereto, whether or not any security of the Company is registered under Exchange Act; provided that, without limitation, such a Change in Control shall be deemed to have occurred if any person 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 by of the CorporationCompany’s then-then outstanding voting securities; (bii) The consummation during any period of two consecutive years, individuals (the sale or disposition by “Continuing Directors”) who at the Corporation beginning of all or substantially all such period constitute the board of directors (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%“Existing Board”) 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”) Company cease for any reason to constitute at least a majority of the members of the Board over a period of 12 months; providedtwo-thirds thereof, however, provided that if the appointment or any individual whose 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 election as a member of the Incumbent BoardExisting Board was approved by a vote of at least two-thirds of the Continuing Directors then in office shall be considered a Continuing Director unless her or his initial assumption of office occurs as a result of an actual or threatened contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies by or on behalf of someone other than a Continuing Director; (iii) the Company or the Bank transfers substantially all of its assets to another corporation or entity which is not an affiliate of the Company or the Bank; (iv) any person other than the Company acquires ownership, holding or the power to vote 25% or more of the combined voting power of the Bank; (v) the Company or the Bank is merged or consolidated with another corporation or entity and, as a result of such merger or consolidation, less than sixty percent (60%) of the combined voting power in the surviving or resulting corporation is owned by the former shareholders of the Company or the Bank; or (vi) a change in the ownership of the Company or the Bank, a change in the effective control of the Company or the Bank or a change in the ownership of a substantial portion of the assets of the Company or the Bank, in each case as provided under Section 409A of the Code . A transaction In no event, however, shall not constitute a Change in Control if its sole purpose is be deemed to change the state have occurred as a result of any acquisition of securities or assets of the Corporation’s incorporation Company, the Bank or to create a holding company that will be owned in substantially the same proportions subsidiary of either of them, by the persons who held Company, the Corporation’s securities immediately before such transactionBank, any subsidiary of either of them, or by any employee benefit plan maintained by any of them. For purposes of this Section 5, the term “person” shall include the meaning assigned to it under Sections 13(d)(3) or 14(d)(2) of the Exchange Act.

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: (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 (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 securitiessecurities of the Company entitled to vote generally in the election of directors (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 the Company, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by 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; (bii) The consummation individuals who, as 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 entitydate hereof, 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 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; (iii) 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 (iv) 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 E. T. ▇▇▇▇▇▇▇▇, 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 “▇▇▇▇▇▇▇▇ Shareholders”) so long as the ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ 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 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 means any one or more of the following events: (1) When the individuals who, at the beginning of any period of two years or less, constituted the Board cease, for any reason, to constitute at least a majority thereof unless the election or nomination for election of each new director was approved by the vote of at least two thirds of the directors then still in office who were directors at the beginning of such period; (a2) Any “person” A change of control of the Company through a transaction or series of transactions, such that any person (as such that term is used in Sections 13(d) Section 13 and 14(d14(d)(2) of the Securities Exchange Act of 1934, as amended 1934 (the “Exchange 1934 Act”)) ), excluding affiliates of the Company as of the Effective Date, is or becomes the “beneficial owner” owner (as defined that term is used in Rule 13d-3 Section 13(d) of the Exchange Act), 1▇▇▇ ▇▇▇) directly or indirectly, of securities of the Corporation Company representing 20% or more than fifty percent (50%) of the total combined voting power represented by of the CorporationCompany’s then-then outstanding voting securities; (b3) The consummation Any merger, consolidation or liquidation of the sale Company in which the Company is not the continuing or disposition by the Corporation of all surviving company or substantially all of the Corporation’s assets; (c) The consummation of a merger pursuant to which stock would be converted into cash, securities or consolidation of the Corporation with or into any other entityproperty, other than a merger or consolidation which would result in the voting securities of the Corporation outstanding Company in which the holders of the shares of stock immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities before the merger have the same proportionate ownership of common stock of the surviving entity or its parentcompany immediately after the merger; (4) more than fifty percent (50%) The shareholders of the total voting power represented by Company approve any plan or proposal for the voting securities liquidation or dissolution of the Corporation or such surviving entity or its parent outstanding immediately after such merger or consolidationCompany; or (d5) Individuals who are members Substantially all of the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority assets of the members Company are sold or otherwise transferred to parties that are not within a “controlled group of corporations” (as defined in Section 1563 of the Board over a period of 12 months; provided, however, that if Code) in which 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 Company is a member of at 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 transactionRelevant Date.

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 ▇. ▇. ▇▇▇▇▇▇▇▇, 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 "▇▇▇▇▇▇▇▇ Shareholders") so long as the ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ 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 “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 “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 (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 “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” 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;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 (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 securitiessecurities of the Company entitled to vote generally in the election of directors (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 the Company, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by 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; (bii) The consummation individuals who, as 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 entitydate hereof, 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 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; (iii) 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 - 2 - 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 (iv) 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 E. T. ▇▇▇▇▇▇▇▇, 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 “▇▇▇▇▇▇▇▇ Shareholders”) so long as the ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ 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 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 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 “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 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 “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 “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 “"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 “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 “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 For purposes of this Agreement, the term “Change in Control” shall be deemed to occur upon have occurred on the earliest to occur after the date of this Agreement of any of the following events;dates: (ai) Any “person” the date any person or group of persons (as such term is used defined in Sections Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) becomes together with its affiliates, excluding employee benefit plans of the Company and its Affiliates, is or becomes, directly or indirectly, the “beneficial owner” (as defined in Rule 13d-3 of promulgated under the Exchange Act)) of securities of the Company representing twenty percent (20%) or more of the combined voting power of the Company’s then outstanding voting securities (excluding the acquisition of securities of the Company by an entity at least eighty percent (80%) of the outstanding voting securities of which are, directly or indirectly, beneficially owned by the Company); or (ii) the date when, as a result of a tender offer or exchange offer for the purchase of securities of the Corporation representing more Company (other than fifty percent such an offer by the Company for its own securities), or as a result of a proxy contest, merger, share exchange, consolidation or sale of assets, or as a result of any combination of the foregoing, individuals who, at the beginning of any two- (50%2) year period during the duration of the Agreement, constitute the Board of Directors of the Company (“Company Board”), plus new directors whose election or nomination for election by the Company’s shareholders is approved by a vote of at least two-thirds (2/3) of the total voting power represented by directors still in office who were directors at the Corporation’s thenbeginning of such two- (2-) year period, cease for any reason during such two- (2) year period to constitute at least two-outstanding voting securities;thirds (2/3) of the members of such Company Board; or (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 date a merger merger, share exchange or consolidation of the Corporation Company with or into any other entitycorporation or entity is consummated regardless of which entity is the survivor, other than a merger merger, share exchange 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 parentacquiring entity) more than at least fifty percent (50%) of the total combined voting power represented by of the voting securities of the Corporation Company or such surviving or acquiring entity or its parent outstanding immediately after such merger merger, share exchange or consolidation; or (div) Individuals who are members the date the shareholders of the Board (the “Incumbent Board”) cease for any reason to constitute at least Company approve a majority plan of complete liquidation or winding-up of the members Company; or (v) the date a sale or disposition by the Company of all or substantially all of the Board over a period of 12 months; providedCompany’s assets is consummated. To the extent necessary to comply with Code Section 409A, 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 will be deemed to have occurred only if its sole purpose is to the event also constitutes a change in the state effective ownership or effective control of the Corporation’s incorporation Company or to create the Bank, as applicable, or a holding company that will be owned change in substantially the same proportions by ownership of a substantial portion of the persons who held assets of the Corporation’s securities immediately before such transactionCompany or the Bank, as applicable, in each case within the meaning of Treasury Regulation section 1.409A-3(i)(5).

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.