Common use of Change in Control of the Company Clause in Contracts

Change in Control of the Company. For purposes of this Agreement, a “Change in Control of the Company” shall mean any of the following events: (A) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of twenty-five percent (25%) or more of either (i) the then outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”), or (ii) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subparagraph (A), the following acquisitions shall not constitute a Change in Control of the Company: (1) any acquisition directly from the Company; (2) any acquisition by the Company; (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; or (4) any acquisition by any corporation pursuant to a transaction which complies with clauses (1), (2) and (3) of subparagraph (C) below; (B) 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 Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board 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; (C) Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (a “Business Combination”), in each case, unless, following such Business Combination, (1) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty percent (50%) of, respectively, 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 which 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 Outstanding Company Voting Securities, as the case may be, (2) 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, twenty-five percent (25%) 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 (3) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; (D) Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.

Change in Control of the Company. For purposes of this Agreement, a “"Change in Control of the Company” " shall mean any of the following eventsbe deemed to occur if: (Ai) The acquisition by any individual, entity or group (within the meaning there shall have occurred a change in control of Section 13(d)(3) or 14(d)(2a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (the “"Exchange Act”")) (, as in effect on the date hereof, whether or not the Company is then subject to such reporting requirement, provided, however, that there shall not be deemed to be a “Person”) Change in Control of beneficial ownership (within the meaning Company if immediately prior to the occurrence of Rule 13d-3 promulgated under the Exchange Act) of twenty-five percent (25%) or more of either (i) the then outstanding shares of common stock what would otherwise be a Change in Control of the Company (a) the “Outstanding Executive is the other party to the transaction (a "Control of the Company Common Stock”Event") that would otherwise result in a Change in Control of the Company or (b) the Executive is an Executive officer, trustee, director or more than 5% equity holder of the other party to the Control of the Company Event or of any entity, directly or indirectly, controlling such other party; (ii) the Company merges or consolidates with, or sells all or substantially all of its assets to, another company (each, a "Transaction"), provided, however, that a Transaction shall not be deemed to result in a Change in Control of the Company if (a) immediately prior thereto the circumstances in (i)(a) or (i)(b) above exist, or (iib) (1) the shareholders of the Company, immediately before such Transaction own, directly or indirectly, immediately following such Transaction in excess of fifty percent (50%) of the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subparagraph (A), the following acquisitions shall not constitute a Change in Control of the Company: (1) any acquisition directly from the Company; (2) any acquisition by the Company; (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; or (4) any acquisition by any corporation pursuant to a transaction which complies with clauses (1), (2) and (3) of subparagraph (C) below; (B) 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 Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board 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; (C) Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (a “Business Combination”), in each case, unless, following such Business Combination, (1) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty percent (50%) of, respectively, 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 entity resulting from such Business Combination Transaction (including, without limitation, a corporation which 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"Surviving Corporation") in substantially the same proportions proportion as their ownership, ownership of the voting securities of the Company immediately before such Transaction and (2) the individuals who were members of the Company's Board of Trustees immediately prior to such Business Combination the execution of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (2) no Person (excluding any corporation resulting from agreement providing for 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, twenty-five percent (25%) 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 (3) Transaction constitute at least a majority of the members of the board of directors or the board of trustees, as the case may be, of the Surviving Corporation, or of a corporation or other entity beneficially directly or indirectly owning a majority of the outstanding voting securities of the Surviving Corporation; or (iii) the Company acquires assets of another company or a subsidiary of the Company merges or consolidates with another company (each, an "Other Transaction") and (a) the shareholders of the Company, immediately before such Other Transaction own, directly or indirectly, immediately following such Other Transaction 50% or less of the combined voting power of the outstanding voting securities of the corporation or other entity resulting from such Business Combination Other Transaction (the "Other Surviving Corporation") in substantially the same proportion as their ownership of the voting securities of the Company immediately before such Other Transaction or (b) the individuals who were members of the Company's Board at the time of Trustees immediately prior to the execution of the initial agreementagreement providing for such Other Transaction constitute less than a majority of the members of the board of directors or the board of trustees, as the case may be, of the Other Surviving Corporation, or of the action a corporation or other entity beneficially directly or indirectly owning a majority of the Boardoutstanding voting securities of the Other Surviving Corporation, providing for such Business Combination; (D) Approval by the shareholders provided, however, that an Other Transaction shall not be deemed to result in a Change in Control of the Company of a complete liquidation if immediately prior thereto the circumstances in (i)(a) or dissolution of the Company(i)(b) above exist.

Change in Control of the Company. For purposes of this Agreement, a “Change in Control of the Company” shall mean the occurrence of any of the following eventsafter the Effective Date: (Aa) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a ““ Covered Person”) of beneficial ownership (within the meaning of Rule rule 13d-3 promulgated under the Exchange Act) of twenty-five percent (25%) 35% or more of either (i) the then outstanding shares of the common stock of the Company (the “Outstanding Company Common Stock”), or (ii) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subparagraph subsection (A)a) of this Section 2, the following acquisitions shall not constitute a Change in Control of the Company: (1i) any acquisition directly from the Company; , (2ii) any acquisition by the Company; , (3iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation entity controlled by the Company; , or (4iv) any acquisition by any corporation pursuant to a transaction which complies with clauses (1i), (2ii) and (3iii) of subparagraph subsection (Cc) below;of this Section 2; or (Bb) Individuals who, as of the date hereofEffective Date, constitute the Board of Directors (the “Incumbent Board”) cease for any reason to constitute at least a majority of the BoardBoard of Directors; provided, however, that any individual becoming a director subsequent to the date hereof Effective Date whose election, or nomination for election by the Company’s shareholdersstockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding excluding, for this purpose 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 Covered Person other than the Board;; or (Cc) Consummation of (xx) a reorganization, merger or consolidation or sale of the Company or other any subsidiary of the Company, or (yy) a disposition of all or substantially all of the assets of the Company (a “Business Combination”), in each case, unless, following such Business Combination, (1i) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly direct or indirectly, more than fifty percent (50%) 65% of, respectively, 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 which 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, ownership immediately prior to such Business Combination of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (2ii) no Covered 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, twenty-five percent (25%) 35% 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 corporation, except to the extent that such ownership existed prior to the Business Combination, and (3iii) 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 BoardBoard of Directors, providing for such Business Combination; (D) Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.

Change in Control of the Company. For purposes of this Agreement, a “Change in Control of the Company” shall mean the occurrence of any of the following eventsafter the Effective Date: (Aa) The the acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a ““ Covered Person”) of beneficial ownership (within the meaning of Rule rule 13d-3 promulgated under the Exchange Act) of twenty-five 20 percent (25%) or more of either (i) the then outstanding shares of the common stock of the Company (the “Outstanding Company Common Stock”), or (ii) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subparagraph subsection (A)a) of this Section 2, the following acquisitions shall not constitute a Change in Control of the Company: (1i) any acquisition directly from the Company; , (2ii) any acquisition by the Company; , (3iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation entity controlled by the Company; , or (4iv) any acquisition by any corporation pursuant to a transaction which complies with clauses (1i), (2ii) and (3iii) of subparagraph subsection (Cc) below;of this Section 2; or (Bb) Individuals individuals who, as of the date hereofEffective Date, constitute the Board of Directors (the “Incumbent Board”) cease for any reason to constitute at least a majority of the BoardBoard of Directors; provided, however, that any individual becoming a director subsequent to the date hereof Effective Date whose election, or nomination for election by the Company’s shareholdersstockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding excluding, for this purpose 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 Covered Person other than the Board;; or (Cc) Consummation the consummation of (xx) a reorganization, merger or merger, consolidation or sale of the Company, or other (yy) a disposition of all or substantially all of the assets of the Company (a “Business Combination”), in each case, unless, following such Business Combination, (1i) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly direct or indirectly, more than fifty 80 percent (50%) of, respectively, 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 which 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, ownership immediately prior to such Business Combination of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (2ii) no Covered 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, twenty-five 20 percent (25%) 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 corporation, except to the extent that such ownership existed prior to the Business Combination, and (3iii) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination Combination, were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the BoardBoard of Directors, providing for such Business Combination;; or (Dd) Approval the approval by the shareholders stockholders of the Company of a complete liquidation or dissolution of the Company.

Change in Control of the Company. For purposes of this Agreement, a “Change in Control of the Company” shall mean the occurrence of any of the following eventsafter the Effective Date: (Aa) The the acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a ““ Covered Person”) of beneficial ownership (within the meaning of Rule rule 13d-3 promulgated under the Exchange Act) of twenty-five 20 percent (25%) or more of either (i) the then outstanding shares of the common stock of the Company (the “Outstanding Company Common Stock”), or (ii) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subparagraph subsection (A)a) of this Section 2, the following acquisitions shall not constitute a Change in Control of the Company: (1i) any acquisition directly from the Company; , (2ii) any acquisition by the Company; , (3iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation entity controlled by the Company; , or (4iv) any acquisition by any corporation pursuant to a transaction which complies with clauses (1i), (2ii) and (3iii) of subparagraph subsection (Cc) below;of this Section 2; or (Bb) Individuals individuals who, as of the date hereofEffective Date, constitute the Board of Directors (the “Incumbent Board”) cease for any reason to constitute at least a majority of the BoardBoard of Directors; provided, however, that any individual becoming a director subsequent to the date hereof Effective Date whose election, or nomination for election by the Company’s shareholdersstockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding excluding, for this purpose 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 Covered Person other than the Board;; or (Cc) Consummation the consummation of (xx) a reorganization, merger or consolidation or sale of the Company, or other (yy) a disposition of all or substantially all of the assets of the Company (a “Business Combination”), in each case, unless, following such Business Combination, (1i) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly direct or indirectly, more than fifty 80 percent (50%) of, respectively, 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 which 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, ownership immediately prior to such Business Combination of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (2ii) no Covered 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, twenty-five 20 percent (25%) 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 corporation, except to the extent that such ownership existed prior to the Business Combination, and (3iii) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination Combination, were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the BoardBoard of Directors, providing for such Business Combination;; or (Dd) Approval the approval by the shareholders stockholders of the Company of a complete liquidation or dissolution of the Company.

Change in Control of the Company. For purposes of this Agreement, a “Change in Control of the Company” shall mean the occurrence of any of the following eventsafter the Effective Date: (Aa) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Covered Person”) of beneficial ownership (within the meaning of Rule rule 13d-3 promulgated under the Exchange Act) of twenty-five percent (25%) 35% or more of either (i) the then outstanding shares of the common stock of the Company (the “Outstanding Company Common Stock”), or (ii) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subparagraph subsection (A)a) of this Section 2, the following acquisitions shall not constitute a Change in Control of the Company: (1i) any acquisition directly from the Company; , (2ii) any acquisition by the Company; , (3iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation entity controlled by the Company; , or (4iv) any acquisition by any corporation pursuant to a transaction which complies with clauses (1i), (2ii) and (3iii) of subparagraph subsection (Cc) below;of this Section 2; or (Bb) Individuals who, as of the date hereofEffective Date, constitute the Board of Directors (the “Incumbent Board”) cease for any reason to constitute at least a majority of the BoardBoard of Directors; provided, however, that any individual becoming a director subsequent to the date hereof Effective Date whose election, or nomination for election by the Company’s shareholdersstockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding excluding, for this purpose 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 Covered Person other than the Board;; or (Cc) Consummation of (xx) a reorganization, merger or consolidation or sale of the Company or other any subsidiary of the Company, or (yy) a disposition of all or substantially all of the assets of the Company (a “Business Combination”), in each case, unless, following such Business Combination, (1i) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly direct or indirectly, more than fifty percent (50%) 65% of, respectively, 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 which 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, ownership immediately prior to such Business Combination of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (2ii) no Covered 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, twenty-five percent (25%) 35% 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 corporation, except to the extent that such ownership existed prior to the Business Combination, and (3iii) 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 BoardBoard of Directors, providing for such Business Combination; (D) Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.

Change in Control of the Company. For purposes of this Agreement, a “Change in Control of the Company” shall mean any of the following eventsbe deemed to have occurred if: (Ai) The acquisition by any individual, entity Person (other than the Company or group (within the meaning of Section 13(d)(3) any trustee or 14(d)(2) other fiduciary holding securities under an employee benefit plan of the Securities Exchange Act Company) is or becomes the Beneficial Owner, directly or indirectly, of 1934, as amended securities of the Company representing one-third (the “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of twenty-five percent (2533 1/3%) or more of either (i) the then outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”), or (ii) the combined voting power of the Company’s then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subparagraph (A), the following acquisitions shall not constitute a Change in Control of the Company: (1) any acquisition directly from the Company; (2) any acquisition by the Company; (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; or (4) any acquisition by any corporation pursuant to a transaction which complies with clauses (1), (2) and (3) of subparagraph (C) belowsecurities; (Bii) Individuals the following individuals cease for any reason to constitute a majority of the number of directors then serving: individuals who, as of the date hereofof this Agreement, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of Directors of the Board; provided, however, that Company and any individual becoming new director (other than a director subsequent whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the date hereof election of directors of the Company) whose election, appointment or election by the Board of Directors of the Company or nomination for election by the Company’s shareholders, stockholders was approved or recommended by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors as of the date of this Agreement or whose appointment, election or nomination for election was previously so approved or recommended; (iii) there is consummated a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation, other than a merger or consolidation immediately following which the individuals who comprise the Board of Directors of the Company immediately prior thereto constitute at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of Directors of the Incumbent BoardCompany, but excluding for this purpose any the entity surviving 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; (C) Consummation of a reorganization, merger or consolidation or, if the Company or the entity surviving such merger is then a subsidiary, the ultimate parent thereof; or (iv) the stockholders of the Company approve a plan of complete liquidation of the Company or there is consummated an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets (or any transaction having a similar effect), other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity, immediately following which the individuals who comprise the Board of Directors of the Company immediately prior thereto constitute at least a majority of the board of directors of the entity to which such assets are sold or disposed of or, if such entity is a subsidiary, the ultimate parent thereof. Notwithstanding the foregoing, a Change in Control of the Company shall not be deemed to have occurred by virtue of the consummation of any transaction or series of integrated transactions immediately following which the holders of the Stock immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in an entity which owns all or substantially all of the assets of the Company (a “Business Combination”), in each case, unless, immediately following such Business Combination, (1) all transaction or substantially all series of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty percent (50%) of, respectively, 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 which 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 Outstanding Company Voting Securities, as the case may be, (2) 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, twenty-five percent (25%) 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 (3) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; (D) Approval by the shareholders of the Company of a complete liquidation or dissolution of the Companytransactions.

Change in Control of the Company. For purposes of this Agreement, a “Change in Control of the Company” shall mean any of the following events: (A) The acquisition by if any individual, entity “person” or group (within the meaning of Section 13(d)(3“group” as those terms are used in Sections 13(d) or 14(d)(2and 14(d) of the Securities Exchange Act of 1934or any successors thereto, as amended (other than an Exempt Person, is or becomes the “Exchange Act”)) beneficial owner” (a “Person”) of beneficial ownership (within the meaning of as defined in Rule 13d-3 promulgated under the Exchange ActAct or any successor thereto), directly or indirectly, of securities of the Company representing (A) of twenty-five percent (25%) 50% or more of either (i) the then outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”), or (ii) the combined voting power of the Company’s then outstanding securities or (B) 30% or more of the combined voting power of the Company’s then outstanding securities if at such time, such person or group also beneficially owns more of the combined voting power of the Company’s then outstanding securities than an Exempt Person; or (B) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board and any new directors whose election by the Board or nomination for election by the Company’s stockholders was approved by at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election was previously so approved, cease for any reason to constitute a majority thereof; or (C) the consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation (A) which would result in all or a portion of the voting securities of the Company entitled outstanding immediately prior thereto continuing to vote generally in the election of directors represent (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subparagraph (A), the following acquisitions shall not constitute a Change in Control either by remaining outstanding or by being converted into voting securities of the Company: (1surviving entity) any acquisition directly from more than 50% of the Company; (2) any acquisition by combined voting power of the Company; (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by voting securities of the Company or any corporation controlled by the Company; such surviving entity outstanding immediately after such merger or (4) any acquisition by any corporation pursuant to a transaction which complies with clauses (1), (2) and (3) of subparagraph (C) below; consolidation or (B) Individuals who, as by which the corporate existence of the date hereof, constitute Company is not affected and following which the Board Company’s chief executive officer and directors retain their positions with the Company (the “Incumbent Board”) cease for any reason to and constitute at least a majority of the Board); provided, however, that any individual becoming or (D) the consummation of a director subsequent to plan of complete liquidation of the date hereof whose election, Company or nomination for election consummation of the sale or disposition by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board 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; (C) Consummation of a reorganization, merger or consolidation or sale or other disposition Company of all or substantially all of the assets of the Company (a “Business Combination”), in each case, unless, following such Business Combination, (1) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty percent (50%) of, respectively, 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 which 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 subsidiariesassets, other than a sale to an Exempt Person. (E) in substantially For purposes of this Agreement, the same proportions as term (i) “Exempt Person” means (a) MatlinPatterson Global Opportunities Fund L.P., MatlinPatterson Global Opportunities Partners, L.P., MatlinPatterson Global Opportunities Partners B, L.P., MatlinPatterson LLC, MatlinPatterson Asset Management LLC, MatlinPatterson Global Advisers LLC, MatlinPatterson Global Opportunities Partners (Bermuda), L.P., MatlinPatterson Global Partners LLC and any of their ownership, immediately prior to such Business Combination of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may berespective affiliated entities, (2b) no Person any person, entity or group under the control of any party included in clause (excluding any corporation resulting from such Business Combination a), or (c) any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly a trustee or indirectly, twenty-five percent (25%) other administrator 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 fiduciary holding securities of such corporation except to the extent that such ownership existed prior to the Business Combination, and (3) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; (D) Approval by the shareholders of the Company of a complete liquidation or dissolution under an employee benefit plan of the Company.

Change in Control of the Company. For purposes of this Agreement, a “"Change in Control of the Company” " shall mean any of the following eventsbe deemed to have occurred if: (Aa) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of twenty-five percent (25%) or more of either (i) the then outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”), or (ii) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subparagraph (A), the following acquisitions shall not constitute a Change in Control of the Company: (1) any acquisition directly from the Company; (2) any acquisition by the Company; (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; or (4) any acquisition by any corporation pursuant to a transaction which complies with clauses (1), (2) and (3) of subparagraph (C) below; (B) Individuals individuals who, as of the date hereofof this Agreement, constitute the entire Board of Directors of the Company (the “"Incumbent Board”Directors") cease for any reason to constitute at least a majority of the Board of Directors of the Company (the "Board"); providedPROVIDED, howeverHOWEVER, that any individual becoming a director subsequent to the date hereof of this Agreement whose election, or nomination for election by the Company’s 's shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding for this purpose Directors (other than any such individual whose initial assumption of office occurs as a is the result of an actual or threatened election contest with respect relating 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 BoardCompany) shall also be an Incumbent Director; (Cb) Consummation of a reorganizationany merger, merger or consolidation or sale reorganization of the Company (or, if the capital stock of the Company is affected, any Subsidiary (as defined below)) or any sale, lease, or other disposition (in one transaction or a series of transactions contemplated or arranged by any party as a single plan) of all or substantially all of the assets of the Company (a “Business Combination”), in each case, unless, following such Business Combination, (1) all or substantially all of the individuals foregoing being an "Acquisition Transaction") shall have been effected and entities who were (A) the beneficial owners, respectively, shareholders of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination Acquisition Transaction do not immediately after such Acquisition Transaction beneficially own, directly or indirectly, shares representing in the aggregate more than fifty percent 65% of (50%I) of, respectively, the then then-outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in corporation surviving or resulting from such merger, consolidation or recapitalization or acquisition of such assets of the election of directorsCompany, as the case may bebe (the "Surviving Corporation") (or of its ultimate parent corporation, if any) and (II) the Combined Voting Power (as defined below) of the corporation resulting from such Business Combination then outstanding Voting Securities (includingas defined below) of the Surviving Corporation (or of its ultimate parent corporation, without limitation, a corporation which as a result if any); (B) the Incumbent Directors at the time of the initial approval of such transaction owns the Company or all or substantially all Acquisition Transaction do not immediately after such Acquisition Transaction constitute a majority 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 Board of Directors of the Outstanding Company Common Stock and Outstanding Company Voting SecuritiesSurviving Corporation (or of its ultimate parent corporation, as the case may be, if any); or (2C) no any Person (excluding including any corporation resulting from such Business Combination or Acquisition Transaction and any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combinationcorporation) beneficially owns, directly or indirectly, twenty-five percent (25%) 20% or more of, respectively, of either (i) the then then-outstanding shares of common stock of the corporation resulting from such Business Combination Acquisition Transaction or (ii) the combined voting power Combined Voting Power of all then-outstanding Voting Securities of the then outstanding voting securities of such corporation Surviving Corporation except to the extent that such ownership existed prior to the Business Combination, and (3) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination;Acquisition Transaction; or (Dc) Approval by the shareholders of the Company of a complete shall approve any plan or proposal for the liquidation or dissolution of the Company; or (d) any Person (as defined below) shall become the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), directly or indirectly, of securities of the Company representing in the aggregate 20% or more of either (i) the then outstanding shares of Company Common Stock ("Common Stock"), or (ii) the Combined Voting Power of all then outstanding Voting Securities of the Company; PROVIDED, HOWEVER, that notwithstanding the foregoing, a Change in Control of the Company shall not be deemed to have occurred for purposes of this clause (d) solely as the result of: (A) an acquisition of securities by the Company which, by reducing the number of shares of Common Stock or other Voting Securities outstanding, increases (I) the proportionate number of shares of Common Stock beneficially owned by any Person to 20% or more of the shares of Common Stock then outstanding or (II) the proportionate voting power represented by the Voting Securities beneficially owned by any Person to 20% or more of the Combined Voting Power of all then outstanding Voting Securities; or (B) an acquisition of securities directly from the Company, except that this subsection (B) shall not apply to: (I) any conversion or exercise of a security that was not acquired directly from the Company; or (II) any acquisition of securities if the Incumbent Directors at the time of the initial approval of such acquisition would not immediately after (or otherwise as a result of) such acquisition constitute a majority of the Board; PROVIDED, HOWEVER, that if any Person referred to in subsections (A) or (B) of this clause (d) shall thereafter become the beneficial owner of any additional shares of Company Common Stock or other Voting Securities of the Company (other than pursuant to a stock split, stock dividend or similar transaction or an acquisition exempt under such subsection (B)), then a Change in Control of the Company shall be deemed to have occurred for purposes of this clause (d). (e) Notwithstanding anything contained in this Agreement to the contrary, if the Executive's employment is terminated prior to a Change in Control of the Company and the Executive reasonably demonstrates that such termination (i) was at the request of a Third Party (as defined below) or (ii) otherwise occurred in connection with or in anticipation of a Change in Control of the Company, then for all purposes of the Agreement, the date of such Change in Control of the Company shall mean the date immediately prior to the date of such termination of the Executive's employment. (f) For purposes of this Agreement:

Change in Control of the Company. For purposes of this Agreement, a “Change in Control of the Company” shall mean any of the following eventsbe deemed to have occurred if: (Ai) The acquisition by any individual, entity Person (other than the Company or group (within the meaning of Section 13(d)(3) any trustee or 14(d)(2) other fiduciary holding securities under an employee benefit plan of the Securities Exchange Act Company) is or becomes the Beneficial Owner, directly or indirectly, of 1934, as amended securities of the Company 2 representing one-third (the “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of twenty-five percent (2533 1/3%) or more of either (i) the then outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”), or (ii) the combined voting power of the Company’s then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subparagraph (A), the following acquisitions shall not constitute a Change in Control of the Company: (1) any acquisition directly from the Company; (2) any acquisition by the Company; (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; or (4) any acquisition by any corporation pursuant to a transaction which complies with clauses (1), (2) and (3) of subparagraph (C) belowsecurities; (Bii) Individuals the following individuals cease for any reason to constitute a majority of the number of directors then serving: individuals who, as of the date hereofof this Agreement, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of Directors of the Board; provided, however, that Company and any individual becoming new director (other than a director subsequent whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the date hereof election of directors of the Company) whose election, appointment or election by the Board of Directors of the Company or nomination for election by the Company’s shareholders, stockholders was approved or recommended by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors as of the date of this Agreement or whose appointment, election or nomination for election was previously so approved or recommended; (iii) there is consummated a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation, other than a merger or consolidation immediately following which the individuals who comprise the Board of Directors of the Company immediately prior thereto constitute at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of Directors of the Incumbent BoardCompany, but excluding for this purpose any the entity surviving 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; (C) Consummation of a reorganization, merger or consolidation or, if the Company or sale or other disposition of all or substantially all of the assets entity surviving such merger is then a subsidiary, the ultimate parent thereof; or (iv) the stockholders of the Company (approve a “Business Combination”), in each case, unless, following such Business Combination, (1) all or substantially all plan of the individuals and entities who were the beneficial owners, respectively, complete liquidation of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty percent (50%) of, respectively, 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 which as a result of such transaction owns the Company or there is consummated an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets either directly (or through one any transaction having a similar effect), other than a sale or more subsidiaries) in disposition by the Company of all or substantially all of the same proportions as their ownershipCompany’s assets to an entity, immediately prior to such Business Combination following which the individuals who comprise the Board of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (2) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) Directors of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, twenty-five percent (25%) 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 immediately prior to the Business Combination, and (3) thereto constitute at least a majority of the members of the board of directors of the corporation resulting from entity to which such Business Combination were members assets are sold or disposed of or, if such entity is a subsidiary, the Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; (D) Approval by the shareholders of the Company of a complete liquidation or dissolution of the Companyultimate parent thereof.

Change in Control of the Company. For purposes The occurrence of this Agreement, a “Change in Control of the Company” shall mean any one of the following events: (i) any Person (other than (A) The acquisition by the Company or any individualof its subsidiaries, entity (B) a trustee or group (within the meaning of Section 13(d)(3) or 14(d)(2) other fiduciary holding securities under any employee benefit plan of the Securities Exchange Act Company or any of 1934its subsidiaries, (C) an underwriter temporarily holding securities pursuant to an offering of such securities or (D) a corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as amended their ownership of stock in the Company (“Excluded Persons”)) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its Affiliates after January 1, 2011, pursuant to express authorization by the Board of Directors of the Company (the “Exchange Act”)) (a “PersonBoard”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Actthat refers to this exception) of twenty-five percent (25%) representing 50% or more of either (i) the then outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”), or (ii) the combined voting power of the Company’s then outstanding voting securities entitled to vote generally in the election of directors; or (ii) the following individuals cease for any reason to constitute a majority of the number of directors of the Company then serving: (A) individuals who, on January 1, 2011, constituted the Board and (B) any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Company), whose appointment or election by the Board or nomination for election by the Company’s shareholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors on January 1, 2011, or whose initial appointment, election or nomination for election as a director which occurred after January 1, 2011 was approved by such vote of the directors then still in office at the time of such initial appointment, election or nomination who were themselves either directors on January 1, 2011 or initially appointed, elected or nominated by such two-thirds (2/3) vote as described above ad infinitum (collectively the “Continuing Directors”); provided, however, that individuals who are appointed to the Board pursuant to or in accordance with the terms of an agreement relating to a merger, consolidation, or share exchange involving the Company (or any direct or indirect subsidiary of the Company) shall not be Continuing Directors for purposes of this Agreement until after such individuals are first nominated for election by a vote of at least two-thirds (2/3) of the then Continuing Directors and are thereafter elected as directors by the shareholders of the Company at a meeting of shareholders held following consummation of such merger, consolidation, or share exchange; and, provided further, that in the event the failure of any such persons appointed to the Board to be Continuing Directors results in a Change in Control of the Company, the subsequent qualification of such persons as Continuing Directors shall not alter the fact that a Change in Control of the Company occurred; or (iii) a merger, consolidation or share exchange of the Company with any other corporation is consummated or voting securities of the Company are issued in connection with a merger, consolidation or share exchange of the Company (or any direct or indirect subsidiary of the Company), other than (A) a merger, consolidation or share exchange which would result in the voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subparagraph (A), the following acquisitions shall not constitute a Change in Control of the Company: (1) any acquisition directly from the Company; (2) any acquisition by the Company; (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; or (4) any acquisition by any corporation pursuant to a transaction which complies with clauses (1), (2) and (3) of subparagraph (C) below; (B) 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 Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board 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; (C) Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (a “Business Combination”), in each case, unless, following such Business Combination, (1) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities outstanding immediately prior to such Business Combination beneficially ownmerger, directly consolidation or indirectly, more than fifty percent share exchange continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) at least 50%) of, respectively, the then outstanding shares % of common stock and the combined voting power of the voting securities of the Company or such surviving entity or any parent thereof entitled to vote generally in the election of directors of such entity or parent outstanding immediately after such merger, consolidation or share exchange, or (B) a merger, consolidation or share exchange effected to implement a recapitalization of the Company (or similar transaction) in which no Person (other than an Excluded Person) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its Affiliates after January 1, 2011, pursuant to express authorization by the Board that refers to this exception) representing at least 50% of the combined voting power of the Company’s then outstanding voting securities entitled to vote generally in the election of directors, as ; or (iv) the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns sale or disposition by the Company or of all or substantially all of the Company’s assets either directly (in one transaction or through one a series of related transactions within any period of 24 consecutive months), other than a sale or more subsidiaries) disposition by the Company of all or substantially all of the Company’s assets to an entity of which at least 75% of the combined voting power of the voting securities entitled to vote generally in the election of directors immediately after such sale are owned by Persons in substantially the same proportions as their ownership, ownership of the Company immediately prior to such Business Combination of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (2) 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, twenty-five percent (25%) 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 (3) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; (D) Approval by the shareholders of the Company of a complete liquidation or dissolution of the Companysale.

Change in Control of the Company. For purposes of this Agreement, a “Change in Control of the Company” shall mean any of the following events: (A) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of twenty-five percent (25%) or more of either (i) the then outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”), or (ii) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subparagraph (A), the following acquisitions shall not constitute a Change in Control of the Company: (1) any [Employee Name] [Current Date] acquisition directly from the Company; (2) any acquisition by the Company; (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; or (4) any acquisition by any corporation pursuant to a transaction which complies with clauses (1), (2) and (3) of subparagraph (C) below; (B) 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 Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board 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; (C) Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (a “Business Combination”), in each case, unless, following such Business Combination, (1) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty percent (50%) of, respectively, 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 which 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 Outstanding Company Voting Securities, as the case may be, (2) 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, twenty-five percent (25%) 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 (3) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; (D) Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.

Change in Control of the Company. (a) In the event of a Change in Control of the Company prior to the end of the Performance Period, Shares shall be issued based on the greater of: (i) the Target Performance Units (100% of the Revenue target achieved as provided in Appendix A); or (ii) the expected performance as determined by the Committee in its sole discretion prior to the consummation of the Change in Control. All such Units will become fully-vested. (b) In the event of a Change in Control of the Company prior to the date that all Eligible Shares meet the vesting requirements of Section 3 of this Agreement, all unvested Eligible Shares will vest immediately prior to the consummation of the Change in Control and be issued to the Participant (c) For purposes of this Agreement, a “Change in Control Control” of the Company” Company shall mean any of the following eventsbe deemed to have occurred if: (Ai) The acquisition by any individual, entity or group “person” (within the meaning of Section 13(d)(3as such term is used in Sections 13(d) or and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) shall, together with his, her or its “Affiliates” and “Associates” (a as such terms are defined in Rule 12b-2 promulgated under the Exchange Act), become the “Person”) of beneficial ownership Beneficial Owner” (within the meaning of as such term is defined in Rule 13d-3 promulgated under the Exchange Act) ), directly or indirectly, of twenty-five percent (25%) securities of the Company representing 50% or more of either (i) the then outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”), or (ii) the combined voting power of the Company’s then outstanding voting securities (any such person being hereinafter referred to as an “Acquiring Person”); (ii) the “Continuing Directors” (as hereinafter defined) shall cease to constitute a majority of the Company’s Board of Directors during a 12 month period; or (iii) there should occur: (A) any consolidation or merger involving the Company entitled to vote generally in and the election Company shall not be the continuing or surviving corporation or the shares of directors (the “Outstanding Company Voting Securities”)Company’s capital stock shall be converted into cash, securities or other property; provided, however, that for purposes of this subparagraph subclause (A), the following acquisitions ) shall not constitute apply to a Change merger or consolidation in Control which: i. the Company is the surviving corporation and ii. the shareholders of the Company: (1) any acquisition directly from Company immediately prior to the Company; (2) any acquisition by transaction have the Company; (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by same proportionate ownership of the Company or any capital stock of the surviving corporation controlled by immediately after the Companytransaction; or (4B) any acquisition by any corporation pursuant to a transaction which complies with clauses (1)sale, (2) and (3) of subparagraph (C) below; (B) Individuals wholease, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board 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 exchange or other actual transfer (in one transaction or threatened solicitation a series of proxies or consents by or on behalf of a Person other than the Board; (Crelated transactions) Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company Company. (d) For purposes of this Agreement, a “Business Combination”), in each case, unless, following such Business Combination, (1) all or substantially all Continuing Director” shall mean any person who is a member of the individuals and entities who were the beneficial owners, respectively, Board of Directors of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to Company, while such Business Combination beneficially own, directly or indirectly, more than fifty percent (50%) of, respectively, the then outstanding shares of common stock and the combined voting power person is a member of the then outstanding voting securities entitled to vote generally in the election Board of directorsDirectors, as the case may bewho is not an Acquiring Person, an Affiliate or Associate of the corporation resulting from an Acquiring Person or a representative of an Acquiring Person or of any such Business Combination Affiliate or Associate and who: (including, without limitation, i) was a corporation which as a result of such transaction owns the Company or all or substantially all member of the Company’s assets either directly Board of Directors on the Grant Date, or through one or more subsidiaries(ii) in substantially the same proportions as their ownership, immediately prior to such Business Combination subsequently became a member of the Outstanding Company Common Stock and Outstanding Company Voting SecuritiesBoard of Directors, as upon the case may benomination or recommendation, (2) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of with the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, twenty-five percent (25%) or more approval 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 (3) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; (D) Approval by the shareholders of the Company of a complete liquidation or dissolution of the CompanyContinuing Directors.

Change in Control of the Company. For purposes of this Agreement, a “A "Change in Control of the -------------------------------- Company” " shall mean be deemed to have occurred if an event set forth in any one of the following eventsparagraphs shall have occurred: (i) any Person (other than (A) The acquisition by the Company or any individualof its subsidiaries, entity (B) a trustee or group (within the meaning of Section 13(d)(3) or 14(d)(2) other fiduciary holding securities under any employee benefit plan of the Securities Exchange Act Company or any of 1934its subsidiaries, (C) an underwriter temporarily holding securities pursuant to an offering of such securities or (D) a corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as amended their ownership of stock in the Company (the “Exchange Act”"Excluded Persons")) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (a “Person”not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its Affiliates after November 14, 2001, pursuant to express authorization by the Board that refers to this exception) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of twenty-five percent (25%) representing 20% or more of either (i) the then outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”), or (ii) the combined voting power of the Company's then outstanding voting securities of the Company entitled to vote generally in the election of directors securities; or (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subparagraph (A), ii) the following acquisitions shall not constitute a Change in Control of the Company: (1) any acquisition directly from the Company; (2) any acquisition by the Company; (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; or (4) any acquisition by any corporation pursuant to a transaction which complies with clauses (1), (2) and (3) of subparagraph (C) below; (B) Individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) individuals cease for any reason to constitute at least a majority of the Board; providednumber of directors of the Company then serving: (A) individuals who, howeveron November 14, that 2001 constituted the Board and (B) any individual becoming new director (other than a director subsequent whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the date hereof election of directors of the Company) whose election, appointment or election by the Board or nomination for election by the Company’s shareholders, 's shareholders was approved by a vote of at least a majority two-thirds (2/3) of the directors then comprising still in office who either were directors on November 14, 2001, or whose appointment, election or nomination for election was previously so approved (collectively the Incumbent "Continuing Directors"); provided, however, that individuals who are appointed to the Board shall be considered as though such individual were pursuant to or in accordance with the terms of an agreement relating to a member merger, consolidation, or share exchange involving the Company (or any direct or indirect subsidiary of the Incumbent BoardCompany) shall not be Continuing Directors for purposes of this Agreement until after such individuals are first nominated for election by a vote of at least two-thirds (2/3) of the then Continuing Directors and are thereafter elected as directors by the shareholders of the Company at a meeting of shareholders held following consummation of such merger, but excluding for this purpose consolidation, or share exchange; and, provided further, that in the event the failure of any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect persons appointed to the election or removal Board to be Continuing Directors results in a Change in Control of directors or other actual or threatened solicitation the Company, the subsequent qualification of proxies or consents by or on behalf such persons as Continuing Directors shall not alter the fact that a Change in Control of a Person other than the Board;Company occurred; or (Ciii) Consummation the shareholders of the Company approve a reorganizationmerger, merger or consolidation or sale or other disposition of all or substantially all share exchange of the assets Company with any other corporation or approve the issuance of voting securities of the Company in connection with a merger, consolidation or share exchange of the Company (a “Business Combination”), in each case, unless, following such Business Combination, (1) all or substantially all any direct or indirect subsidiary of the individuals and entities who were Company) pursuant to applicable stock exchange requirements, other than (A) a merger, consolidation or share exchange which would result in the beneficial owners, respectively, voting securities of the Outstanding Company Common Stock and Outstanding Company Voting Securities outstanding immediately prior to such Business Combination beneficially ownmerger, directly consolidation or indirectly, more than fifty percent share exchange continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) at least 50%) of, respectively, 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 which 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 Outstanding Company Voting Securities, as the case may be, (2) 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 surviving entity or any parent thereof outstanding immediately after such Business Combinationmerger, consolidation or share exchange, or (B) beneficially ownsa merger, consolidation or share exchange effected to implement a recapitalization of the Company (or similar transaction) in which no Person (other than an Excluded Person) is or becomes the Beneficial Owner, directly or indirectly, twenty-five percent of securities of the Company (25%not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its Affiliates after November 14, 2001, pursuant to express authorization by the Board that refers to this exception) representing 20% or more of, respectively, of either the then outstanding shares of common stock of the corporation resulting from such Business Combination Company or the combined voting power of the Company's then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination, and (3) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination;securities; or (Div) Approval by the shareholders of the Company approve of a plan of complete liquidation or dissolution of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets (in one transaction or a series of related transactions within any period of 24 consecutive months), other than a sale or disposition by the Company of all or substantially all of the Company's assets to an entity at least 75% of the combined voting power of the voting securities of which are owned by Persons in substantially the same proportions as their ownership of the Company immediately prior to such sale. Notwithstanding the foregoing, no "Change in Control of the Company" shall be deemed to have occurred if there is consummated any transaction or series of integrated transactions immediately following which the record holders of the common stock of the Company immediately prior to such transaction or series of transactions continue to own, directly or indirectly, in the same proportions as their ownership in the Company, an entity that owns all or substantially all of the assets or voting securities of the Company immediately following such transaction or series of transactions.

Change in Control of the Company. (a) Notwithstanding any other provision of this Agreement, if a "Change in Control" (as defined in Section 8(b) hereof) shall occur while the Executive is employed by the Company hereunder, (i) all of the Executive's outstanding CARs shall immediately vest, (ii) the principal balance remaining of the loans to the Executive pursuant to Section 4(f) hereof (and all accrued interest thereon) shall automatically be forgiven, and (iii) if the Company has not previously made a payment in full to the Executive pursuant to Section 4(e) hereof, the Company shall immediately pay the Executive the sum of five million dollars ($5,000,000) less any amounts previously paid the Executive pursuant to Section 4(e), in complete settlement of the Executive's rights pursuant to such Section 4(e). (b) For purposes of this Agreement, a “Change in Control of the Company” shall mean any of the following events: (A) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of twenty-five percent (25%) or more of either occur if (i) any person or entity, or group of affiliated persons or entities, other than the then outstanding shares Original Shareholders and/or their respective affiliates (for this purpose, the Executive shall be deemed to be an affiliate of common the Original Shareholders), acquires membership interests, stock or other equity interests of the Company (representing more than 50% of the “Outstanding Company Common Stock”)voting power of all such outstanding membership interests, stock or other equity interests, (ii) the combined voting power majority of the then outstanding voting securities Board (or comparable governing group) consists of persons who are designees of any person or entity or group of affiliated persons or entities which hold membership interests, stock or other equity interests in the Company, other than the Original Shareholders and/or their respective affiliates (for this purpose the Executive shall be deemed a designee of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subparagraph (A), the following acquisitions shall not constitute a Change in Control of the Company: (1) any acquisition directly from the Company; (2) any acquisition by the Company; (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; or (4) any acquisition by any corporation pursuant to a transaction which complies with clauses (1Original Shareholders), (2iii) and (3) the Company adopts a plan of subparagraph (C) below; (B) Individuals who, as of liquidation providing for the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board 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; (C) Consummation of a reorganization, merger or consolidation or sale or other disposition distribution of all or substantially all of the assets of the Company its assets, or (a “Business Combination”), in each case, unless, following such Business Combination, (1iv) all or substantially all of the individuals and entities who were the beneficial owners, respectively, business enterprise of the Outstanding Compa- ny is disposed of pursuant to a sale of assets transaction or a merger, consolidation or similar transaction in which the Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially ownis not the surviving entity (unless (A) no person or entity, directly or indirectlygroup of affiliated persons or entities, more other than fifty percent the Original Shareholders and/or their respective affiliates (50%) of, respectivelyfor this purpose, the then outstanding shares of common stock and the combined voting power Executive shall be deemed to be an affiliate of the then outstanding voting securities entitled to vote generally in the election of directorsOriginal Shareholders) owns immediately after such transaction membership interests, as the case may be, stock or other equity interests of the corporation resulting from such Business Combination (including, without limitation, a corporation entity which succeeds to the business of the Company as a result of such transaction owns representing more than 50% of the voting power of all such outstanding membership interests, stock or other equity interests, (B) a majority of the board of directors (or comparable governing body) of the entity which succeeds to the business of the Company as a result of such transaction consists of persons (or all or substantially all persons designated by such persons) who constituted a majority of the Company’s assets either directly or through one or more subsidiaries) in substantially Board of the same proportions as their ownership, Company immediately prior to such Business Combination transaction, and (C) such successor entity assumes in writing the Company's obligations hereunder and, with respect to the CARs, agrees in writing to substitute for the CARs on an equitable basis equity-based awards having the same vesting schedule as the CARs, the same period of time during which the Executive can exercise a right equivalent to the settlement right associated with the CARs and otherwise providing substantially equivalent economic opportunity to that afforded by the CARs determined, if the Executive requests, as provided in Section 4(d)(VI) (it being understood and agreed that if the common stock of such successor entity is listed and traded on a national securities exchange or the Nasdaq National Market, such substitution will be effected through the conversion of the Outstanding Company Common Stock and Outstanding Company Voting SecuritiesCARs into stock options for the purchase of such common stock, as or other equity based awards of such entity having the case may besame economic value, (2) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan in the manner described in Section 4(d)(V)). For purposes of this Agreement, "affiliate" (or related trustderivations thereof, i.e., "affiliated") of any person or entity means any other person or entity directly or indirectly controlling or controlled by or under direct or indirect common control with such person or entity; and for purposes of such definition, "control" when used with respect to any person or entity means the Company power to direct the management and policies of such person or such corporation resulting from such Business Combination) beneficially ownsentity, directly or indirectly, twenty-five percent (25%) or more of, respectively, whether through the then outstanding shares ownership 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 or other equity interests, by contract or otherwise, and the terms "controlling" and "controlled" have meanings correlative to the extent that such ownership existed prior to the Business Combination, and (3) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; (D) Approval by the shareholders of the Company of a complete liquidation or dissolution of the Companyforegoing.

Change in Control of the Company. 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 "change in Control control of the Company” " shall mean any of the following events: be deemed to have occurred (A) The acquisition by if any individual, entity or group "Person" (within the meaning of Section 13(d)(3as such term is used in Sections 13(d) or 14(d)(2and 14(d) of the Securities Exchange Act of 1934, as amended (the “"Exchange Act”"), other than (1) a trustee or other fiduciary holding securities under an employee benefit plan of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan, or (2) any Person who, on the date hereof, is a “Person”) director or officer of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of twenty-five percent (25%) Company or more of either (i) the then outstanding whose shares of common stock of the Company are treated as beneficially owned (as defined in Rule 13d-3 under the “Outstanding Exchange Act) by any such director or officer, is or becomes the beneficial owner, directly or indirectly, of securities of the Company Common Stock”), or (ii) representing more than 45% of the combined voting power of the Company's then outstanding voting securities securities; or (B) upon the first purchase of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subparagraph (A), the following acquisitions shall not constitute a Change in Control outstanding shares of the Company: 's outstanding common stock pursuant to a tender or exchange offer (1) any acquisition directly from the Company; (2) any acquisition other than a tender or exchange offer made by the Company; (3) any acquisition , by any an employee benefit plan (or related trust) sponsored established or maintained by the Company or by any corporation controlled by the Companyof their respective affiliates); or (4) any acquisition by any corporation pursuant to a transaction which complies with clauses (1), (2) and (3) of subparagraph (C) below; (B) Individuals if during any period of two consecutive years, individuals who, as at the beginning of the date hereofsuch period, constitute the Board and any new director (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming other than a director subsequent designated by a person who has entered into an agreement with the Company to effect a transaction described in clauses (A) or (D) of this Subsection) whose election by the date hereof whose election, Board or nomination for election by the Company’s shareholders, 's shareholders was approved by a vote of at least two-thirds (2/3) of the Company directors then still in office who either (1) were directors at the beginning of the period or (2) whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof; or (D) if the shareholders of the directors then comprising the Incumbent Board shall be considered as though such individual were Company approve 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; (C) Consummation of a reorganization, merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least 80% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; or (E) the shareholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or other disposition by the Company of all or substantially all of the assets of the Company (a “Business Combination”)Company's assets; provided, in each case, unless, following such Business Combination, (1) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty percent (50%) of, respectively, 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 limitationhowever, a corporation which 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 spinoff distribution to such Business Combination of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (2) 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, twenty-five percent (25%) 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 (3) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; (D) Approval by the shareholders of the Company of all or part of the Company's equity interest in a complete liquidation or dissolution subsidiary entity shall not constitute a change in control of the Company.

Change in Control of the Company. For purposes of this Agreement, a A “Change in Control of the Company” shall mean means the first occurrence of any of the following eventsfollowing: (Ai) The acquisition by any individual, entity Any person or group (within the meaning of Section 13(d)(3Sections 13(d) or 14(d)(2and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (), other than the Company or a “Person”) trustee or other fiduciary holding securities under an employee benefit plan of the Company 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 ownership owner (within the meaning of Rule 13d-3 promulgated 13(d)(3) under the Exchange Act) of twenty-five percent (25%) or more of either (i) the then outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”), directly or (ii) indirectly, of securities representing more than 50% of the combined voting power of the then Company’s then-outstanding voting securities of the Company entitled generally to vote generally in for the election of directors directors; (the “Outstanding ii) The Company Voting Securities”); provided, however, that for purposes of this subparagraph merges or consolidates with another corporation (A), the following acquisitions shall not constitute other than a Change in Control majority-controlled subsidiary of the Company: ) unless the Company’s stockholders immediately before the merger or consolidation are to own at least 50% of the combined voting power of the resulting entity’s voting securities entitled generally to vote for the election of directors; (1iii) any acquisition directly from The Company sells or otherwise disposes of all or substantially all of the business or assets of the Company; (2) any acquisition by the Company; (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; or (4) any acquisition by any corporation pursuant to a transaction which complies with clauses (1), (2) and (3) of subparagraph (C) below;or (Biv) Individuals who, as of the date hereofEffective Date, constitute the Board members of the board of directors of the Company (the “Incumbent Board”) cease for any reason to constitute at least a majority of the board of directors of the Company (the “Board; provided”), however, provided that any individual person becoming a director subsequent to the date hereof Effective Date whose election, election or nomination for election by the Company’s shareholders, was stockholders is approved by a vote of at least a majority of the directors then comprising constituting the Incumbent Board shall be be, for purposes of this Agreement, considered as though such individual person were a member of the Incumbent BoardBoard (excluding, but excluding however, for this purpose any such individual Board member whose initial assumption as a member of office the Board occurs as a result of either 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 any person or persons other than the Incumbent Board; ). A Change in Control shall be deemed to occur: (CA) Consummation of with respect to a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (a “Business Combination”Change in Control pursuant to Section 1(d)(i), in each case, unless, following such Business Combination, (1) all on the date any person or substantially all of the individuals and entities who were group first becomes the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially ownowner, directly or indirectly, of securities representing more than fifty percent (50%) of, respectively, the then outstanding shares % of common stock and the combined voting power of the then Company’s then-outstanding voting securities entitled generally to vote generally in for the election of directors, as (B) with respect to a Change in Control pursuant to Section 1(d)(ii) or (iii), on the case may bedate the applicable transaction closes, or (C) with respect to a Change in Control pursuant to Section 1(d)(iv), on the date members of the corporation resulting from such Business Combination (including, without limitation, a corporation which 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 Incumbent Board first cease to such Business Combination of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (2) 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, twenty-five percent (25%) 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 (3) constitute at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; (D) Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.

Change in Control of the Company. For purposes of this Agreement, a A “Change in Control of the Company” shall mean be deemed to have occurred if an event set forth in any one of the following eventsparagraphs shall have occurred: (i) any Person (other than (A) The acquisition by the Company or any individualof its subsidiaries, entity (B) a trustee or group (within the meaning of Section 13(d)(3) or 14(d)(2) other fiduciary holding securities under any employee benefit plan of the Securities Exchange Act Company or any of 1934its subsidiaries, (C) an underwriter temporarily holding securities pursuant to an offering of such securities or (D) a corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as amended their ownership of stock in the Company (the “Exchange ActExcluded Persons”)) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (a “Person”not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its Affiliates after the date of this Agreement, pursuant to express authorization by the Board that refers to this exception) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of twenty-five percent (25%) representing 20% or more of either (i) the then outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”), or (ii) the combined voting power of the Company’s then outstanding voting securities securities; or (ii) the following individuals cease for any reason to constitute a majority of the number of directors of the Company entitled then serving: (A) individuals who, on the date of this Agreement constituted the Board and (B) any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to vote generally in a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board or nomination for election by the Company’s shareholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors on the date of this Agreement, or whose appointment, election or nomination for election was previously so approved (collectively the “Outstanding Company Voting SecuritiesContinuing Directors”); provided, however, that individuals who are appointed to the Board pursuant to or in accordance with the terms of an agreement relating to a merger, consolidation, or share exchange involving the Company (or any direct or indirect subsidiary of the Company) shall not be Continuing Directors for purposes of this subparagraph Agreement until after such individuals are first nominated for election by a vote of at least two-thirds (A)2/3) of the then Continuing Directors and are thereafter elected as directors by the shareholders of the Company at a meeting of shareholders held following consummation of such merger, consolidation, or share exchange; and, provided further, that in the following acquisitions shall not constitute event the failure of any such persons appointed to the Board to be Continuing Directors results in a Change in Control of the Company: (1) any acquisition directly from , the Company; (2) any acquisition by subsequent qualification of such persons as Continuing Directors shall not alter the Company; (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by fact that a Change in Control of the Company or any corporation controlled by the Companyoccurred; or (4) any acquisition by any corporation pursuant to a transaction which complies with clauses (1), (2) and (3) of subparagraph (C) below;or (Biii) Individuals who, as the shareholders of the date hereofCompany approve a merger, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority consolidation or share exchange of the Board; provided, however, that Company with any individual becoming a director subsequent to other corporation or approve the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote issuance of at least a majority voting securities of the directors then comprising the Incumbent Board shall be considered as though such individual were Company in connection with a member of the Incumbent Boardmerger, 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; (C) Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets share exchange of the Company (a “Business Combination”), in each case, unless, following such Business Combination, (1) all or substantially all any direct or indirect subsidiary of the individuals and entities who were Company) pursuant to applicable stock exchange requirements, other than (A) a merger, consolidation or share exchange which would result in the beneficial owners, respectively, voting securities of the Outstanding Company Common Stock and Outstanding Company Voting Securities outstanding immediately prior to such Business Combination beneficially ownmerger, consolidation or share exchange continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) at least 50% of the combined voting power of the voting securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger, consolidation or share exchange, or (B) a merger, consolidation or share exchange effected to implement a recapitalization of the Company (or similar transaction) in which no Person (other than an Excluded Person) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its Affiliates after the date of this Agreement, pursuant to express authorization by the Board that refers to this exception) representing 20% or more than fifty percent (50%) of, respectively, of either the then outstanding shares of common stock and of the Company or the combined voting power of the Company’s then outstanding voting securities entitled to vote generally in securities; or (iv) the election of directors, as the case may be, shareholders of the corporation resulting from such Business Combination (including, without limitation, Company approve of a corporation which as a result plan of such transaction owns complete liquidation or dissolution of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets either directly (in one transaction or through one a series of related transactions within any period of 24 consecutive months), other than a sale or more subsidiaries) disposition by the Company of all or substantially all of the Company’s assets to an entity at least 75% of the combined voting power of the voting securities of which are owned by Persons in substantially the same proportions as their ownership, ownership of the Company immediately prior to such Business Combination sale. Notwithstanding the foregoing, no “Change in Control of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as Company” shall be deemed to have occurred if there is consummated any transaction or series of integrated transactions immediately following which the case may be, (2) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) record holders of the common stock of the Company immediately prior to such transaction or such corporation resulting from such Business Combination) beneficially ownsseries of transactions continue to own, directly or indirectly, twenty-five percent (25%) in the same proportions as their ownership in the Company, an entity that owns all or more of, respectively, the then outstanding shares of common stock substantially all of the corporation resulting from such Business Combination assets 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 (3) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; (D) Approval by the shareholders of the Company immediately following such transaction or series of a complete liquidation or dissolution of the Companytransactions.

Change in Control of the Company. For purposes of this Agreement, a A “Change in Control of the Company” shall mean be deemed to have occurred if an event set forth in any one of the following eventsparagraphs shall have occurred: (i) any Person (other than (A) The acquisition by the Company or any individualof its subsidiaries, entity (B) a trustee or group (within the meaning of Section 13(d)(3) or 14(d)(2) other fiduciary holding securities under any employee benefit plan of the Securities Exchange Act Company or any of 1934its subsidiaries, (C) an underwriter temporarily holding securities pursuant to an offering of such securities or (D) a corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as amended their ownership of stock in the Company (the “Exchange ActExcluded Persons”)) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (a “Person”not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its Affiliates after November 14, 2001, pursuant to express authorization by the Board that refers to this exception) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of twenty-five percent (25%) representing 20% or more of either (i) the then outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”), or (ii) the combined voting power of the Company’s then outstanding voting securities securities; or (ii) the following individuals cease for any reason to constitute a majority of the number of directors of the Company entitled then serving: (A) individuals who, on November 14, 2001 constituted the Board and (B) any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to vote generally in a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board or nomination for election by the Company’s shareholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors on November 14, 2001, or whose appointment, election or nomination for election was previously so approved (collectively the “Outstanding Company Voting SecuritiesContinuing Directors”); provided, however, that individuals who are appointed to the Board pursuant to or in accordance with the terms of an agreement relating to a merger, consolidation, or share exchange involving the Company (or any direct or indirect subsidiary of the Company) shall not be Continuing Directors for purposes of this subparagraph Agreement until after such individuals are first nominated for election by a vote of at least two-thirds (A)2/3) of the then Continuing Directors and are thereafter elected as directors by the shareholders of the Company at a meeting of shareholders held following consummation of such merger, consolidation, or share exchange; and, provided further, that in the following acquisitions shall not constitute event the failure of any such persons appointed to the Board to be Continuing Directors results in a Change in Control of the Company: (1) any acquisition directly from , the Company; (2) any acquisition by subsequent qualification of such persons as Continuing Directors shall not alter the Company; (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by fact that a Change in Control of the Company or any corporation controlled by the Companyoccurred; or (4) any acquisition by any corporation pursuant to a transaction which complies with clauses (1), (2) and (3) of subparagraph (C) below;or (Biii) Individuals who, as the shareholders of the date hereofCompany approve a merger, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority consolidation or share exchange of the Board; provided, however, that Company with any individual becoming a director subsequent to other corporation or approve the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote issuance of at least a majority voting securities of the directors then comprising the Incumbent Board shall be considered as though such individual were Company in connection with a member of the Incumbent Boardmerger, 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; (C) Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets share exchange of the Company (a “Business Combination”), in each case, unless, following such Business Combination, (1) all or substantially all any direct or indirect subsidiary of the individuals and entities who were Company) pursuant to applicable stock exchange requirements, other than (A) a merger, consolidation or share exchange which would result in the beneficial owners, respectively, voting securities of the Outstanding Company Common Stock and Outstanding Company Voting Securities outstanding immediately prior to such Business Combination beneficially ownmerger, consolidation or share exchange continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) at least 50% of the combined voting power of the voting securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger, consolidation or share exchange, or (B) a merger, consolidation or share exchange effected to implement a recapitalization of the Company (or similar transaction) in which no Person (other than an Excluded Person) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its Affiliates after November 14, 2001, pursuant to express authorization by the Board that refers to this exception) representing 20% or more than fifty percent (50%) of, respectively, of either the then outstanding shares of common stock and of the Company or the combined voting power of the Company’s then outstanding voting securities entitled to vote generally in securities; or (iv) the election of directors, as the case may be, shareholders of the corporation resulting from such Business Combination (including, without limitation, Company approve of a corporation which as a result plan of such transaction owns complete liquidation or dissolution of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets either directly (in one transaction or through one a series of related transactions within any period of 24 consecutive months), other than a sale or more subsidiaries) disposition by the Company of all or substantially all of the Company’s assets to an entity at least 75% of the combined voting power of the voting securities of which are owned by Persons in substantially the same proportions as their ownership, ownership of the Company immediately prior to such Business Combination sale. Notwithstanding the foregoing, no “Change in Control of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as Company” shall be deemed to have occurred if there is consummated any transaction or series of integrated transactions immediately following which the case may be, (2) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) record holders of the common stock of the Company immediately prior to such transaction or such corporation resulting from such Business Combination) beneficially ownsseries of transactions continue to own, directly or indirectly, twenty-five percent (25%) in the same proportions as their ownership in the Company, an entity that owns all or more of, respectively, the then outstanding shares of common stock substantially all of the corporation resulting from such Business Combination assets 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 (3) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; (D) Approval by the shareholders of the Company immediately following such transaction or series of a complete liquidation or dissolution of the Companytransactions.

Change in Control of the Company. For all purposes of this Agreement, a “Change in Control of the Company” shall mean be deemed to have occurred upon the occurrence of any of the following eventsevents described in subparagraphs (i), (ii), (iii) or (iv) below: (Ai) The acquisition by any individual, entity Any “person” or group “group” (within the meaning of as such terms are used in Section 13(d)(313(d) or 14(d)(2and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) ), other than an employee benefit plan of the Company or a trustee holding securities under an employee benefit plan of the Company, is or becomes the “beneficial owner “ (a “Person”) of beneficial ownership (within the meaning of as defined in Rule 13d-3 promulgated under the Exchange Act) ), directly or indirectly, of twenty-five percent (25%) 35% or more of either the Company’s outstanding securities then having the right to vote in elections of persons to the Board, regardless of the comparative voting power of any such securities and regardless of whether or not the Board shall have approved the acquisition or ownership of any such securities by such person; or (ii) A majority of the Board shall be comprised of persons (A) designated by any person(s) who shall have entered into an agreement with the Company to effect a transaction of the type described in subparagraphs (i) the then outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”), or (iiiii) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subparagraph (A), the following acquisitions shall not constitute a Change in Control of the Company: (1) any acquisition directly from the Company; (2) any acquisition by the Company; (3) any acquisition by any employee benefit plan (hereof or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; or (4) any acquisition by any corporation pursuant to a transaction which complies with clauses (1), (2) and (3) of subparagraph (C) below; (B) Individuals who, as of the date hereof, constitute other than those persons constituting the Board (on the “Incumbent Board”) cease for any reason to constitute at least a majority of Commencement Date and those other persons whose election by the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholdersshareholders of the Company to the Board, was approved by a vote of at least a majority two-thirds of the directors then comprising constituting the Incumbent Board shall be considered as though such individual were a member on the Commencement Date or whose election by or nomination for election to the Board was previously so approved; or (iii) The holders of securities 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 Company entitled 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;vote thereon shall approve either: (CA) Consummation of a reorganization, A merger or consolidation or sale or other disposition of all or substantially all of the assets Company with any other corporation, regardless of which entity is the surviving or resulting entity, other than a merger or consolidation which: (I) would result in those securities of the Company outstanding immediately prior to such merger or consolidation and then having the right to vote in elections of persons to the Board continuing immediately after such merger or consolidation to represent (either by remaining outstanding or by being changed or converted into securities of the surviving or resulting entity) at least 65% of the surviving or resulting entity’s outstanding securities then having the right to vote in elections of persons to the Board; or (II) in purpose and effect is the functional equivalent of an asset acquisition by the Company and in which the senior executive officers of the Company (a “Business Combination”), in each case, unless, following such Business Combination, (1) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty percent (50%) of, respectively, 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 (specifically including, without limitation, a corporation the President and each Executive Vice President and Senior Vice President and each person designated as the Chief Executive Officer, Chief Operating Officer or Chief Financial Officer) immediately prior to such merger or consolidation will continue, upon the effectiveness thereof, to serve in the same capacities with the surviving or resulting entity, without change in their respective positions, responsibilities, powers, compensation and benefits; or (B) A plan or agreement under which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly would be liquidated, distributed, sold or through otherwise disposed of (otherwise than by leases entered into in the ordinary and normal course of business); or (iv) The Compensation Committee of the Board shall adopt a resolution to the effect that, in the judgment of such committee, as a consequence of any one or more subsidiaries) transactions or events or series of transactions or events, that a change in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (2) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) control of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, twenty-five percent (25%) 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 (3) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members has effectively occurred. The Compensation Committee of the Board at shall be entitled to exercise its sole and absolute discretion in exercising its judgment and in the time adoption of such resolution, whether or not any such transaction(s) or event(s) might be deemed, individually or collectively, to satisfy any of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; criteria set forth in subparagraphs(i) through (Diii) Approval by the shareholders of the Company of a complete liquidation or dissolution of the Companyabove.

Change in Control of the Company. For purposes of this Agreement, a A “Change in Control of the Company” shall mean be deemed to have occurred if an event set forth in any one of the following eventsparagraphs shall have occurred: (i) any Person (other than (A) The acquisition by the Company or any individualof its subsidiaries, entity (B) a trustee or group (within the meaning of Section 13(d)(3) or 14(d)(2) other fiduciary holding securities under any employee benefit plan of the Securities Exchange Act Company or any of 1934its subsidiaries, (C) an underwriter temporarily holding securities pursuant to an offering of such securities or (D) a corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as amended their ownership of stock in the Company (the “Exchange ActExcluded Persons”)) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (a “Person”not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its Affiliates after the date of this Agreement, pursuant to express authorization by the Board that refers to this exception) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of twenty-five percent (25%) representing 20% or more of either (i) the then outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”), or (ii) the combined voting power of the Company’s then outstanding voting securities securities; or (ii) the following individuals cease for any reason to constitute a majority of the number of directors of the Company entitled then serving: (A) individuals who, on the date of this Agreement constituted the Board and (B) any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to vote generally in a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board or nomination for election by the Company’s shareholders was approved by a vote of at least two-thirds ( 2/3) of the directors then still in office who either were directors on the date of this Agreement, or whose appointment, election or nomination for election was previously so approved (collectively the “Outstanding Company Voting SecuritiesContinuing Directors”); provided, however, that individuals who are appointed to the Board pursuant to or in accordance with the terms of an agreement relating to a merger, consolidation, or share exchange involving the Company (or any direct or indirect subsidiary of the Company) shall not be Continuing Directors for purposes of this subparagraph (A)Agreement until after such individuals are first nominated for election by a vote of at least two-thirds ( 2/3) of the then Continuing Directors and are thereafter elected as directors by the shareholders of the Company at a meeting of shareholders held following consummation of such merger, consolidation, or share exchange; and, provided further, that in the following acquisitions shall not constitute event the failure of any such persons appointed to the Board to be Continuing Directors results in a Change in Control of the Company: (1) any acquisition directly from , the Company; (2) any acquisition by subsequent qualification of such persons as Continuing Directors shall not alter the Company; (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by fact that a Change in Control of the Company or any corporation controlled by the Companyoccurred; or (4) any acquisition by any corporation pursuant to a transaction which complies with clauses (1), (2) and (3) of subparagraph (C) below;or (Biii) Individuals who, as the shareholders of the date hereofCompany approve a merger, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority consolidation or share exchange of the Board; provided, however, that Company with any individual becoming a director subsequent to other corporation or approve the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote issuance of at least a majority voting securities of the directors then comprising the Incumbent Board shall be considered as though such individual were Company in connection with a member of the Incumbent Boardmerger, 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; (C) Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets share exchange of the Company (a “Business Combination”), in each case, unless, following such Business Combination, (1) all or substantially all any direct or indirect subsidiary of the individuals and entities who were Company) pursuant to applicable stock exchange requirements, other than (A) a merger, consolidation or share exchange which would result in the beneficial owners, respectively, voting securities of the Outstanding Company Common Stock and Outstanding Company Voting Securities outstanding immediately prior to such Business Combination beneficially ownmerger, consolidation or share exchange continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) at least 50% of the combined voting power of the voting securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger, consolidation or share exchange, or (B) a merger, consolidation or share exchange effected to implement a recapitalization of the Company (or similar transaction) in which no Person (other than an Excluded Person) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its Affiliates after the date of this Agreement, pursuant to express authorization by the Board that refers to this exception) representing 20% or more than fifty percent (50%) of, respectively, of either the then outstanding shares of common stock and of the Company or the combined voting power of the Company’s then outstanding voting securities entitled to vote generally in securities; or (iv) the election of directors, as the case may be, shareholders of the corporation resulting from such Business Combination (including, without limitation, Company approve of a corporation which as a result plan of such transaction owns complete liquidation or dissolution of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets either directly (in one transaction or through one a series of related transactions within any period of 24 consecutive months), other than a sale or more subsidiaries) disposition by the Company of all or substantially all of the Company’s assets to an entity at least 75% of the combined voting power of the voting securities of which are owned by Persons in substantially the same proportions as their ownership, ownership of the Company immediately prior to such Business Combination sale. Notwithstanding the foregoing, no “Change in Control of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as Company” shall be deemed to have occurred if there is consummated any transaction or series of integrated transactions immediately following which the case may be, (2) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) record holders of the common stock of the Company immediately prior to such transaction or such corporation resulting from such Business Combination) beneficially ownsseries of transactions continue to own, directly or indirectly, twenty-five percent (25%) in the same proportions as their ownership in the Company, an entity that owns all or more of, respectively, the then outstanding shares of common stock substantially all of the corporation resulting from such Business Combination assets 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 (3) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; (D) Approval by the shareholders of the Company immediately following such transaction or series of a complete liquidation or dissolution of the Companytransactions.

Change in Control of the Company. For purposes of this Agreement, a A “Change in Control of the Company” shall mean be determined with reference to Alliant Energy Corporation as the “Company”, as more fully set forth below, and shall be deemed to have occurred if an event set forth in any one of the following eventsparagraphs shall have occurred: (i) any Person (other than (A) The acquisition by Alliant or any individualof its subsidiaries, entity (B) a trustee or group (within the meaning of Section 13(d)(3) or 14(d)(2) other fiduciary holding securities under any employee benefit plan of the Securities Exchange Act Company, (C) an underwriter temporarily holding securities pursuant to an offering of 1934such securities or (D) a corporation owned, directly or indirectly, by the shareowners of Alliant in substantially the same proportions as amended their ownership of stock in Alliant (the “Exchange ActExcluded Persons”)) is or becomes the Beneficial Owner, directly or indirectly, of securities of Alliant (a “Person”not including in the securities beneficially owned by such Person any securities acquired directly from Alliant or its Affiliates after May 7, 2001, pursuant to express authorization by the Board that refers to this exception) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of twenty-five percent (25%) representing 20% or more of either (i) the then outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”), Alliant or (ii) the combined voting power of the Company’s then outstanding voting securities securities; or (ii) the following individuals cease for any reason to constitute a majority of the Company entitled number of directors of Alliant then serving: (A) individuals who, on May 7, 2001, constituted the Board and (B) any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to vote generally in a consent solicitation, relating to the election of directors of the Company, as such terms are used in Rule 14a-11 of Regulation 14A under the Act) whose appointment or election by the Board or nomination for election by the Company’s shareowners was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors on May 7, 2001, or whose appointment, election or nomination for election was previously so approved (collectively the “Outstanding Company Voting SecuritiesContinuing Directors”); provided, however, that individuals who are appointed to the Board pursuant to or in accordance with the terms of an agreement relating to a merger, consolidation, or share exchange involving Alliant (or any direct or indirect subsidiary of the Company) shall not be Continuing Directors for purposes of this subparagraph Agreement until after such individuals are first nominated for election by a vote of at least two-thirds (A)2/3) of the then Continuing Directors and are thereafter elected as directors by the shareowners of Alliant at a meeting of shareowners held following consummation of such merger, consolidation, or share exchange; and, provided further, that in the following acquisitions shall not constitute event the failure of any such persons appointed to the Board to be Continuing Directors results in a Change in Control of the Company: (1) any acquisition directly from , the Company; (2) any acquisition by subsequent qualification of such persons as Continuing Directors shall not alter the Company; (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; or (4) any acquisition by any corporation pursuant to fact that a transaction which complies with clauses (1), (2) and (3) of subparagraph (C) below; (B) 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 Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board 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; (C) Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets Change in Control of the Company occurred; or (iii) the shareowners of Alliant approve a “Business Combination”)merger, consolidation or share exchange of Alliant with any other corporation or approve the issuance of voting securities of Alliant in each caseconnection with a merger, unless, following such Business Combination, consolidation or share exchange of Alliant (1) all or substantially all any direct or indirect subsidiary of the individuals and entities who were Company) pursuant to applicable stock exchange requirements, other than (A) a merger, consolidation or share exchange which would result in the beneficial owners, respectively, voting securities of the Outstanding Company Common Stock and Outstanding Company Voting Securities Alliant outstanding immediately prior to such Business Combination beneficially ownmerger, consolidation or share exchange continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) at least 50% of the combined voting power of the voting securities of Alliant or such surviving entity or any parent thereof outstanding immediately after such merger, consolidation or share exchange, or (B) a merger, consolidation or share exchange effected to implement a recapitalization of Alliant (or similar transaction) in which no Person (other than an Excluded Person) is or becomes the Beneficial Owner, directly or indirectly, of securities of Alliant (not including in the securities beneficially owned by such Person any securities acquired directly from Alliant or its Affiliates after May 7, 2001, pursuant to express authorization by the Board that refers to this exception) representing 20% or more than fifty percent (50%) of, respectively, of either the then outstanding shares of common stock and of Alliant or the combined voting power of the Company’s then outstanding voting securities entitled to vote generally in securities; or (iv) the election shareowners of directors, as Alliant approve a plan of complete liquidation or dissolution of Alliant or an agreement for the case may be, sale or disposition by Alliant of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly (in one transaction or through one a series of related transactions within any period of 24 consecutive months), other than a sale or more subsidiaries) disposition by Alliant of all or substantially all of the Company’s assets to an entity at least 75% of the combined voting power of the voting securities of which are owned by Persons in substantially the same proportions as their ownership, ownership of Alliant immediately prior to such Business Combination sale. Notwithstanding the foregoing, no “Change in Control of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as Company” shall be deemed to have occurred if there is consummated any transaction or series of integrated transactions immediately following which the case may be, (2) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) record holders of the Company common stock of Alliant immediately prior to such transaction or such corporation resulting from such Business Combination) beneficially ownsseries of transactions continue to own, directly or indirectly, twenty-five percent (25%) in the same proportions as their ownership in the Company, an entity that owns all or more of, respectively, the then outstanding shares of common stock substantially all of the corporation resulting from such Business Combination assets or the combined voting power of the then outstanding voting securities of Alliant immediately following such corporation except to the extent that such ownership existed prior to the Business Combination, and (3) at least a majority transaction or series of the members of the board of directors of the corporation resulting from such Business Combination were members of the Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; (D) Approval by the shareholders of the Company of a complete liquidation or dissolution of the Companytransactions.

Change in Control of the Company. For all purposes of this Agreement, a “"Change in Control of the Company” " shall mean be deemed to have occurred upon the occurrence of any of the following eventsevents described in subparagraphs (i), (ii), (iii) or (iv) below: (Ai) The acquisition by any individual, entity Any "person" or group "group" (within the meaning of as such terms are used in Section 13(d)(313(d) or 14(d)(2and 14(d) of the Securities Exchange Act of 1934, as amended (the “"Exchange Act”")) ), other than an employee benefit plan of the Company or a trustee holding securities under an employee benefit plan of the Company, is or becomes the "beneficial owner" (a “Person”) of beneficial ownership (within the meaning of as defined in Rule 13d-3 promulgated under the Exchange Act) ), directly or indirectly, of twenty-five percent (25%) 35% or more of either the Company's outstanding securities then having the right to vote in elections of persons to the Board, regardless of the comparative voting power of any such securities and regardless of whether or not the Board shall have approved the acquisition or ownership of any such securities by such person; or (ii) A majority of the Board shall be comprised of persons (A) designated by any person(s) who shall have entered into an agreement with the Company to effect a transaction of the type described in subparagraphs (i) the then outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”), or (iiiii) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subparagraph (A), the following acquisitions shall not constitute a Change in Control of the Company: (1) any acquisition directly from the Company; (2) any acquisition by the Company; (3) any acquisition by any employee benefit plan (hereof or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; or (4) any acquisition by any corporation pursuant to a transaction which complies with clauses (1), (2) and (3) of subparagraph (C) below; (B) Individuals who, as of the date hereof, constitute other than those persons constituting the Board (on the “Incumbent Board”) cease for any reason to constitute at least a majority of Commencement Date and those other persons whose election by the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholdersshareholders of the Company to the Board, was approved by a vote of at least a majority two-thirds of the directors then comprising constituting the Incumbent Board shall be considered as though such individual were a member on the Commencement Date or whose election by or nomination for election to the Board was previously so approved; or (iii) The holders of securities 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 Company entitled 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;vote thereon shall approve either: (CA) Consummation of a reorganization, A merger or consolidation or sale or other disposition of all or substantially all of the assets Company with any other corporation, regardless of which entity is the surviving or resulting entity, other than a merger or consolidation which: (I) would result in those securities of the Company outstanding immediately prior to such merger or consolidation and then having the right to vote in elections of persons to the Board continuing immediately after such merger or consolidation to represent (either by remaining outstanding or by being changed or converted into securities of the surviving or resulting entity) at least 65% of the surviving or resulting entity's outstanding securities then having the right to vote in elections of persons to the Board; or (II) in purpose and effect is the functional equivalent of an asset acquisition by the Company and in which the senior executive officers of the Company (a “Business Combination”), in each case, unless, following such Business Combination, (1) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty percent (50%) of, respectively, 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 (specifically including, without limitation, a corporation the President and each Senior Vice President and each person designated as the Chief Executive Officer, Chief Operating Officer or Chief Financial Officer) immediately prior to such merger or consolidation will continue, upon the effectiveness thereof, to serve in the same capacities with the surviving or resulting entity, without change in their respective positions, responsibilities, powers, compensation and benefits; or (B) A plan or agreement under which as a result of such transaction owns the Company or all or substantially all of the Company’s 's assets either directly would be liquidated, distributed, sold or through otherwise disposed of (otherwise than by leases entered into in the ordinary and normal course of business); or (iv) The Compensation Committee of the Board shall adopt a resolution to the effect that, in the judgment of such committee, as a consequence of any one or more subsidiaries) transactions or events or series of transactions or events, that a change in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (2) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) control of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, twenty-five percent (25%) 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 (3) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members has effectively occurred. The Compensation Committee of the Board at shall be entitled to exercise its sole and absolute discretion in exercising its judgment and in the time adoption of such resolution, whether or not any such transaction(s) or event(s) might be deemed, individually or collectively, to satisfy any of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; criteria set forth in subparagraphs (Di) Approval by the shareholders of the Company of a complete liquidation or dissolution of the Companythrough (iii) above.

Change in Control of the Company. For purposes of this Agreement, a A “Change in Control of the Company” shall mean be deemed to have occurred if an event set forth in any one of the following eventsparagraphs shall have occurred: (i) any Person (other than (A) The acquisition by the Company or any individualof its subsidiaries, entity (B) a trustee or group (within the meaning of Section 13(d)(3) or 14(d)(2) other fiduciary holding securities under any employee benefit plan of the Securities Exchange Act Company or any of 1934its subsidiaries, (C) an underwriter temporarily holding securities pursuant to an offering of such securities or (D) a corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as amended their ownership of stock in the Company (the “Exchange Act”)) (a “PersonExcluded Persons”) is or becomes the Beneficial Owner, directly or indirectly, of beneficial ownership securities of the Company (within not including in the meaning of Rule 13d-3 promulgated under securities beneficially owned by such Person any securities acquired directly from the Exchange ActCompany or its Affiliates after November 2, 2010, pursuant to express authorization by the Board that refers to this exception) of twenty-five percent (25%) representing 20% or more of either (i) the then outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”), or (ii) the combined voting power of the Company’s then outstanding voting securities securities; or (ii) the following individuals cease for any reason to constitute a majority of the number of directors of the Company entitled then serving: (A) individuals who, on November 2, 2010 constituted the Board and (B) any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to vote generally in a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board or nomination for election by the Company’s shareholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors on November 2, 2010, or whose appointment, election or nomination for election was previously so approved (collectively the “Outstanding Company Voting SecuritiesContinuing Directors”); provided, however, that individuals who are appointed to the Board pursuant to or in accordance with the terms of an agreement relating to a merger, consolidation, or share exchange involving the Company (or any direct or indirect subsidiary of the Company) shall not be Continuing Directors for purposes of this subparagraph Agreement until after such individuals are first nominated for election by a vote of at least two-thirds (A)2/3) of the then Continuing Directors and are thereafter elected as directors by the shareholders of the Company at a meeting of shareholders held following consummation of such merger, consolidation, or share exchange; and, provided further, that in the following acquisitions shall not constitute event the failure of any such persons appointed to the Board to be Continuing Directors results in a Change in Control of the Company: (1) any acquisition directly from , the Company; (2) any acquisition by subsequent qualification of such persons as Continuing Directors shall not alter the Company; (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by fact that a Change in Control of the Company or any corporation controlled by the Companyoccurred; or (4) any acquisition by any corporation pursuant to a transaction which complies with clauses (1), (2) and (3) of subparagraph (C) below;or (Biii) Individuals who, as the shareholders of the date hereofCompany approve a merger, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority consolidation or share exchange of the Board; provided, however, that Company with any individual becoming a director subsequent to other corporation or approve the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote issuance of at least a majority voting securities of the directors then comprising the Incumbent Board shall be considered as though such individual were Company in connection with a member of the Incumbent Boardmerger, 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; (C) Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets share exchange of the Company (a “Business Combination”), in each case, unless, following such Business Combination, (1) all or substantially all any direct or indirect subsidiary of the individuals and entities who were Company) pursuant to applicable stock exchange requirements, other than (A) a merger, consolidation or share exchange which would result in the beneficial owners, respectively, voting securities of the Outstanding Company Common Stock and Outstanding Company Voting Securities outstanding immediately prior to such Business Combination beneficially ownmerger, consolidation or share exchange continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) at least 50% of the combined voting power of the voting securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger, consolidation or share exchange, or (B) a merger, consolidation or share exchange effected to implement a recapitalization of the Company (or similar transaction) in which no Person (other than an Excluded Person) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its Affiliates after November 2, 2010, pursuant to express authorization by the Board that refers to this exception) representing 20% or more than fifty percent (50%) of, respectively, of either the then outstanding shares of common stock and of the Company or the combined voting power of the Company’s then outstanding voting securities entitled to vote generally in securities; or (iv) the election of directors, as the case may be, shareholders of the corporation resulting from such Business Combination (including, without limitation, Company approve of a corporation which as a result plan of such transaction owns complete liquidation or dissolution of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets either directly (in one transaction or through one a series of related transactions within any period of 24 consecutive months), other than a sale or more subsidiaries) disposition by the Company of all or substantially all of the Company’s assets to an entity at least 75% of the combined voting power of the voting securities of which are owned by Persons in substantially the same proportions as their ownership, ownership of the Company immediately prior to such Business Combination sale. Notwithstanding the foregoing, no “Change in Control of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as Company” shall be deemed to have occurred if there is consummated any transaction or series of integrated transactions immediately following which the case may be, (2) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) record holders of the common stock of the Company immediately prior to such transaction or such corporation resulting from such Business Combination) beneficially ownsseries of transactions continue to own, directly or indirectly, twenty-five percent (25%) in the same proportions as their ownership in the Company, an entity that owns all or more of, respectively, the then outstanding shares of common stock substantially all of the corporation resulting from such Business Combination assets 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 (3) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; (D) Approval by the shareholders of the Company immediately following such transaction or series of a complete liquidation or dissolution of the Companytransactions.

Change in Control of the Company. For purposes of this Agreement, a “Change in Control of the Company” shall mean any of the following events: (A) The acquisition by if any individual, entity “person” or group (within the meaning of Section 13(d)(3“group” as those terms are used in Sections 13(d) or 14(d)(2and 14(d) of the Securities Exchange Act of 1934or any successors thereto, as amended (other than an Exempt Person, is or becomes the “Exchange Act”)) beneficial owner” (a “Person”) of beneficial ownership (within the meaning of as defined in Rule 13d-3 promulgated under the Exchange ActAct or any successor thereto), directly or indirectly, of securities of the Company representing (A) of twenty-five percent (25%) 50% or more of either (i) the then outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”), or (ii) the combined voting power of the Company’s then outstanding securities or (B) 30% or more of the combined voting power of the Company’s then outstanding securities if at such time, such person or group also beneficially owns more of the combined voting power of the Company’s then outstanding securities than an Exempt Person; or (B) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board and any new directors whose election by the Board or nomination for election by the Company’s stockholders was approved by at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election was previously so approved, cease for any reason to constitute a majority thereof; or (C) the consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation (A) which would result in all or a portion of the voting securities of the Company entitled outstanding immediately prior thereto continuing to vote generally in the election of directors represent (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subparagraph (A), the following acquisitions shall not constitute a Change in Control either by remaining outstanding or by being converted into voting securities of the Company: (1surviving entity) any acquisition directly from more than 50% of the Company; (2) any acquisition by combined voting power of the Company; (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by voting securities of the Company or any corporation controlled by the Company; such surviving entity outstanding immediately after such merger or (4) any acquisition by any corporation pursuant to a transaction which complies with clauses (1), (2) and (3) of subparagraph (C) below; consolidation or (B) Individuals who, as by which the corporate existence of the date hereof, constitute Company is not affected and following which the Board Company’s chief executive officer and directors retain their positions with the Company (the “Incumbent Board”) cease for any reason to and constitute at least a majority of the Board); provided, however, that any individual becoming or (D) the consummation of a director subsequent to plan of complete liquidation of the date hereof whose election, Company or nomination for election consummation of the sale or disposition by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board 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; (C) Consummation of a reorganization, merger or consolidation or sale or other disposition Company of all or substantially all of the assets of the Company (a “Business Combination”), in each case, unless, following such Business Combination, (1) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty percent (50%) of, respectively, 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 which 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 subsidiariesassets, other than a sale to an Exempt Person. (E) in substantially For purposes of this Agreement, the same proportions as term (i) “Exempt Person” means (a) MatlinPatterson Global Opportunities Fund L.P., MatlinPatterson Global Opportunities Partners, L.P., MatlinPatterson Global Opportunities Partners B, L.P., MatlinPatterson LLC, MatlinPatterson Asset Management LLC, MatlinPatterson Global Advisers LLC, MatlinPatterson Global Opportunities Partners (Bermuda), L.P., MatlinPatterson Global Partners LLC and any of their ownership, immediately prior to such Business Combination of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may berespective affiliated entities, (2b) no Person any person, entity or group under the control of any party included in clause (excluding any corporation resulting from such Business Combination a), or (c) any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly a trustee or indirectly, twenty-five percent (25%) other administrator or more of, respectively, the then outstanding shares of common stock fiduciary holding securities under an employee benefit plan 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 CombinationCompany, and (3ii) at least a majority “MP and its Affiliates” shall mean MatlinPatterson Global Opportunities Fund L.P., MatlinPatterson Global Opportunities Partners, L.P., MatlinPatterson Global Opportunities Partners B, L.P., MatlinPatterson LLC, MatlinPatterson Asset Management LLC, MatlinPatterson Global Advisers LLC, MatlinPatterson Global Opportunities Partners (Bermuda), L.P., MatlinPatterson Global Partners LLC and any of the members of the board of directors of the corporation resulting from such Business Combination were members of the Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; (D) Approval by the shareholders of the Company of a complete liquidation or dissolution of the Companytheir respective affiliated entities.

Change in Control of the Company. (a) For the purposes of this Agreement, a “Change in Control of the Company” shall mean Company is defined as the occurrence of any one of the following events: : (Ai) The acquisition there shall be consummated any consolidation or merger of the Company into or with another corporation or other legal person, and as a result of such consolidation or merger less than a majority of the combined voting power of the then-outstanding securities of such corporation or person immediately after such transactions are held in the aggregate by holders of Voting Stock, as herein defined, of the Company immediately prior to such transactions; or (ii) any individualsale, entity lease, exchange or group other transfer, whether in one transaction or any series of related transactions, of all or significant portions of the assets of the Company to any other corporation or other legal person, less than a majority of the combined voting power of the then-outstanding securities of such corporation or person immediately after such sale, lease, exchange, or transfer is held in the aggregate by the holders of Voting Stock of the Company immediately prior to such sale, lease, exchange, or transfer; or (within iii) the meaning shareholders of Section 13(d)(3the Company approve any plan for the liquidation or dissolution of the Company; or (iv) or any person (as such term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “"Exchange Act”")) (a “Person”) of ), becomes, either directly or indirectly, the beneficial ownership owner (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of twenty-five percent (25%) securities representing 15% or more of either (i) the then outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”), or (ii) the combined voting power of the then then-outstanding voting securities of the Company entitled to vote generally in the election of directors of the Company (the “Outstanding Company "Voting Securities”Stock"); provided, however, provided that the Trustee of the Thrift Plan shall not be deemed such a person for the purposes of this subparagraph Section 3(iv); or (Av) if at any time during a fiscal year a majority of the Board of Directors of the Company shall be replaced by persons who were not recommended for those positions by at least two-thirds of the directors of the Company who were directors of the Company at the beginning of the fiscal year; or (vi) the Executive's employment is terminated for other than Cause or the Executive is removed from office or position with the Company in either case following commencement by one or more representatives of the Company of discussions (authorized by the Board of Directors or Chief Executive Officer of the Company) with a third party that ultimately results in the occurrence of an event described in clauses (i), (ii), (iii), (iv), or (v) herein, regardless of whether such third party is a party to such occurrence, in which event, for the following acquisitions shall not constitute a purposes of this Agreement, the date of the authorization of such discussions is deemed to be the date of the Change in Control of the Company: (1) any acquisition directly from the Company; (2) any acquisition by the Company; (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; or (4) any acquisition by any corporation pursuant to a transaction which complies with clauses (1), (2) and (3) of subparagraph (C) below; (Bb) Individuals whoFor all purposes of this paragraph 3), the term Company, as of the date hereofpreviously defined herein, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; providedshall include TNP Enterprises, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board 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; (C) Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (a “Business Combination”), in each case, unless, following such Business Combination, (1) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty percent (50%) of, respectivelyInc., the then outstanding shares parent 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 which 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 Outstanding Company Voting Securities, as the case may be, (2) 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, twentyTexas-five percent (25%) 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 (3) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; (D) Approval by the shareholders of the Company of a complete liquidation or dissolution of the New Mexico Power Company.

Change in Control of the Company. For purposes A "change in control of this Agreement, a “Change in Control of ------------------------------------ the Company” " shall mean any of the following eventsmean: (Ai) The acquisition by any individual, entity or group (within the meaning A change in control of Section 13(d)(3) or 14(d)(2a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A as in effect on the date hereof pursuant to the Securities Exchange Act of 1934, as amended 1934 (the “"Exchange Act”")) ; provided that, without limitation, such a change in control shall be deemed to have occurred at such time as any Person hereafter becomes the "Beneficial Owner" (a “Person”) of beneficial ownership (within the meaning of as defined in Rule 13d-3 promulgated under the Exchange Act) ), directly or indirectly, of twenty-five 30 percent (25%) or more of either (i) the then outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”), or (ii) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Company's Voting Securities”); provided, however, that for purposes of this subparagraph (A), the following acquisitions shall not constitute a Change in Control of the Company: (1) any acquisition directly from the Company; (2) any acquisition by the Company; (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; or (4) any acquisition by any corporation pursuant to a transaction which complies with clauses (1), (2) and (3) of subparagraph (C) below;or (Bii) Individuals whoDuring any period of two consecutive years, as individuals who at the beginning of the date hereof, such period constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of thereof unless the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or the nomination for election by the Company’s 's shareholders, of each new director was approved by a vote of at least a majority two-thirds of the directors then comprising still in office who were directors at the Incumbent Board beginning of the period; or (iii) There shall be considered as though such individual were a member consummated (x) any consolidation or merger of the Incumbent BoardCompany in which the Company is not the continuing or surviving corporation or pursuant to which Voting Securities would be converted into cash, but excluding for this purpose any such individual whose initial assumption securities, or other property, other than a merger of office occurs as a result the Company in which the holders of an actual or threatened election contest with respect Voting Securities immediately prior to the election merger have the same proportionate ownership of common stock of the surviving corporation immediately after the merger, or removal of directors (y) any sale, lease, exchange, or other actual transfer (in one transaction or threatened solicitation a series of proxies or consents by or on behalf related transactions) of a Person other than the Board; (C) Consummation of a reorganizationall, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (Company, provided that any such consolidation, merger, sale, lease, exchange or other transfer consummated at the insistence of an appropriate banking regulatory agency shall not constitute a “Business Combination”), change in each case, unless, following such Business Combination, (1) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty percent (50%) of, respectively, 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 which as a result of such transaction owns the Company or all or substantially all control 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 Outstanding Company Voting Securities, as the case may be, (2) 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, twenty-five percent (25%) 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 (3) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; (D) Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.; or

Change in Control of the Company. For purposes of this Agreement, a “"Change in Control of the Company” " shall mean the occurrence of any of the following eventsafter the Effective Date: (Aa) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “" Covered Person”") of beneficial ownership (within the meaning of Rule rule 13d-3 promulgated under the Exchange Act) of twenty-five 20 percent (25%) or more of either (i) the then outstanding shares of the common stock of the Company (the “"Outstanding Company Common Stock”"), or (ii) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “"Outstanding Company Voting Securities”"); provided, however, that for purposes of this subparagraph subsection (A)a) of this Section 2, the following acquisitions shall not constitute a Change in Control of the Company: (1i) any acquisition directly from the Company; , (2ii) any acquisition by the Company; , (3iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation entity controlled by the Company; , or (4iv) any acquisition by any corporation pursuant to a transaction which complies with clauses (1i), (2ii) and (3iii) of subparagraph subsection (Cc) below;of this Section 2; or (Bb) Individuals who, as of the date hereofEffective Date, constitute the Board of Directors (the “"Incumbent Board”") cease for any reason to constitute at least a majority of the BoardBoard of Directors; provided, however, that any individual becoming a director subsequent to the date hereof Effective Date whose election, or nomination for election by the Company’s shareholders's stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding excluding, for this purpose 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 Covered Person other than the Board;; or (Cc) Consummation of (xx) a reorganization, merger or consolidation or sale of the Company, or other (yy) a disposition of all or substantially all of the assets of the Company (a “"Business Combination”"), in each case, unless, following such Business Combination, (1i) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly direct or indirectly, more than fifty 80 percent (50%) of, respectively, 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 which as a result of such transaction owns the Company or all or substantially all of the Company’s 's assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, ownership immediately prior to such Business Combination of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (2ii) no Covered 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, twenty-five 20 percent (25%) 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 corporation, except to the extent that such ownership existed prior to the Business Combination, and (3iii) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination Combination, were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the BoardBoard of Directors, providing for such Business Combination;; or (Dd) Approval by the shareholders stockholders of the Company of a complete liquidation or dissolution of the Company.

Change in Control of the Company. (a) In the event of a "change in ----------------------------------- control" of the Company, as defined herein, Executive shall be entitled, within thirty (30) days prior to the date of closing of the transaction effecting such change in control and at his election, to give written notice to the Company and the Bank of termination of this Agreement and to receive a cash payment equal to one hundred fifty percent (150%) times Executive's minimum annual base salary then in effect as set forth in Section 3 herein. The cash payment will be paid to Executive in one lump sum by delivery to Executive of a cashier's check or other official Bank check not later than ten (10) days after the date of notice of termination by the Executive delivered pursuant to this Section 10, or at the closing of the transaction effecting the change of control of the Company, whichever is later. (b) The payments provided for by Section 10(a) shall be payable by the Company and/or the Bank only to the extent that such payments are deductible by the Company and are not rendered non-deductible by Section 280G of the Internal Revenue Code of 1986, as amended. (c) For purposes of this AgreementSection 10, a “Change "change in Control control" of the Company” Company shall mean any of the following eventsmean: (Ai) The any transaction, whether by merger, consolidation, asset sale, tender offer, reverse stock split or otherwise, which results in the acquisition by any individual, entity or group beneficial ownership (within the meaning of Section 13(d)(3) or 14(d)(2) of as such term is defined under rules and regulations promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)amended) (a “Person”) by any person or entity or any group of beneficial ownership (within the meaning persons or entities acting in concert, of Rule 13d-3 promulgated under the Exchange Act) of twenty-five percent (25%) % or more of either (i) the then outstanding shares of common stock Common Stock of the Company (the “Outstanding Company Common Stock”), or Company; (ii) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subparagraph (A), the following acquisitions shall not constitute a Change in Control of the Company: (1) any acquisition directly from the Company; (2) any acquisition by the Company; (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; or (4) any acquisition by any corporation pursuant to a transaction which complies with clauses (1), (2) and (3) of subparagraph (C) below; (B) 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 Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board 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; (C) Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company Company; (a “Business Combination”), in each case, unless, following such Business Combination, (1iii) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty percent (50%) of, respectively, 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 which as a result of such transaction owns the Company or all or substantially all liquidation of the Company’s assets either directly or through one or more subsidiaries; or (iv) in substantially the same proportions as their ownershipif, immediately prior to such Business Combination during any period of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, two consecutive years (2) no Person (excluding not including 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, twenty-five percent (25%) 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 period prior to the Business Combinationexecution of this Agreement), individuals who at the beginning of such period constitute the Board and any new director (3other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in clause (i) or (ii) of this section) whose election by the Board or nomination by the Company's shareholders 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 of the members of the board of directors of the corporation resulting from such Business Combination were members of the Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; (D) Approval by the shareholders of the Company of a complete liquidation or dissolution of the Companythereof.

Change in Control of the Company. For purposes of this Agreement, a A “Change in Control of the Company” shall mean be deemed to have occurred, subject to subparagraph (d) hereof, if any of the following eventsevents (an “Event”) in subparagraphs (a), (b) or (c) occur during the term of the Agreement: (Aa) The acquisition by any individual, entity or group Any “person” (within the meaning of as such term is used in Section 13(d)(313(d) or 14(d)(2and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) ), other than an employee benefit plan of the Company, a trustee or other fiduciary holding securities under an employee benefit plan of the Company, or an underwriter who acquires such securities for the purpose of resale in an underwritten public offering of such securities, is or becomes the “beneficial owner” (a “Person”) of beneficial ownership (within the meaning of as defined in Rule 13d-3 promulgated under the Exchange Act) ), directly or indirectly, of twenty-five percent (25%) % or more of either (i) the Company’s then outstanding shares voting securities carrying the right to vote in elections of common stock persons to the Board, regardless of comparative voting power of such voting securities; or (b) As a result of a tender offer or exchange offer for the purchase of securities of the Company (other than such an offer by the Company for its own securities), or as a result of a proxy contest, merger, consolidation or sale of assets, or as a result of any combination of the foregoing, individuals who at the beginning of any two-year period constitute the Board plus new directors (other than a director designated by a person who shall have entered into an agreement with the Company to effect a transaction described in clauses (a) or (c) of this Subsection) whose election by the Board 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 such two year period or whose election or nomination for election was previously so approved (collectively, the “Outstanding Company Common StockContinuing Board Members”), cease for any reason to constitute a majority thereof; or (i) The consummation of a merger or consolidation of the Company with any other corporation regardless of which entity is the surviving company, other than a merger or consolidation which would result in the voting securities of the Company carrying the right to vote in elections of persons to the Board outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least 80% of the Company’s then outstanding voting securities carrying the right to vote in elections of persons to the Board, or such securities of such surviving entity outstanding immediately after such merger or consolidation, or (ii) the combined voting power The holders of the then outstanding voting securities of the Company entitled to vote generally thereon approve a plan of complete liquidation of the Company, or (iii) The consummation of an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets. (d) Notwithstanding the definition of a “Change in Control of the Company” as set forth in this Section 1.3, no Event described in subparagraph (c)(i) shall constitute a Change in Control of the Company if (I) the merger or consolidation would result in the election voting securities of directors the Company carrying the right to vote in elections of persons to the Board outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the “Outstanding Company Voting Securities”surviving entity) at least 50%, but less than 80%, of the Company’s then outstanding voting securities carrying the right to vote in elections of persons to the Board, or such securities of such surviving entity outstanding immediately after such merger or consolidation, and (II); provided, howeverprior to the occurrence of any such Event the Continuing Board Members unanimously determine, by resolution, that for purposes of this subparagraph (A), the following acquisitions such Event shall not constitute a Change in Control of the Company: (1) any acquisition directly from the Company; (2) any acquisition by the Company; (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; or (4) any acquisition by any corporation pursuant to a transaction which complies with clauses (1), (2) and (3) of subparagraph (C) below; (B) 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 Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board 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; (C) Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (a “Business Combination”), in each case, unless, following such Business Combination, (1) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty percent (50%) of, respectively, 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 which 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 Outstanding Company Voting Securities, as the case may be, (2) 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, twenty-five percent (25%) 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 (3) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; (D) Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.

Change in Control of the Company. For purposes of this Agreement, a “"Change in Control of the Company” " shall mean any of the following events: (A) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “"Exchange Act”")) (a “"Person”") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of twenty-five fifteen percent (2515%) or more of either (i) the then outstanding shares of common stock of the Company (the “"Outstanding Company Common Stock”"), or (ii) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “"Outstanding Company Voting Securities”"); provided, however, that for purposes of this subparagraph (A), the following acquisitions shall not constitute a Change in Control of the Company: (1) any acquisition directly from the Company; (2) any acquisition by the Company; (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; (4) any acquisition of Outstanding Company Common Stock or Outstanding Company Voting Securities by Citicorp Venture Capital, Ltd. or any other party to the Voting Agreement dated as of _____________, as amended; or (45) any acquisition by any corporation pursuant to a transaction which complies with clauses (1), (2) and (3) of subparagraph (C) below; (B) 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 Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s 's shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board 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; (C) Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (a “"Business Combination”"), in each case, unless, following such Business Combination, (1) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty percent (50%) of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to 3 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 which as a result of such transaction owns the Company or all or substantially all of the Company’s '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 Outstanding Company Voting Securities, as the case may be, (2) 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, twenty-five fifteen percent (2515%) 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 (3) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; (D) Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.

Change in Control of the Company. (a) Notwithstanding any other provision of this Agreement, if a "Change in Control" (as defined in Section 8(b) hereof) shall occur while the Executive is employed by the Company hereunder, (i) all of the Executive's outstanding CARs shall immediately vest, (ii) the principal balance remaining of the loans to the Executive pursuant to Section 4(f) hereof (and all accrued interest thereon) shall automatically be forgiven, and (iii) if the Company has not previously made a payment in full to the Executive pursuant to Section 4(e) hereof, the Company shall immediately pay the Executive the sum of five million dollars ($5,000,000) less any 20 amounts previously paid the Executive pursuant to Section 4(e), in complete settlement of the Executive's rights pursuant to such Section 4(e). (b) For purposes of this Agreement, a “Change in Control of the Company” shall mean any of the following events: (A) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of twenty-five percent (25%) or more of either occur if (i) any person or entity, or group of affiliated persons or entities, other than the then outstanding shares Original Shareholders and/or their respective affiliates (for this purpose, the Executive shall be deemed to be an affiliate of common the Original Shareholders), acquires membership interests, stock or other equity interests of the Company (representing more than 50% of the “Outstanding Company Common Stock”)voting power of all such outstanding membership interests, stock or other equity interests, (ii) the combined voting power majority of the then outstanding voting securities Board (or comparable governing group) consists of persons who are designees of any person or entity or group of affiliated persons or entities which hold membership interests, stock or other equity interests in the Company, other than the Original Shareholders and/or their respective affiliates (for this purpose the Executive shall be deemed a designee of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subparagraph (A), the following acquisitions shall not constitute a Change in Control of the Company: (1) any acquisition directly from the Company; (2) any acquisition by the Company; (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; or (4) any acquisition by any corporation pursuant to a transaction which complies with clauses (1Original Shareholders), (2iii) and (3) the Company adopts a plan of subparagraph (C) below; (B) Individuals who, as of liquidation providing for the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board 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; (C) Consummation of a reorganization, merger or consolidation or sale or other disposition distribution of all or substantially all of the assets of the Company its assets, or (a “Business Combination”), in each case, unless, following such Business Combination, (1iv) all or substantially all of the individuals and entities who were the beneficial owners, respectively, business enterprise of the Outstanding Company Common Stock and Outstanding is disposed of pursuant to a sale of assets transaction or a merger, consolidation or similar transaction in which the Company Voting Securities immediately prior to such Business Combination beneficially ownis not the surviving entity (unless (A) no person or entity, directly or indirectlygroup of affiliated persons or entities, more other than fifty percent the Original Shareholders and/or their respective affiliates (50%) of, respectivelyfor this purpose, the then outstanding shares of common stock and the combined voting power Executive shall be deemed to be an affiliate of the then outstanding voting securities entitled to vote generally in the election of directorsOriginal Shareholders) owns immediately after such transaction membership interests, as the case may be, stock or other equity interests of the corporation resulting from such Business Combination (including, without limitation, a corporation entity which succeeds to the business of the Company as a result of such transaction owns representing more than 50% of the voting power of all such outstanding membership interests, stock or other equity interests, (B) a majority of the board of directors (or comparable governing body) of the entity which succeeds to the business of the Company as a result of such transaction consists of persons (or all or substantially all persons designated by such persons) who constituted a majority of the Company’s assets either directly or through one or more subsidiaries) in substantially Board of the same proportions as their ownership, Company immediately prior to such Business Combination transaction, and (C) such successor entity assumes in writing the Company's obligations hereunder and, with respect to the CARs, agrees in writing to substitute for the CARs on an equitable basis equity-based awards having the same vesting schedule as the CARs, the same period of time during which the Executive can exercise a right equivalent to the settlement right associated with the CARs and otherwise providing substantially equivalent economic opportunity to that afforded by the CARs determined, if the Executive requests, as provided in Section 4(d)(VI) (it being understood and agreed that if the common stock of such successor entity is listed and traded on a national securities exchange or the Nasdaq National Market, such substitution will be effected through the conversion of the Outstanding Company Common Stock and Outstanding Company Voting SecuritiesCARs into stock options for the purchase of such common stock, as or 21 other equity based awards of such entity having the case may besame economic value, (2) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan in the manner described in Section 4(d)(V)). For purposes of this Agreement, "affiliate" (or related trustderivations thereof, i.e., "affiliated") of any person or entity means any other person or entity directly or indirectly controlling or controlled by or under direct or indirect common control with such person or entity; and for purposes of such definition, "control" when used with respect to any person or entity means the Company power to direct the management and policies of such person or such corporation resulting from such Business Combination) beneficially ownsentity, directly or indirectly, twenty-five percent (25%) or more of, respectively, whether through the then outstanding shares ownership 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 or other equity interests, by contract or otherwise, and the terms "controlling" and "controlled" have meanings correlative to the extent that such ownership existed prior to the Business Combination, and (3) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; (D) Approval by the shareholders of the Company of a complete liquidation or dissolution of the Companyforegoing.

Change in Control of the Company. For purposes of this Agreement, a A “Change in Control of the Company” shall mean be deemed to have occurred if an event set forth in any one of the following eventsparagraphs shall have occurred: (i) any Person (other than (A) The acquisition by the Company or any individualof its subsidiaries, entity (B) a trustee or group (within the meaning of Section 13(d)(3) or 14(d)(2) other fiduciary holding securities under any employee benefit plan of the Securities Exchange Act Company or any of 1934its subsidiaries, (C) an underwriter temporarily holding securities pursuant to an offering of such securities or (D) a corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as amended their ownership of stock in the Company (the “Exchange Act”)) (a “PersonExcluded Persons”) is or becomes the Beneficial Owner, directly or indirectly, of beneficial ownership securities of the Company (within not including in the meaning of Rule 13d-3 promulgated under securities beneficially owned by such Person any securities acquired directly from the Exchange ActCompany or its Affiliates after ____________, 2007, pursuant to express authorization by the Board that refers to this exception) of twenty-five percent (25%) representing 20% or more of either (i) the then outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”), or (ii) the combined voting power of the Company’s then outstanding voting securities securities; or (ii) the following individuals cease for any reason to constitute a majority of the number of directors of the Company entitled then serving: (A) individuals who, on __________, 2007 constituted the Board and (B) any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to vote generally in a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board or nomination for election by the Company’s shareholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors on _________, 2007, or whose appointment, election or nomination for election was previously so approved (collectively the “Outstanding Company Voting SecuritiesContinuing Directors”); provided, however, that individuals who are appointed to the Board pursuant to or in accordance with the terms of an agreement relating to a merger, consolidation, or share exchange involving the Company (or any direct or indirect subsidiary of the Company) shall not be Continuing Directors for purposes of this subparagraph Agreement until after such individuals are first nominated for election by a vote of at least two-thirds (A)2/3) of the then Continuing Directors and are thereafter elected as directors by the shareholders of the Company at a meeting of shareholders held following consummation of such merger, consolidation, or share exchange; and, provided further, that in the following acquisitions shall not constitute event the failure of any such persons appointed to the Board to be Continuing Directors results in a Change in Control of the Company: (1) any acquisition directly from , the Company; (2) any acquisition by subsequent qualification of such persons as Continuing Directors shall not alter the Company; (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by fact that a Change in Control of the Company or any corporation controlled by the Companyoccurred; or (4) any acquisition by any corporation pursuant to a transaction which complies with clauses (1), (2) and (3) of subparagraph (C) below;or (Biii) Individuals who, as the shareholders of the date hereofCompany approve a merger, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority consolidation or share exchange of the Board; provided, however, that Company with any individual becoming a director subsequent to other corporation or approve the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote issuance of at least a majority voting securities of the directors then comprising the Incumbent Board shall be considered as though such individual were Company in connection with a member of the Incumbent Boardmerger, 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; (C) Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets share exchange of the Company (a “Business Combination”), in each case, unless, following such Business Combination, (1) all or substantially all any direct or indirect subsidiary of the individuals and entities who were Company) pursuant to applicable stock exchange requirements, other than (A) a merger, consolidation or share exchange which would result in the beneficial owners, respectively, voting securities of the Outstanding Company Common Stock and Outstanding Company Voting Securities outstanding immediately prior to such Business Combination beneficially ownmerger, consolidation or share exchange continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) at least 50% of the combined voting power of the voting securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger, consolidation or share exchange, or (B) a merger, consolidation or share exchange effected to implement a recapitalization of the Company (or similar transaction) in which no Person (other than an Excluded Person) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its Affiliates after __________, 2007, pursuant to express authorization by the Board that refers to this exception) representing 20% or more than fifty percent (50%) of, respectively, of either the then outstanding shares of common stock and of the Company or the combined voting power of the Company’s then outstanding voting securities entitled to vote generally in securities; or (iv) the election of directors, as the case may be, shareholders of the corporation resulting from such Business Combination (including, without limitation, Company approve of a corporation which as a result plan of such transaction owns complete liquidation or dissolution of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets either directly (in one transaction or through one a series of related transactions within any period of 24 consecutive months), other than a sale or more subsidiaries) disposition by the Company of all or substantially all of the Company’s assets to an entity at least 75% of the combined voting power of the voting securities of which are owned by Persons in substantially the same proportions as their ownership, ownership of the Company immediately prior to such Business Combination sale. Notwithstanding the foregoing, no “Change in Control of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as Company” shall be deemed to have occurred if there is consummated any transaction or series of integrated transactions immediately following which the case may be, (2) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) record holders of the common stock of the Company immediately prior to such transaction or such corporation resulting from such Business Combination) beneficially ownsseries of transactions continue to own, directly or indirectly, twenty-five percent (25%) in the same proportions as their ownership in the Company, an entity that owns all or more of, respectively, the then outstanding shares of common stock substantially all of the corporation resulting from such Business Combination assets 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 (3) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; (D) Approval by the shareholders of the Company immediately following such transaction or series of a complete liquidation or dissolution of the Companytransactions.

Change in Control of the Company. (a) In the event of a "change in ----------------------------------- control" of the Company, as defined herein, Executive shall be entitled, within thirty (30) days prior to the date of closing of the transaction effecting such change in control and at her election, to give written notice to the Company and the Bank of termination of this Agreement and to receive a cash payment equal to two hundred ninety-nine percent (299%) times Executive's minimum annual base salary then in effect as set forth in Section 3 herein. The cash payment will be paid to Executive in one lump sum by delivery to Executive of a cashier's check or other official Bank check not later than ten (10) days after the date of notice of termination by the Executive delivered pursuant to this Section 10, or at the closing of the transaction effecting the change of control of the Company, whichever is later. (b) The payments provided for by Section 10(a) shall be payable by the Company and/or the Bank only to the extent that such payments are deductible by the Company and are not rendered non-deductible by Section 280G of the Internal Revenue Code of 1986, as amended. (c) For purposes of this AgreementSection 10, a “Change "change in Control control" of the Company” Company shall mean any of the following eventsmean: (Ai) The any transaction, whether by merger, consolidation, asset sale, tender offer, reverse stock split or otherwise, which results in the acquisition by any individual, entity or group beneficial ownership (within the meaning of Section 13(d)(3) or 14(d)(2) of as such term is defined under rules and regulations promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)amended) (a “Person”) by any person or entity or any group of beneficial ownership (within the meaning persons or entities acting in concert, of Rule 13d-3 promulgated under the Exchange Act) of twenty-five percent (25%) % or more of either (i) the then outstanding shares of common stock Common Stock of the Company (the “Outstanding Company Common Stock”), or Company; (ii) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subparagraph (A), the following acquisitions shall not constitute a Change in Control of the Company: (1) any acquisition directly from the Company; (2) any acquisition by the Company; (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; or (4) any acquisition by any corporation pursuant to a transaction which complies with clauses (1), (2) and (3) of subparagraph (C) below; (B) 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 Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board 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; (C) Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company Company; (a “Business Combination”), in each case, unless, following such Business Combination, (1iii) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty percent (50%) of, respectively, 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 which as a result of such transaction owns the Company or all or substantially all liquidation of the Company’s assets either directly or through one or more subsidiaries; or (iv) in substantially the same proportions as their ownershipif, immediately prior to such Business Combination during any period of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, two consecutive years (2) no Person (excluding not including 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, twenty-five percent (25%) 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 period prior to the Business Combinationexecution of this Agreement), individuals who at the beginning of such period constitute the Board and any new director (3other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in clause (i) or (ii) of this section) whose election by the Board or nomination by the Company's shareholders 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 of the members of the board of directors of the corporation resulting from such Business Combination were members of the Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; (D) Approval by the shareholders of the Company of a complete liquidation or dissolution of the Companythereof.

Change in Control of the Company. For purposes of this Agreement, a A “Change in Control of the Company” shall mean be deemed to have occurred if an event set forth in any one of the following eventsparagraphs shall have occurred: (i) any Person (other than (A) The acquisition by the Company or any individualof its subsidiaries, entity (B) a trustee or group (within the meaning of Section 13(d)(3) or 14(d)(2) other fiduciary holding securities under any employee benefit plan of the Securities Exchange Act Company or any of 1934its subsidiaries, (C) an underwriter temporarily holding securities pursuant to an offering of such securities or (D) a corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as amended their ownership of stock in the Company (the “Exchange ActExcluded Persons”)) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (a “Person”not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its Affiliates after ____________, 2007, pursuant to express authorization by the Board that refers to this exception) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of twenty-five percent (25%) representing 20% or more of either (i) the then outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”), or (ii) the combined voting power of the Company’s then outstanding voting securities securities; or (ii) the following individuals cease for any reason to constitute a majority of the number of directors of the Company entitled then serving: (A) individuals who, on __________, 2007 constituted the Board and (B) any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to vote generally in a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board or nomination for election by the Company’s shareholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors on _________, 2007, or whose appointment, election or nomination for election was previously so approved (collectively the “Outstanding Company Voting SecuritiesContinuing Directors”); provided, however, that individuals who are appointed to the Board pursuant to or in accordance with the terms of an agreement relating to a merger, consolidation, or share exchange involving the Company (or any direct or indirect subsidiary of the Company) shall not be Continuing Directors for purposes of this subparagraph Agreement until after such individuals are first nominated for election by a vote of at least two-thirds (A)2/3) of the then Continuing Directors and are thereafter elected as directors by the shareholders of the Company at a meeting of shareholders held following consummation of such merger, consolidation, or share exchange; and, provided further, that in the following acquisitions shall not constitute event the failure of any such persons appointed to the Board to be Continuing Directors results in a Change in Control of the Company: (1) any acquisition directly from , the Company; (2) any acquisition by subsequent qualification of such persons as Continuing Directors shall not alter the Company; (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by fact that a Change in Control of the Company or any corporation controlled by the Companyoccurred; or (4) any acquisition by any corporation pursuant to a transaction which complies with clauses (1), (2) and (3) of subparagraph (C) below;or (Biii) Individuals who, as the shareholders of the date hereofCompany approve a merger, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority consolidation or share exchange of the Board; provided, however, that Company with any individual becoming a director subsequent to other corporation or approve the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote issuance of at least a majority voting securities of the directors then comprising the Incumbent Board shall be considered as though such individual were Company in connection with a member of the Incumbent Boardmerger, 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; (C) Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets share exchange of the Company (a “Business Combination”), in each case, unless, following such Business Combination, (1) all or substantially all any direct or indirect subsidiary of the individuals and entities who were Company) pursuant to applicable stock exchange requirements, other than (A) a merger, consolidation or share exchange which would result in the beneficial owners, respectively, voting securities of the Outstanding Company Common Stock and Outstanding Company Voting Securities outstanding immediately prior to such Business Combination beneficially ownmerger, consolidation or share exchange continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) at least 50% of the combined voting power of the voting securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger, consolidation or share exchange, or (B) a merger, consolidation or share exchange effected to implement a recapitalization of the Company (or similar transaction) in which no Person (other than an Excluded Person) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its Affiliates after __________, 2007, pursuant to express authorization by the Board that refers to this exception) representing 20% or more than fifty percent (50%) of, respectively, of either the then outstanding shares of common stock and of the Company or the combined voting power of the Company’s then outstanding voting securities entitled to vote generally in securities; or (iv) the election of directors, as the case may be, shareholders of the corporation resulting from such Business Combination (including, without limitation, Company approve of a corporation which as a result plan of such transaction owns complete liquidation or dissolution of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets either directly (in one transaction or through one a series of related transactions within any period of 24 consecutive months), other than a sale or more subsidiaries) disposition by the Company of all or substantially all of the Company’s assets to an entity at least 75% of the combined voting power of the voting securities of which are owned by Persons in substantially the same proportions as their ownership, ownership of the Company immediately prior to such Business Combination sale. Notwithstanding the foregoing, no “Change in Control of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as Company” shall be deemed to have occurred if there is consummated any transaction or series of integrated transactions immediately following which the case may be, (2) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) record holders of the common stock of the Company immediately prior to such transaction or such corporation resulting from such Business Combination) beneficially ownsseries of transactions continue to own, directly or indirectly, twenty-five percent (25%) in the same proportions as their ownership in the Company, an entity that owns all or more of, respectively, the then outstanding shares of common stock substantially all of the corporation resulting from such Business Combination assets 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 (3) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; (D) Approval by the shareholders of the Company immediately following such transaction or series of a complete liquidation or dissolution of the Companytransactions.

Change in Control of the Company. For purposes of this Agreement, a “Change "change in Control control of the Company” " shall mean any of the following eventsbe deemed to have occurred if: (Aa) The acquisition by any individual"person", entity or group (within the meaning of Section 13(d)(3as such term is used in Sections 13(d) or 14(d)(2and 14(d) of the Securities Exchange Act of 1934, as amended (the “"Exchange Act”)") (a “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 their ownership of stock of the Company), is or becomes the "beneficial ownership owner" (within the meaning of as defined in Rule 13d-3 promulgated under the Exchange Act) ), directly or indirectly, of twenty-five securities of the Company representing 30 percent (25%) or more of either (i) the then outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”), or (ii) the combined voting power of the Company's then outstanding voting securities securities; (b) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a person who has entered into an agreement with the Company entitled to vote generally effect a transaction described in the election of directors clause (the “Outstanding Company Voting Securities”a); provided, however, that for purposes (c) or (d) of this subparagraph (A), subsection) whose election by the following acquisitions shall not constitute a Change in Control of the Company: (1) any acquisition directly from the Company; (2) any acquisition Board or nomination for election by the Company; 's stockholders was approved by a vote of at least two-thirds (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; or (4) any acquisition by any corporation pursuant to a transaction which complies with clauses (1), (2) and (32/3) of subparagraph (C) below; (B) Individuals who, as the directors then still in office who either were directors at the beginning of the date hereofperiod or whose election or nomination for election was previously so approved, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board 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 Boardthereof; (Cc) Consummation the stockholders of the Company approve a reorganizationmerger or consolidation of the Company with any other corporation, other than (I) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 70 percent of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation or (II) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no "person" (as hereinabove defined) acquires more than 30 percent of the combined voting power of the Company's then outstanding securities; or (d) the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or other disposition by the Company of all or substantially all of the assets of the Company (a “Business Combination”), in each case, unless, following such Business Combination, (1) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty percent (50%) of, respectively, 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 which 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 Outstanding Company Voting Securities, as the case may be, (2) 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, twenty-five percent (25%) 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 (3) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; (D) Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company's assets.

Change in Control of the Company. For purposes of this Agreement, a “Agreement "Change in Control of the Company” Control" shall mean any of the following eventsbe deemed to have occurred at such time as: (A1) The acquisition by any individual, entity person (including any syndicate or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “"Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of twenty-five percent (25%") or more any successor provision to either of either (ithe foregoing) is or becomes the then outstanding beneficial owner, directly or indirectly, of shares of common capital stock of the Company (entitling such person to exercise more than 35% of the “Outstanding Company Common Stock”), or (ii) the combined total voting power of all voting shares of the then outstanding voting securities Company; or (2) there shall occur any consolidation of the Company entitled with, or merger of the Company into, any other person, any merger of another person into the Company, or any sale or transfer of all or substantially all of the assets of the Company to vote generally another person (other than (a) a merger which is effected solely to change the jurisdiction of incorporation of the Company or (b) any consolidation with or merger of the Company into a wholly owned subsidiary or of a wholly owned subsidiary into the Company, or any sale or transfer by the Company of all or substantially all of its assets to one or more of its wholly owned subsidiaries in the election any one transaction or a series of directors (the “Outstanding Company Voting Securities”)transactions; provided, however, in each case that for purposes of this subparagraph the resulting corporation (A), if not the following acquisitions shall not constitute a Change in Control Company) or each such subsidiary assumes or guarantees the obligations of the Company: (1) any acquisition directly from the CompanyCompany hereunder; (2) any acquisition by the Company; or (3) there shall occur a change in the Board of Directors of the Company in which the individuals who constituted the Board of Directors of the Company at the beginning of the two-year period immediately preceding such change (together with any acquisition other director whose election by any employee benefit plan (or related trust) sponsored or maintained by the Board of Directors of the Company or any corporation controlled by the Company; or (4) any acquisition by any corporation pursuant to a transaction which complies with clauses (1), (2) and (3) of subparagraph (C) below; (B) 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 Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, stockholders of the Company was approved by a vote of at least a majority of the directors then comprising in office either who were directors at the Incumbent Board shall be considered as though beginning of such individual were a member of the Incumbent Board, but excluding for this purpose any such individual period or 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; (Cnomination for election was previously so approved) Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (a “Business Combination”), in each case, unless, following such Business Combination, (1) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior cease for any reason to such Business Combination beneficially own, directly or indirectly, more than fifty percent (50%) of, respectively, 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 which 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 Outstanding Company Voting Securities, as the case may be, (2) 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, twenty-five percent (25%) 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 (3) at least constitute a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; (D) Approval by the shareholders of the Company of a complete liquidation or dissolution of the Companythen in office.

Change in Control of the Company. For purposes of this Agreement, a A “Change in Control of the Company” shall mean be deemed to have occurred if an event set forth in any one of the following eventsparagraphs shall have occurred: (i) any Person (other than (A) The acquisition by the Company or any individualof its subsidiaries, entity (B) a trustee or group (within the meaning of Section 13(d)(3) or 14(d)(2) other fiduciary holding securities under any employee benefit plan of the Securities Exchange Act Company or any of 1934its subsidiaries, (C) an underwriter temporarily holding securities pursuant to an offering of such securities or (D) a corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as amended their ownership of stock in the Company (the “Exchange ActExcluded Persons”)) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (a “Person”not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its Affiliates after February 12, 2007, pursuant to express authorization by the Board that refers to this exception) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of twenty-five percent (25%) representing 30% or more of either (i) the then outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”), or (ii) the combined voting power of the Company’s then outstanding voting securities securities; or (ii) the following individuals cease for any reason to constitute a majority of the number of directors of the Company entitled then serving: (A) individuals who, on February 12, 2007 constituted the Board and (B) any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to vote generally in a consent solicitation, relating to the election of directors of the Company, as such terms are used in Rule 14a-11 of Regulation 14A under the Act) whose appointment or election by the Board or nomination for election by the Company’s shareholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors on February 12, 2007, or whose appointment, election or nomination for election was previously so approved (collectively the “Outstanding Company Voting SecuritiesContinuing Directors”); provided, however, that individuals who are appointed to the Board pursuant to or in accordance with the terms of an agreement relating to a merger, consolidation, or share exchange involving the Company (or any direct or indirect subsidiary of the Company) shall not be Continuing Directors for purposes of this subparagraph Agreement until after such individuals are first nominated for election by a vote of at least two-thirds (A)2/3) of the then Continuing Directors and are thereafter elected as directors by the shareholders of the Company at a meeting of shareholders held following consummation of such merger, consolidation, or share exchange; and, provided further, that in the following acquisitions shall not constitute event the failure of any such persons appointed to the Board to be Continuing Directors results in a Change in Control of the Company: (1) any acquisition directly from , the Company; (2) any acquisition by subsequent qualification of such persons as Continuing Directors shall not alter the Company; (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by fact that a Change in Control of the Company or any corporation controlled by the Companyoccurred; or (4) any acquisition by any corporation pursuant to a transaction which complies with clauses (1), (2) and (3) of subparagraph (C) below;or (Biii) Individuals whothe consummation of a merger, as consolidation or share exchange of the date hereof, constitute Company with any other corporation or the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority issuance of voting securities of the Board; providedCompany in connection with a merger, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board 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; (C) Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets share exchange of the Company (a “Business Combination”or any direct or indirect subsidiary of the Company), in each case, unless, following such Business Combination, (1) all or substantially all which requires approval of the individuals and entities who were the beneficial owners, respectively, shareholders of the Outstanding Company, other than (A) a merger, consolidation or share exchange which would result in the voting securities of the Company Common Stock and Outstanding Company Voting Securities outstanding immediately prior to such Business Combination beneficially ownmerger, consolidation or share exchange continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) at least 50% of the combined voting power of the voting securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger, consolidation or share exchange, or (B) a merger, consolidation or share exchange effected to implement a recapitalization of the Company (or similar transaction) in which no Person (other than an Excluded Person) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its Affiliates after February 12, 2007, pursuant to express authorization by the Board that refers to this exception) representing 30% or more than fifty percent (50%) of, respectively, of either the then outstanding shares of common stock and of the Company or the combined voting power of the Company’s then outstanding voting securities entitled to vote generally in securities; or (iv) the election consummation of directors, as the case may be, a plan of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result complete liquidation or dissolution of such transaction owns the Company or a sale or disposition by the Company of all or substantially all of the Company’s assets either directly (in one transaction or through one a series of related transactions within any period of 24 consecutive months), in each case, which requires approval of the shareholders of the Company, other than a sale or more subsidiaries) disposition by the Company of all or substantially all of the Company’s assets to an entity at least 75% of the combined voting power of the voting securities of which are owned by Persons in substantially the same proportions as their ownership, ownership of the Company immediately prior to such Business Combination sale. Notwithstanding the foregoing, no “Change in Control of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as Company” shall be deemed to have occurred if there is consummated any transaction or series of integrated transactions immediately following which the case may be, (2) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) record holders of the common stock of the Company immediately prior to such transaction or such corporation resulting from such Business Combination) beneficially ownsseries of transactions continue to own, directly or indirectly, twenty-five percent (25%) in the same proportions as their ownership in the Company, an entity that owns all or more of, respectively, the then outstanding shares of common stock substantially all of the corporation resulting from such Business Combination assets 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 (3) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; (D) Approval by the shareholders of the Company immediately following such transaction or series of a complete liquidation or dissolution of the Companytransactions.

Change in Control of the Company. For purposes of this Agreement, a A “Change in Control of the Company” shall mean be deemed to have occurred if an event set forth in any one of the following eventsparagraphs shall have occurred: (i) any Person (other than (A) The acquisition by the Company or any individualof its subsidiaries, entity (B) a trustee or group (within the meaning of Section 13(d)(3) or 14(d)(2) other fiduciary holding securities under any employee benefit plan of the Securities Exchange Act Company or any of 1934its subsidiaries, (C) an underwriter temporarily holding securities pursuant to an offering of such securities or (D) a corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as amended their ownership of stock in the Company (the “Exchange ActExcluded Persons”)) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (a “Person”not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its Affiliates after the date of this Agreement, pursuant to express authorization by the Board that refers to this exception) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of twenty-five percent (25%) representing 20% or more of either (i) the then outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”), or (ii) the combined voting power of the Company’s then outstanding voting securities securities; or (ii) the following individuals cease for any reason to constitute a majority of the number of directors of the Company entitled then serving: (A) individuals who, on the date of this Agreement constituted the Board and (B) any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to vote generally in a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board or nomination for election by the Company’s shareholders was approved by a vote of at least two-thirds ( 2/3) of the directors then still in office who either were directors on the date of this Agreement, or whose appointment, election or nomination for election was previously so approved (collectively the “Outstanding Company Voting SecuritiesContinuing Directors”); provided, however, that individuals who are appointed to the Board pursuant to or in accordance with the terms of an agreement relating to a merger, consolidation, or share exchange involving the Company (or any direct or indirect subsidiary of the Company) shall not be Continuing Directors for purposes of this subparagraph Agreement until after such individuals are first nominated for election by a vote of at least two-thirds (A)2/3) of the then Continuing Directors and are thereafter elected as directors by the shareholders of the Company at a meeting of shareholders held following consummation of such merger, consolidation, or share exchange; and, provided further, that in the following acquisitions shall not constitute event the failure of any such persons appointed to the Board to be Continuing Directors results in a Change in Control of the Company: (1) any acquisition directly from , the Company; (2) any acquisition by subsequent qualification of such persons as Continuing Directors shall not alter the Company; (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by fact that a Change in Control of the Company or any corporation controlled by the Companyoccurred; or (4) any acquisition by any corporation pursuant to a transaction which complies with clauses (1), (2) and (3) of subparagraph (C) below;or (Biii) Individuals who, as the shareholders of the date hereofCompany approve a merger, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority consolidation or share exchange of the Board; provided, however, that Company with any individual becoming a director subsequent to other corporation or approve the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote issuance of at least a majority voting securities of the directors then comprising the Incumbent Board shall be considered as though such individual were Company in connection with a member of the Incumbent Boardmerger, 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; (C) Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets share exchange of the Company (a “Business Combination”), in each case, unless, following such Business Combination, (1) all or substantially all any direct or indirect subsidiary of the individuals and entities who were Company) pursuant to applicable stock exchange requirements, other than (A) a merger, consolidation or share exchange which would result in the beneficial owners, respectively, voting securities of the Outstanding Company Common Stock and Outstanding Company Voting Securities outstanding immediately prior to such Business Combination beneficially ownmerger, consolidation or share exchange continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) at least 50% of the combined voting power of the voting securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger, consolidation or share exchange, or (B) a merger, consolidation or share exchange effected to implement a recapitalization of the Company (or similar transaction) in which no Person (other than an Excluded Person) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its Affiliates after the date of this Agreement, pursuant to express authorization by the Board that refers to this exception) representing 20% or more than fifty percent (50%) of, respectively, of either the then outstanding shares of common stock and of the Company or the combined voting power of the Company’s then outstanding voting securities entitled to vote generally in securities; or (iv) the election of directors, as the case may be, shareholders of the corporation resulting from such Business Combination (including, without limitation, Company approve of a corporation which as a result plan of such transaction owns complete liquidation or dissolution of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets either directly (in one transaction or through one a series of related transactions within any period of 24 consecutive months), other than a sale or more subsidiaries) disposition by the Company of all or substantially all of the Company’s assets to an entity at least 75% of the combined voting power of the voting securities of which are owned by Persons in substantially the same proportions as their ownership, ownership of the Company immediately prior to such Business Combination sale. Notwithstanding the foregoing, no “Change in Control of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as Company” shall be deemed to have occurred if there is consummated any transaction or series of integrated transactions immediately following which the case may be, (2) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) record holders of the common stock of the Company immediately prior to such transaction or such corporation resulting from such Business Combination) beneficially ownsseries of transactions continue to own, directly or indirectly, twenty-five percent (25%) in the same proportions as their ownership in the Company, an entity that owns all or more of, respectively, the then outstanding shares of common stock substantially all of the corporation resulting from such Business Combination assets 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 (3) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; (D) Approval by the shareholders of the Company immediately following such transaction or series of a complete liquidation or dissolution of the Companytransactions.

Change in Control of the Company. For purposes of this Agreement, a “"Change in Control of the Company” Control" shall mean any of the following eventsbe deemed to have occurred at such time as: (A1) The acquisition by any individual, entity person (including any syndicate or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “"Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of twenty-five percent (25%") or more any successor provision to either of either (ithe foregoing) is or becomes the then outstanding beneficial owner, directly or indirectly, of shares of common capital stock of the Company (entitling such person to exercise more than 35% of the “Outstanding Company Common Stock”), or (ii) the combined total voting power of all voting shares of the then outstanding voting securities Company; or (2) there shall occur any consolidation of the Company entitled with, or merger of the Company into, any other person, any merger of another person into the Company, or any sale or transfer of all or substantially all of the assets of the Company to vote generally another person (other than (a) a merger which is effected solely to change the jurisdiction of incorporation of the Company or (b) any consolidation with or merger of the Company into a wholly owned subsidiary or of a wholly owned subsidiary into the Company, or any sale or transfer by the Company of all or substantially all of its assets to one or more of its wholly owned subsidiaries in the election any one transaction or a series of directors (the “Outstanding Company Voting Securities”)transactions; provided, however, in each case that for purposes of this subparagraph the resulting corporation (A), if not the following acquisitions shall not constitute a Change in Control Company) or each subsidiary assumes or guarantees the obligations of the Company: (1) any acquisition directly from the CompanyCompany hereunder; (2) any acquisition by the Company; or (3) there shall occur a change in the Board of Directors of the Company in which the individuals who constituted the Board of Directors of the Company at the beginning of the two-year period immediately preceding such change (together with any acquisition other director whose election by any employee benefit plan (or related trust) sponsored or maintained by the Board of Directors of the Company or any corporation controlled by the Company; or (4) any acquisition by any corporation pursuant to a transaction which complies with clauses (1), (2) and (3) of subparagraph (C) below; (B) 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 Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, stockholders of the Company was approved by a vote of at least a majority of the directors then comprising in office either who were directors at the Incumbent Board shall be considered as though beginning of such individual were a member of the Incumbent Board, but excluding for this purpose any such individual period or 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; (Cnomination for election was previously so approved) Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (a “Business Combination”), in each case, unless, following such Business Combination, (1) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior cease for any reason to such Business Combination beneficially own, directly or indirectly, more than fifty percent (50%) of, respectively, 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 which 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 Outstanding Company Voting Securities, as the case may be, (2) 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, twenty-five percent (25%) 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 (3) at least constitute a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; (D) Approval by the shareholders of the Company of a complete liquidation or dissolution of the Companythen in office.

Change in Control of the Company. For purposes of this Agreement, a A “Change in Control of the Company” shall mean be determined with reference to Alliant Energy Corporation as the Company, as more fully set forth below, and shall be deemed to have occurred if an event set forth in any one of the following events:paragraphs shall have occurred, and such an event is a change in ownership or effective control of a corporation or a change in ownership of a substantial portion of the assets of a corporation pursuant to Treasury Regulations section 1.409A 3(i)(5): (i) any Person (other than (A) The acquisition by Alliant or any individualof its subsidiaries, entity (B) a trustee or group (within the meaning of Section 13(d)(3) or 14(d)(2) other fiduciary holding securities under any employee benefit plan of the Securities Exchange Act Company or any subsidiary, (C) an underwriter temporarily holding securities pursuant to an offering of 1934such securities or (D) a corporation owned, directly or indirectly, by the shareowners of Alliant in substantially the same proportions as amended their ownership of stock in Alliant (the “Exchange ActExcluded Persons”)) is or becomes the Beneficial Owner, directly or indirectly, of securities of Alliant (a “Person”not including in the securities beneficially owned by such Person any securities acquired directly from Alliant or its Affiliates after [current date], pursuant to express authorization by the Board that refers to this exception) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of twenty-five percent (25%) representing 30% or more of either (i) the then outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”), Alliant or (ii) the combined voting power of the Company’s then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”)securities; provided, however, that for purposes of this subparagraph (ASubsection 1(g)(i), the following acquisitions shall any acquisition pursuant to a transaction described in Subsection 1(g)(iii) and that is not constitute a “Change in Control of the Company: (1) any acquisition directly from ” pursuant to such Subsection shall also not constitute a “Change in Control of the Company” for purposes of this Subsection 1(g)(i); (2) any acquisition by the Company; (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; or (4) any acquisition by any corporation pursuant to a transaction which complies with clauses (1), (2) and (3) of subparagraph (C) below;or (Bii) Individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) following individuals cease for any reason to constitute at least a majority of the Board; providednumber of directors of Alliant then serving: (A) individuals who, howeveron [same current date], that constituted the Board and (B) any individual becoming new director (other than a director subsequent whose initial assumption of office is in connection with an actual or threatened proxy or consent solicitation for the purpose of opposing a solicitation by the Company relating to the date hereof election of directors of the Company) whose election, appointment or election by the Board or nomination for election by the Company’s shareholders, shareowners was approved by a vote of at least a majority two-thirds (2/3) of the directors then comprising the Incumbent Board shall be considered as though such individual still in office who either were directors on [same current date], or whose appointment, election or nomination for election was previously so approved; or (iii) Alliant consummates a member merger, consolidation or share exchange of Alliant with any other corporation or issues voting securities of Alliant in connection with a merger, consolidation or share exchange involving Alliant (or any direct or indirect subsidiary of the Incumbent BoardCompany), 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 (A) a merger, consolidation or share exchange which results in the Board;voting securities of Alliant outstanding immediately prior to such merger, consolidation or share exchange continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) at least 50% of the combined voting power of the voting securities of Alliant or such surviving entity or any parent thereof outstanding immediately after such merger, consolidation or share exchange, or (B) a merger, consolidation or share exchange effected to implement a recapitalization of Alliant (or similar transaction) in which no Person (other than an Excluded Person) is or becomes the Beneficial Owner, directly or indirectly, of securities of Alliant (not including in the securities beneficially owned by such Person any securities acquired directly from Alliant or its Affiliates after [same current date], pursuant to express authorization by the Board that refers to this exception) representing 30% or more of either the then outstanding shares of common stock of Alliant or the combined voting power of the Company’s then outstanding voting securities; or (Civ) Consummation the shareowners of Alliant approve, and Alliant completes, a reorganization, merger plan of complete liquidation or consolidation dissolution of Alliant or the Company effects a sale or other disposition of all or substantially all of the its assets (in one transaction or a series of the Company (a “Business Combination”related transactions within any period of 24 consecutive months), in each case, unless, following such Business Combination, (1) all other than a sale or substantially all disposition by Alliant of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty percent (50%) of, respectively, 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 which 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) to an entity at least 75% of the combined voting power of the voting securities of which are owned by Persons in substantially the same proportions as their ownership, ownership of Alliant immediately prior to such Business Combination sale. Notwithstanding the foregoing, no “Change in Control of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as Company” shall be deemed to have occurred if there is consummated any transaction or series of integrated transactions immediately following which the case may be, (2) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) record holders of the Company common stock of Alliant immediately prior to such transaction or such corporation resulting from such Business Combination) beneficially ownsseries of transactions continue to own, directly or indirectly, twenty-five percent (25%) in the same proportions as their ownership in the Company, an entity that owns all or more of, respectively, the then outstanding shares of common stock substantially all of the corporation resulting from such Business Combination assets or the combined voting power of the then outstanding voting securities of Alliant immediately following such corporation except to the extent that such ownership existed prior to the Business Combination, and (3) at least a majority transaction or series of the members of the board of directors of the corporation resulting from such Business Combination were members of the Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; (D) Approval by the shareholders of the Company of a complete liquidation or dissolution of the Companytransactions.

Change in Control of the Company. (a) For the purposes of this Agreement, a “Change in Control of the Company” shall mean Company is defined as the occurrence of any one of the following events: : (Ai) The acquisition there shall be consummated any consolidation or merger of the Company into or with another corporation or other legal person, and as a result of such consolidation or merger less than a majority of the combined voting power of the then-outstanding securities of such corporation or person immediately after such transactions are held in the aggregate by holders of Voting Stock, as herein defined, of the Company immediately prior to such transactions; or (ii) any individualsale, entity lease, exchange or group other transfer, whether in one transaction or any series of related transactions, of all or significant portions of the assets of the Company to any other corporation or other legal person, less than a majority of the combined voting power of the then-outstanding securities of such corporation or person immediately after such sale, lease, exchange, or transfer is held in the aggregate by the holders of Voting Stock of the Company immediately prior to such sale, lease, exchange, or transfer; or (within iii) the meaning shareholders of Section 13(d)(3the Company approve any plan for the liquidation or dissolution of the Company; or (iv) or any person (as such term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “"Exchange Act”")) (a “Person”) of ), becomes, either directly or indirectly, the beneficial ownership owner (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of twenty-five percent (25%) securities representing 15% or more of either (i) the then outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”), or (ii) the combined voting power of the then then-outstanding voting securities of the Company entitled to vote generally in the election of directors of the Company (the “Outstanding Company "Voting Securities”Stock"); provided, however, provided that the Trustee of the Thrift Plan shall not be deemed such a person for the purposes of this subparagraph Section 3(iv); or (Av) if at any time during a fiscal year a majority of the Board of Directors of the Company shall be replaced by persons who were not recommended for those positions by at least two-thirds of the directors of the Company who were directors of the Company at the beginning of the fiscal year; or (vi) the Executive's employment is terminated for other than Cause or the Executive is removed from office or position with the Company in either case following commencement by one or more representatives of the Company of discussions (authorized by the Board of Directors or Chief Executive Officer of the Company) with a third party that ultimately results in the occurrence of an event described in clauses (i), (ii), (iii), (iv), or (v) herein, regardless of whether such third party is a party to such occurrence, in which event, for the following acquisitions shall not constitute a purposes of this Agreement, the date of the authorization of such discussions is deemed to be the date of the Change in Control of the Company: (1) any acquisition directly from the Company; (2b) any acquisition by the Company; (For all purposes of this paragraph 3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; or (4) any acquisition by any corporation pursuant to a transaction which complies with clauses (1), (2) and (3) of subparagraph (C) below; (B) Individuals whothe term Company, as of the date hereofpreviously defined herein, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; providedshall include TNP Enterprises, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board 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; (C) Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (a “Business Combination”), in each case, unless, following such Business Combination, (1) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty percent (50%) of, respectivelyInc., the then outstanding shares parent 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 which 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 Outstanding Company Voting Securities, as the case may be, (2) 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, twentyTexas-five percent (25%) 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 (3) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; (D) Approval by the shareholders of the Company of a complete liquidation or dissolution of the New Mexico Power Company.

Change in Control of the Company. For purposes of this Agreement, a Agreement “Change in Control of the CompanyControl” shall mean any of the following eventsbe deemed to have occurred at such time as: (Ai) The acquisition by any individual, entity person (including any syndicate or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) or any successor provision to either of the foregoing) is or becomes the beneficial owner, directly or indirectly, of shares of capital stock of the Company entitling such person to exercise more than 35% of the total voting power of all voting shares of the Company; or (ii) there shall occur any consolidation of the Company with, or merger of the Company into, any other person, individual, corporation, limited liability company, partnership or other entity (a “Person”), any merger of another person into the Company, or any sale or transfer of all or substantially all of the assets of the Company to another Person (other than (a) a merger which is effected solely to change the jurisdiction of beneficial ownership incorporation of the Company or (within b) any consolidation with or merger of the meaning Company into a wholly owned subsidiary or of Rule 13d-3 promulgated under a wholly owned subsidiary into the Exchange Act) Company, or any sale or transfer by the Company of twenty-five percent (25%) all or substantially all of its assets to one or more of either its wholly owned subsidiaries in any one transaction or a series of transactions; provided, in each case that the resulting corporation (iif not the Company) or each such subsidiary assumes or guarantees the then outstanding shares of common stock obligations of the Company hereunder; or (iii) there shall occur a change in the “Outstanding Company Common Stock”), or (ii) the combined voting power Board of the then outstanding voting securities Directors of the Company entitled to vote generally in which the election individuals who constituted the Board of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subparagraph (A), the following acquisitions shall not constitute a Change in Control Directors of the Company: Company at the beginning of the two-year period immediately preceding such change (1) together with any acquisition directly from the Company; (2) any acquisition other director whose election by the Company; (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by Board of Directors of the Company or any corporation controlled by the Company; or (4) any acquisition by any corporation pursuant to a transaction which complies with clauses (1), (2) and (3) of subparagraph (C) below; (B) 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 Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, stockholders of the Company was approved by a vote of at least a majority of the directors then comprising in office either who were directors at the Incumbent Board shall be considered as though beginning of such individual were a member of the Incumbent Board, but excluding for this purpose any such individual period or 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; (Cnomination for election was previously so approved) Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (a “Business Combination”), in each case, unless, following such Business Combination, (1) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior cease for any reason to such Business Combination beneficially own, directly or indirectly, more than fifty percent (50%) of, respectively, 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 which 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 Outstanding Company Voting Securities, as the case may be, (2) 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, twenty-five percent (25%) 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 (3) at least constitute a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; (D) Approval by the shareholders of the Company of a complete liquidation or dissolution of the Companythen in office.

Change in Control of the Company. (a) In the event of a Change in Control of the Company prior to the end of the Performance Period, Shares shall be issued based on the greater of: (i) the Target Performance Units (100% of the Revenue target achieved as provided in Appendix A); or (ii) the expected performance as determined by the Committee in its sole discretion immediately prior to the consummation of the Change in Control. All such Units will become fully-vested. (b) In the event of a Change in Control of the Company prior to the date that all Eligible Shares meet the vesting requirements of Section 3 of this Agreement, all unvested Eligible Shares will vest immediately prior to the consummation of the Change in Control and be issued to the Participant (c) For purposes of this Agreement, a “Change in Control Control” of the Company” Company shall mean any of the following eventsbe deemed to have occurred if: (Ai) The acquisition by any individual, entity or group “person” (within the meaning of Section 13(d)(3as such term is used in Sections 13(d) or and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) shall, together with his, her or its “Affiliates” and “Associates” (a as such terms are defined in Rule 12b-2 promulgated under the Exchange Act), become the “Person”) of beneficial ownership Beneficial Owner” (within the meaning of as such term is defined in Rule 13d-3 promulgated under the Exchange Act) ), directly or indirectly, of twenty-five percent (25%) securities of the Company representing 50% or more of either (i) the then outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”), or (ii) the combined voting power of the Company’s then outstanding voting securities (any such person being hereinafter referred to as an “Acquiring Person”); (ii) the “Continuing Directors” (as hereinafter defined) shall cease to constitute a majority of the Company’s Board of Directors during a 12 month period; or (iii) there should occur: (A) any consolidation or merger involving the Company entitled to vote generally in and the election Company shall not be the continuing or surviving corporation or the shares of directors (the “Outstanding Company Voting Securities”)Company’s capital stock shall be converted into cash, securities or other property; provided, however, that for purposes of this subparagraph subclause (A), the following acquisitions ) shall not constitute apply to a Change merger or consolidation in Control which: i. the Company is the surviving corporation and ii. the shareholders of the Company: (1) any acquisition directly from Company immediately prior to the Company; (2) any acquisition by transaction have the Company; (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by same proportionate ownership of the Company or any capital stock of the surviving corporation controlled by immediately after the Companytransaction; or (4B) any acquisition by any corporation pursuant to a transaction which complies with clauses (1)sale, (2) and (3) of subparagraph (C) below; (B) Individuals wholease, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board 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 exchange or other actual transfer (in one transaction or threatened solicitation a series of proxies or consents by or on behalf of a Person other than the Board; (Crelated transactions) Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company Company. (d) For purposes of this Agreement, a “Business Combination”), in each case, unless, following such Business Combination, (1) all or substantially all Continuing Director” shall mean any person who is a member of the individuals and entities who were the beneficial owners, respectively, Board of Directors of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to Company, while such Business Combination beneficially own, directly or indirectly, more than fifty percent (50%) of, respectively, the then outstanding shares of common stock and the combined voting power person is a member of the then outstanding voting securities entitled to vote generally in the election Board of directorsDirectors, as the case may bewho is not an Acquiring Person, an Affiliate or Associate of the corporation resulting from an Acquiring Person or a representative of an Acquiring Person or of any such Business Combination Affiliate or Associate and who: (including, without limitation, i) was a corporation which as a result of such transaction owns the Company or all or substantially all member of the Company’s assets either directly Board of Directors on the Grant Date, or through one or more subsidiaries(ii) in substantially the same proportions as their ownership, immediately prior to such Business Combination subsequently became a member of the Outstanding Company Common Stock and Outstanding Company Voting SecuritiesBoard of Directors, as upon the case may benomination or recommendation, (2) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of with the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, twenty-five percent (25%) or more approval 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 (3) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; (D) Approval by the shareholders of the Company of a complete liquidation or dissolution of the CompanyContinuing Directors.

Change in Control of the Company. For purposes of this Agreement, a A “Change in Control of the Company” shall mean be deemed to have occurred if an event set forth in any one of the following eventsparagraphs shall have occurred: (i) any Person (other than (A) The acquisition by the Company or any individualof its subsidiaries, entity (B) a trustee or group (within the meaning of Section 13(d)(3) or 14(d)(2) other fiduciary holding securities under any employee benefit plan of the Securities Exchange Act Company or any of 1934its subsidiaries, (C) an underwriter temporarily holding securities pursuant to an offering of such securities or (D) a corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as amended their ownership of stock in the Company (the “Exchange Act”)) (a “PersonExcluded Persons”) is or becomes the Beneficial Owner, directly or indirectly, of beneficial ownership securities of the Company (within not including in the meaning of Rule 13d-3 promulgated under securities beneficially owned by such Person any securities acquired directly from the Exchange ActCompany or its Affiliates after ____________, 200_, pursuant to express authorization by the Board that refers to this exception) of twenty-five percent (25%) representing 20% or more of either (i) the then outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”), or (ii) the combined voting power of the Company’s then outstanding voting securities securities; or Return to Form 10-K (ii) the following individuals cease for any reason to constitute a majority of the number of directors of the Company entitled then serving: (A) individuals who, on __________, 200_ constituted the Board and (B) any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to vote generally in a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board or nomination for election by the Company’s shareholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors on ___________, 200_, or whose appointment, election or nomination for election was previously so approved (collectively the “Outstanding Company Voting SecuritiesContinuing Directors”); provided, however, that individuals who are appointed to the Board pursuant to or in accordance with the terms of an agreement relating to a merger, consolidation, or share exchange involving the Company (or any direct or indirect subsidiary of the Company) shall not be Continuing Directors for purposes of this subparagraph Agreement until after such individuals are first nominated for election by a vote of at least two-thirds (A)2/3) of the then Continuing Directors and are thereafter elected as directors by the shareholders of the Company at a meeting of shareholders held following consummation of such merger, consolidation, or share exchange; and, provided further, that in the following acquisitions shall not constitute event the failure of any such persons appointed to the Board to be Continuing Directors results in a Change in Control of the Company: (1) any acquisition directly from , the Company; (2) any acquisition by subsequent qualification of such persons as Continuing Directors shall not alter the Company; (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by fact that a Change in Control of the Company or any corporation controlled by the Companyoccurred; or (4) any acquisition by any corporation pursuant to a transaction which complies with clauses (1), (2) and (3) of subparagraph (C) below;or (Biii) Individuals who, as the shareholders of the date hereofCompany approve a merger, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority consolidation or share exchange of the Board; provided, however, that Company with any individual becoming a director subsequent to other corporation or approve the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote issuance of at least a majority voting securities of the directors then comprising the Incumbent Board shall be considered as though such individual were Company in connection with a member of the Incumbent Boardmerger, 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; (C) Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets share exchange of the Company (a “Business Combination”), in each case, unless, following such Business Combination, (1) all or substantially all any direct or indirect subsidiary of the individuals and entities who were Company) pursuant to applicable stock exchange requirements, other than (A) a merger, consolidation or share exchange which would result in the beneficial owners, respectively, voting securities of the Outstanding Company Common Stock and Outstanding Company Voting Securities outstanding immediately prior to such Business Combination beneficially ownmerger, consolidation or share exchange continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) at least 50% of the combined voting power of the voting securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger, consolidation or share exchange, or (B) a merger, consolidation or share exchange effected to implement a recapitalization of the Company (or similar transaction) in which no Person (other than an Excluded Person) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its Affiliates after ___________, 200_, pursuant to express authorization by the Board that refers to this exception) representing 20% or more than fifty percent (50%) of, respectively, of either the then outstanding shares of common stock and of the Company or the combined voting power of the Company’s then outstanding voting securities entitled to vote generally in securities; or (iv) the election of directors, as the case may be, shareholders of the corporation resulting from such Business Combination (including, without limitation, Company approve of a corporation which as a result plan of such transaction owns complete liquidation or dissolution of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets either directly (in one transaction or through one a series of related transactions within any period of 24 consecutive months), other than a sale or more subsidiaries) disposition by the Company of all or substantially all of the Company’s assets to an entity at least 75% of the combined voting power of the voting securities of which are owned by Persons in substantially the same proportions as their ownership, ownership of the Company immediately prior to such Business Combination sale. Notwithstanding the foregoing, no “Change in Control of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as Company” shall be deemed to have occurred if there is consummated any transaction or series of integrated transactions immediately following which the case may be, (2) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) record holders of the common stock of the Company immediately prior to such transaction or such corporation resulting from such Business Combination) beneficially ownsseries of transactions continue to own, directly or indirectly, twenty-five percent (25%) in the same proportions as their ownership in the Company, an entity that owns all or more of, respectively, the then outstanding shares of common stock substantially all of the corporation resulting from such Business Combination assets 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 (3) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; (D) Approval by the shareholders of the Company immediately following such transaction or series of a complete liquidation or dissolution of the Companytransactions.