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 a change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Act. Without limiting the inclusiveness of the definition in the preceding sentence, a Change in Control of the Company shall be deemed to have occurred if: (i) any Person (other than (i) an Affiliate of the Company, (ii) any employee benefit plan of the Company or of any Affiliate of the Company, including any Retirement Savings Plan or (iii) any Person organized, appointed or established pursuant to the terms of any such benefit plan) is or becomes the Beneficial Owner of securities of the Company representing at least 20% of the combined voting power of the Company's then outstanding securities; (ii) two or more of the members of the Board are not Continuing Directors; (iii) there shall be consummated (x) any consolidation, merger, share exchange or other business combination of the Company in which the Company is not the continuing or surviving corporation or pursuant to which shares of the Company's Common Stock would be converted into cash, securities or other property, other than a consolidation, merger, share exchange or other reorganization of the Company in which the holders of the Company's Common Stock immediately prior to the consolidation, merger, share exchange or other reorganization have the same proportionate ownership of common stock of the surviving corporation immediately after the consolidation, merger, share exchange or other reorganization, or (y) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of the Company; or (iv) the shareholders of the Company approve any plan or proposal for the 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 a change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Act. Without limiting the inclusiveness of the definition in the preceding sentence, a Change in Control of the Company shall be deemed to have occurred if: (i) any Person (other than (i) an Affiliate of the Company, (ii) any employee benefit plan of the Company Company, including the Retirement Savings Plan, or of any Affiliate subsidiary of the Company, including any Retirement Savings Plan Company or (iii) any Person organized, appointed or established pursuant to the terms of any such benefit plan) is or becomes the Beneficial Owner of securities of the Company representing at least 20% of the combined voting power of the Company's then outstanding securities; (ii) two or more of the members of the Board are not Continuing Directors; (iii) there shall be consummated (x) any consolidation, merger, share exchange consolidation or other business combination merger of the Company in which the Company is not the continuing or surviving corporation or pursuant to which shares of the Company's Common Stock would be converted into cash, securities or other property, other than a consolidation, merger, share exchange or other reorganization merger of the Company in which the holders of the Company's Common Stock immediately prior to the consolidation, merger, share exchange or other reorganization merger have the same proportionate ownership of common stock of the surviving corporation immediately after the consolidation, merger, share exchange or other reorganization, or (y) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of the Company; or (iv) the shareholders of the Company approve any plan or proposal for the 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 be deemed to occur if: (i) there shall have occurred a change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Act. Without limiting Securities Exchange Act of 1934, as amended (the inclusiveness of "Exchange Act"),as in effect on the definition in date hereof, whether or not the preceding sentenceCompany is then subject to such reporting requirement, provided, however, that there shall not be deemed to be a Change in Control of the Company if immediately prior to the occurrence of what would otherwise be a Change in Control of the Company (a) the Trustee is the other party to the transaction (a "Control of the Company Event") that would otherwise result in a Change in Control of the Company or (b) the Trustee is an 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 have occurred if: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 (b) (i1) any Person (other than (i) an Affiliate the shareholders of the Company, immediately before such Transaction own, directly or indirectly, immediately following such Transaction in excess of fifty percent (ii50%) any employee benefit plan of the Company or of any Affiliate of the Company, including any Retirement Savings Plan or (iii) any Person organized, appointed or established pursuant to the terms of any such benefit plan) is or becomes the Beneficial Owner of securities of the Company representing at least 20% of the combined voting power of the outstanding voting securities of the corporation or other entity resulting rom such Transaction (the "Surviving Corporation") in substantially the same proportion as their ownership of the voting securities of the Company immediately before such Transaction and (2) the individuals who were members of the Company's then outstanding securities; (ii) two or more Board of Trustees immediately prior to the execution of the agreement providing for such Transaction constitute at least a majority of the members of the Board are not Continuing Directors;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) there shall be consummated (x) any consolidation, merger, share exchange the Company acquires assets of another company or other business combination a subsidiary of the Company in which the Company is not the continuing mergers or surviving corporation or pursuant to which shares of the Company's Common Stock would be converted into cashconsolidates with another company (each, securities or other property, other than a consolidation, merger, share exchange or other reorganization of the Company in which the holders of the Company's Common Stock immediately prior to the consolidation, merger, share exchange or other reorganization have the same proportionate ownership of common stock of the surviving corporation immediately after the consolidation, merger, share exchange or other reorganization, or an "Other Transaction") and (y) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of the Company; or (iva) 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 Other Transaction (the "Other Surviving Corporation") in substantially the same proportion as their ownership of the voting securities of the Company approve any plan immediately before such Other Transaction or proposal for (b) the liquidation or dissolution individuals who were members of the Company's Board of Trustees immediately prior to the execution of the agreement 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 a corporation or other entity beneficially directly or indirectly owning a majority of the outstanding voting securities of the Other Surviving Corporation, provided, however, that an Other Transaction shall not be deemed to result in a Change in Control of the Company if immediately prior thereto the circumstances in (i)(a) or (i)(b) above exist.

Change in Control of the Company. For purposes of this Agreement, a "Change in Control of the Company" shall mean be deemed to occur if: (i) there shall have occurred a change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act. Without limiting "), as in effect on the inclusiveness of date hereof, whether or not the definition in the preceding sentenceCompany is then subject to such reporting requirement, provided, however, that there shall not be deemed to be a Change in Control of the Company if immediately prior to the occurrence of what would otherwise be a Change in Control of the Company (a) the Trustee is the other party to the transaction (a "Control of the Company Event") that would otherwise result in a Change in Control of the Company or (b) the Trustee is an 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 have occurred if: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 (b) (i1) any Person (other than (i) an Affiliate the shareholders of the Company, immediately before such Transaction own, directly or indirectly, immediately following such Transaction in excess of fifty percent (ii50%) any employee benefit plan of the Company or of any Affiliate of the Company, including any Retirement Savings Plan or (iii) any Person organized, appointed or established pursuant to the terms of any such benefit plan) is or becomes the Beneficial Owner of securities of the Company representing at least 20% of the combined voting power of the outstanding voting securities of the corporation or other entity resulting from such Transaction (the "Surviving Corporation") in substantially the same proportion as their ownership of the voting securities of the Company immediately before such Transaction and (2) the individuals who were members of the Company's then outstanding securities; (ii) two or more Board of Trustees immediately prior to the execution of the agreement providing for such Transaction constitute at least a majority of the members of the Board are not Continuing Directors;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) there shall be consummated (x) any consolidation, merger, share exchange the Company acquires assets of another company or other business combination a subsidiary of the Company in which the Company is not the continuing merges or surviving corporation or pursuant to which shares of the Company's Common Stock would be converted into cashconsolidates with another company (each, securities or other property, other than a consolidation, merger, share exchange or other reorganization of the Company in which the holders of the Company's Common Stock immediately prior to the consolidation, merger, share exchange or other reorganization have the same proportionate ownership of common stock of the surviving corporation immediately after the consolidation, merger, share exchange or other reorganization, or an "Other Transaction") and (y) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of the Company; or (iva) 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 Other Transaction (the "Other Surviving Corporation") in substantially the same proportion as their ownership of the voting securities of the Company approve any plan immediately before such Other Transaction or proposal for (b) the liquidation or dissolution individuals who were members of the Company's Board of Trustees immediately prior to the execution of the agreement 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 a corporation or other entity beneficially directly or indirectly owning a majority of the outstanding voting securities of the Other Surviving Corporation, provided, however, that an Other Transaction shall not be deemed to result in a Change in Control of the Company if immediately prior thereto the circumstances in (i)(a) or (i)(b) above exist.

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 shall occur if (i) any person or entity, or group of affiliated persons or entities, other than the Company" shall mean a change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under Original Shareholders and/or their respective affiliates (for this purpose, the Act. Without limiting the inclusiveness of the definition in the preceding sentence, a Change in Control of the Company Executive shall be deemed to have occurred if: (i) any Person (other than (i) be an Affiliate affiliate of the CompanyOriginal Shareholders), acquires membership interests, stock or other equity interests of the Company representing more than 50% of the voting power of all such outstanding membership interests, stock or other equity interests, (ii) the majority of the Board (or comparable governing group) consists of persons who are designees of any employee benefit 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 Original Shareholders), (iii) the Company adopts a plan of liquidation providing for the distribution of all or substantially all of its assets, or (iv) all or substantially all of the business enterprise of the Company or is disposed of any Affiliate of the Company, including any Retirement Savings Plan or (iii) any Person organized, appointed or established pursuant to the terms a sale of any such benefit plan) is assets transaction or becomes the Beneficial Owner of securities of the Company representing at least 20% of the combined voting power of the Company's then outstanding securities; (ii) two or more of the members of the Board are not Continuing Directors; (iii) there shall be consummated (x) any consolidation, a merger, share exchange consolidation or other business combination of the Company similar transaction in which the Company is not the continuing surviving entity (unless (A) no person or surviving corporation entity, or pursuant group of affiliated persons or entities, other than the Original Shareholders and/or their respective affiliates (for this purpose, the Executive shall be deemed to be an affiliate of the Original Shareholders) owns immediately after such transaction membership interests, stock or other equity interests of the entity which shares succeeds to the business of the Company as a result of such transaction 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 persons designated by such persons) who constituted a majority of the Board of the Company immediately prior to such transaction, and (C) such successor entity assumes in writing the Company's Common Stock would 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 converted effected through the conversion of the CARs into cashstock options for the purchase of such common stock, or other equity based awards of such entity having the same economic value, in the manner described in Section 4(d)(V)). For purposes of this Agreement, "affiliate" (or derivations 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 power to direct the management and policies of such person or entity, directly or indirectly, whether through the ownership of voting securities or other propertyequity interests, other than a consolidationby contract or otherwise, merger, share exchange or other reorganization of and the Company in which the holders of the Company's Common Stock immediately prior terms "controlling" and "controlled" have meanings correlative to the consolidation, merger, share exchange or other reorganization have the same proportionate ownership of common stock of the surviving corporation immediately after the consolidation, merger, share exchange or other reorganization, or (y) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of the Company; or (iv) the shareholders of the Company approve any plan or proposal for the liquidation or dissolution of the Companyforegoing.

Change in Control of the Company. For purposes of this Agreement, a "Change in Control of the Company" shall mean a change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Act. Without limiting the inclusiveness of the definition in the preceding sentence, a Change in Control of the Company shall be deemed to have occurred if: (i) any Person (other than (i) an Affiliate of the Company, (ii) any employee benefit plan of the Company or of any Affiliate subsidiary of the Company, including any Retirement Savings Plan or (iii) any Person organized, appointed or established pursuant to the terms of any such benefit plan or any trustee, administrator or fiduciary of such a plan) is or becomes the Beneficial Owner of securities of the Company representing at least 20% thirty percent (30%) of the combined voting power of the Company's ’s then outstanding securities; (ii) two one-half or more of the members of the Board of Directors of the Company are not Continuing Directors; (iii) there shall be consummated (x) any merger, consolidation, or reorganization of the Company with any other corporation as a result of which less than fifty percent (50%) of the outstanding voting securities of the surviving or resulting entity are owned by the former shareholders of the Company other than a shareholder who is an Affiliate or Associate of any party to such consolidation or merger, ; (iv) there shall be consummated any merger of the Company or share exchange or other business combination of involving the Company in which the Company is not the continuing or surviving corporation or pursuant to which shares of the Company's Common Stock would be converted into cash, securities or other property, other than a consolidation, merger, share exchange or other reorganization merger of the Company in which each of the holders of the Company's ’s Common Stock immediately prior to the consolidation, merger, share exchange or other reorganization merger have the same proportionate ownership of common stock of the surviving corporation immediately after the consolidation, merger, share exchange or other reorganization, or ; (yv) there shall be consummated any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of the Company to a Person which is not a wholly owned subsidiary of the Company; or (ivvi) the shareholders of the Company approve any plan or proposal for the 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 a change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Act. Without limiting the inclusiveness of the definition in the preceding sentence, a Change in Control of the Company ” shall be deemed to have occurred ifas of the first day that any one or more of the following conditions is satisfied, including, but not limited to, the signing of documents by all parties and approval by all regulatory agencies, if required: (i) any Person The stockholders approve a plan of complete liquidation or dissolution of the Company; or (ii) One of the following is consummated: (A) An agreement for the sale or disposition of all or substantially all of the Company’s assets (other than to an Excluded Person (ias defined below)); (B) an Affiliate of A merger, consolidation or other similar transaction involving the Company, other than (ii1) any employee benefit plan of a merger, consolidation or other similar transaction that would result in the Company or of any Affiliate of the Company, including any Retirement Savings Plan or (iii) any Person organized, appointed or established pursuant to the terms of any such benefit plan) is or becomes the Beneficial Owner of voting securities of the Company representing outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity), at least 20% fifty percent (50%) of the combined voting power of the voting securities of the Company (or such other surviving entity) outstanding immediately after such merger, consolidation or reorganization, or (2) a merger, consolidation or other similar transaction that would result in at least fifty percent (50%) of the combined voting power of the voting securities of the Company (or such other surviving entity) outstanding immediately after such merger, consolidation or other similar transaction being held by an Excluded Person; or (C) The acquisition (other than an acquisition of securities from the Company in a private placement or as contemplated by subparagraph (B) above) by any one person, entity or more than one person or entity acting as a group, other than an Excluded Person(s), of ownership of the shares of the Company that, together with the shares then held by such person or group, constitutes more than fifty percent (50%) of the combined voting power of the Company's ’s then outstanding voting securities; ; provided that if any such person or group is considered to own more than fifty percent (ii50%) two or more of the members of the Board are not Continuing Directors; (iii) there shall be consummated (x) any consolidation, merger, share exchange or other business combination of the Company in which the Company is not the continuing or surviving corporation or pursuant to which shares combined voting power of the Company's Common Stock would be converted into cash’s then outstanding voting securities, securities or other property, other than a consolidation, merger, share exchange or other reorganization then the acquisition of the Company in which the holders of the Company's Common Stock immediately prior to the consolidation, merger, share exchange or other reorganization have additional stock by the same proportionate ownership person, entity or group shall not be deemed to cause a Change of common stock of the surviving corporation immediately after the consolidation, merger, share exchange or other reorganization, or (y) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of the Company; or (iv) the shareholders of the Company approve any plan or proposal for the liquidation or dissolution of the CompanyControl.

Change in Control of the Company. For purposes of this Agreement, a "Change in Control of the Company" shall mean a change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Act. Without limiting the inclusiveness of the definition in the preceding sentence, a Change in Control of the Company shall be deemed to have occurred if: (i) any Person (other than (i) an Affiliate of the Company, (ii) any employee benefit plan of the Company or of any Affiliate subsidiary of the Company, including any Retirement Savings Plan Company or (iii) any Person organized, appointed or established pursuant to the terms of any such benefit plan) is or becomes the Beneficial Owner of securities of the Company representing at least 2030% of the combined voting power of the Company's then outstanding securitiessecurities or 30% of the Company's then outstanding Class A Common Stock; (ii) two or more of the members of the Board are not Continuing Directors; (iii) there shall be consummated (x) any consolidation, merger, share exchange consolidation or other business combination merger of the Company in which the Company is not the continuing or surviving corporation or pursuant to which shares of the Company's Common Stock capital stock would be converted into cash, securities or other property, other than a consolidation, merger, share exchange or other reorganization merger of the Company in which the holders of the Company's Common Stock capital stock immediately prior to the consolidation, merger, share exchange or other reorganization merger have the same proportionate ownership of common capital stock of the surviving corporation immediately after the consolidation, merger, share exchange or other reorganization, or (y) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of the Company; or (iv) the shareholders shareholders' of the Company approve any plan or proposal for the 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 Vesting Dates all Units will become fully-vested and nonforfeitable as of immediately before and contingent upon the occurrence of a Change in Control, conditioned on the Participant’s continuous employment with the Company through the date of the Change in Control. (b) For purposes of this Agreement, a "“Change in Control of the Company" shall mean a change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Act. Without limiting the inclusiveness of the definition in the preceding sentence, a Change in Control Control” of the Company shall be deemed to have occurred if: (i) any Person “person” (other than (ias such term is used in Sections 13(d) an Affiliate and 14(d)(2) of the CompanySecurities Exchange Act of 1934, as amended (iithe “Exchange Act”)) any employee benefit plan of shall, together with his, her or its “Affiliates” and “Associates” (as such terms are defined in Rule 12b-2 promulgated under the Company Exchange Act), become the “Beneficial Owner” (as such term is defined in Rule 13d-3 promulgated under the Exchange Act), directly or of any Affiliate of the Companyindirectly, including any Retirement Savings Plan or (iii) any Person organized, appointed or established pursuant to the terms of any such benefit plan) is or becomes the Beneficial Owner of securities of the Company representing at least 2050% or more of the combined voting power of the Company's ’s then outstanding securitiessecurities (any such person being hereinafter referred to as an “Acquiring Person”); (ii) two or more the “Continuing Directors” (as hereinafter defined) shall cease to constitute a majority of the members Company’s Board of the Board are not Continuing Directors;Directors during a 12 month period; or (iii) there shall be consummated should occur: (xA) any consolidation, merger, share exchange consolidation or other business combination of merger involving the Company in which and the Company is shall not be the continuing or surviving corporation or pursuant to which the shares of the Company's Common Stock would ’s capital stock shall be converted into cash, securities or other property; provided, other than however, that this subclause (A) shall not apply to a consolidation, merger, share exchange merger or other reorganization consolidation in which: i. the Company is the surviving corporation and ii. the shareholders of the Company in which the holders of the Company's Common Stock immediately prior to the consolidation, merger, share exchange or other reorganization transaction have the same proportionate ownership of common the capital stock of the surviving corporation immediately after the consolidation, merger, share exchange or other reorganization, transaction; or (yB) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, all or substantially all, all of the assets of the Company; or. (ivc) the shareholders For purposes of this Agreement, a “Continuing Director” shall mean any person who is a member of the Company approve any plan or proposal for the liquidation or dissolution Board of Directors of the Company, while such person is a member of the Board of Directors, who is not an Acquiring Person, an Affiliate or Associate of an Acquiring Person or a representative of an Acquiring Person or of any such Affiliate or Associate and who: (i) was a member of the Company’s Board of Directors on the Grant Date, or (ii) subsequently became a member of the Board of Directors, upon the nomination or recommendation, or with the approval of, a majority of the Continuing Directors.

Change in Control of the Company. (a) If a Change in Control (as hereinafter defined) of the Company or USRP, as applicable, occurs prior to the earlier of the date on which all of the Acquisition Shares issuable to QSV pursuant to the terms hereof have been issued or December 31, 2000, (i) if the Company or USRP is the surviving or resulting entity in any such Change in Control, then within 30 days following the consummation of such Change in Control, USRP or the Operating Partnership, as applicable, shall issue to QSV all 550,000 Contingent Shares, and (ii) if the Company or USRP, as applicable, is not the surviving or resulting entity in Change in Control, then within five business days following the announcement of any such Change in Control, but in no event later than the business day immediately prior to the consummation of the Change in Control, USRP or the Operating Partnership, as applicable, shall issue to QSV all 550,000 Contingent Shares. - 7 - (b) For purposes of this Agreement, a "Change in Control Control" shall have occurred if any of the Company" shall mean a change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Act. Without limiting the inclusiveness of the definition in the preceding sentence, a Change in Control of the Company shall be deemed to have occurred iffollowing events occurs: (i) any Person (other than (i) the Company or USRP, as applicable, is merged, consolidated or reorganized into or with another entity that is not an Affiliate of the Company, (ii) any employee benefit plan affiliate of the Company or USRP and as a result of any Affiliate of the Companysuch merger, including any Retirement Savings Plan consolidation or (iii) any Person organized, appointed or established pursuant to the terms of any such benefit plan) is or becomes the Beneficial Owner of securities of the Company representing at least 20% reorganization less than a majority of the combined voting power of the Company's then then-outstanding securities;securities of such entity immediately after such transaction are held in the aggregate by the holders of shares of Common Stock or Units, as applicable, immediately prior to such transaction; or (ii) two the Company or more USRP, as applicable, sells all or substantially all of the members of the Board are its assets to another entity that is not Continuing Directors; (iii) there shall be consummated (x) any consolidation, merger, share exchange or other business combination an affiliate of the Company in which the Company is not the continuing or surviving corporation or pursuant to which shares USRP, less than a majority of the Company's Common Stock would be converted into cashcombined voting power of then-outstanding voting securities of which are held, securities directly or other propertyindirectly, other than a consolidation, merger, share exchange or other reorganization of in the Company in which aggregate by the holders of the Company's Common Stock or Units, as applicable, immediately prior to the consolidation, merger, share exchange or other reorganization have the same proportionate ownership of common stock of the surviving corporation immediately after the consolidation, merger, share exchange or other reorganization, or (y) any such sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of the Company; or (iv) the shareholders of the Company approve any plan or proposal for the liquidation or dissolution of the Company.

Change in Control of the Company. For purposes of this Agreement, a A "Change change in Control control of the Company" shall mean a mean: (i) A change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under as in effect on the Act. Without limiting date hereof pursuant to the inclusiveness Securities Exchange Act of the definition 0000 (xxx "Xxxxxxxx Xxx"); provided that, without limitation, such a change in the preceding sentence, a Change in Control of the Company control shall be deemed to have occurred if: (i) at such time as any Person (other than (i) an Affiliate of the Company, (ii) any employee benefit plan of the Company or of any Affiliate of the Company, including any Retirement Savings Plan or (iii) any Person organized, appointed or established pursuant to the terms of any such benefit plan) is or hereafter becomes the "Beneficial Owner Owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing at least 20% 30 percent or more of the combined voting power of the Company's then outstanding securities;Voting Securities; or (ii) During any period of two consecutive years, individuals who at the beginning of such period constitute the Board cease for any reason to con-stitute at least a majority thereof unless the election, or more the nomination for election by the Company's shareholders, of each new director was approved by a vote of at least two-thirds of the members directors then still in office who were directors at the beginning of the Board are not Continuing Directors;period; or (iii) there There shall be consummated (x) any consolidation, merger, share exchange consolidation or other business combination merger of the Company in which the Company is not the continuing or surviving corporation or pursuant to which shares of the Company's Common Stock Voting Securities would be converted into cash, securities securities, or other property, other than a consolidation, merger, share exchange or other reorganization merger of the Company in which the holders of the Company's Common Stock Voting Securities immediately prior to the consolidation, merger, share exchange or other reorganization merger have the same proportionate ownership of common stock of the surviving corporation immediately after the consolidation, merger, share exchange or other reorganization, or (y) any sale, lease, exchange exchange, or other transfer (in one transaction or a series of related transactionstransac-tions) of all, or substantially all, all of the assets of the 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 change in control of the Company; or (iv) Approval by the shareholders of the Company approve of any plan or proposal for the 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 Vesting Date all Units will become fully-vested and nonforfeitable as of immediately before and contingent upon the occurrence of a Change in Control, conditioned on the Participant’s continuous employment with the Company through the date of the Change in Control. (b) For purposes of this Agreement, a "“Change in Control of the Company" shall mean a change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Act. Without limiting the inclusiveness of the definition in the preceding sentence, a Change in Control Control” of the Company shall be deemed to have occurred if: (i) any Person “person” (other than (ias such term is used in Sections 13(d) an Affiliate and 14(d)(2) of the CompanySecurities Exchange Act of 1934, as amended (iithe “Exchange Act”)) any employee benefit plan of shall, together with his, her or its “Affiliates” and “Associates” (as such terms are defined in Rule 12b-2 promulgated under the Company Exchange Act), become the “Beneficial Owner” (as such term is defined in Rule 13d-3 promulgated under the Exchange Act), directly or of any Affiliate of the Companyindirectly, including any Retirement Savings Plan or (iii) any Person organized, appointed or established pursuant to the terms of any such benefit plan) is or becomes the Beneficial Owner of securities of the Company representing at least 2050% or more of the combined voting power of the Company's ’s then outstanding securitiessecurities (any such person being hereinafter referred to as an “Acquiring Person”); (ii) two or more the “Continuing Directors” (as hereinafter defined) shall cease to constitute a majority of the members Company’s Board of the Board are not Continuing Directors;Directors during a 12 month period; or (iii) there shall be consummated should occur: (xA) any consolidation, merger, share exchange consolidation or other business combination of merger involving the Company in which and the Company is shall not be the continuing or surviving corporation or pursuant to which the shares of the Company's Common Stock would ’s capital stock shall be converted into cash, securities or other property; provided, other than however, that this subclause (A) shall not apply to a consolidation, merger, share exchange merger or other reorganization consolidation in which: i. the Company is the surviving corporation and ii. the shareholders of the Company in which the holders of the Company's Common Stock immediately prior to the consolidation, merger, share exchange or other reorganization transaction have the same proportionate ownership of common the capital stock of the surviving corporation immediately after the consolidation, merger, share exchange or other reorganization, transaction; or (yB) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, all or substantially all, all of the assets of the Company; or. (ivc) the shareholders For purposes of this Agreement, a “Continuing Director” shall mean any person who is a member of the Company approve any plan or proposal for the liquidation or dissolution Board of Directors of the Company, while such person is a member of the Board of Directors, who is not an Acquiring Person, an Affiliate or Associate of an Acquiring Person or a representative of an Acquiring Person or of any such Affiliate or Associate and who: (i) was a member of the Company’s Board of Directors on the Grant Date, or (ii) subsequently became a member of the Board of Directors, upon the nomination or recommendation, or with the approval of, a majority of the Continuing Directors.