Common use of CHANGE IN CONTROL OF THE CORPORATION Clause in Contracts

CHANGE IN CONTROL OF THE CORPORATION. Change in Control of the Corporation" shall mean the occurrence of any of the following events subsequent to the initial public offering of common stock of the Corporation: (i) the acquisition of control of the Corporation as defined in 12 C.F.R. Section 574.4, unless a presumption of control is successfully rebutted or unless the transaction is exempted by 12 C.F.R. Section 574.3(c)(vii), or any successor to such sections; (ii) an event that would be required to be reported in response to Item 1(a) of Form 8-K or Item 6(e) of Schedule 14A of Regulation 14A pursuant to the Securities Exchange Act of 1934, as amended ("Exchange Act"), or any successor thereto, whether or not any class of securities of the Corporation is registered under the Exchange Act; (iii) any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Corporation, is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Corporation representing 25% or more of the combined voting power of the Corporation's then outstanding securities; or (iv) during any period of three consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Corporation cease for any reason to constitute at least a majority thereof unless the election, or the nomination for election by stockholders, of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period. For purposes of this Agreement, no "Change in Control of the Corporation" shall be deemed to occur with respect to purchases of additional shares of the Corporation's Common Stock by the Trustees of the Estate of Xxxxxxx Xxxxxx Xxxxxx or by BIL Securities (Offshore) Limited.

CHANGE IN CONTROL OF THE CORPORATION. (a) No benefits shall be payable hereunder unless there shall have been a Change in Control of the Corporation, as set forth below. For purposes of this Agreement, a "Change in Control of the Corporation" shall mean the occurrence of any of the following events subsequent to the initial public offering of common stock of the Corporation: (i) the acquisition of a change in control of the Corporation as defined in 12 C.F.R. Section 574.4, unless a presumption of control is successfully rebutted or unless the transaction is exempted by 12 C.F.R. Section 574.3(c)(vii), or any successor to such sections; (ii) an event nature that would be required to be reported in response to Item 1(a) of Form 8-K or Item 6(e) of Schedule 14A of Regulation 14A pursuant to promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or any successor thereto, ) whether or not any class of securities of the Corporation is registered under the Exchange Actthen subject to such reporting requirement; provided that without limitation, such a change in control shall be deemed to have occurred if: (iiii) any "person" (as such term is used defined in Sections 13(d) and 14(d) of the Exchange Act), ) other than a trustee Mxxxxxx Xxxxxx or other fiduciary holding securities under an employee benefit plan any member of his family (the Corporation"Bxxxxx Family"), is or becomes the "beneficial owner" ' (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Corporation representing 25thirty percent (30%) or more of the combined voting power of the Corporation's then outstanding securities; (ii) during any period of two (2) consecutive years (not including any period prior to the execution of this Agreement) there shall cease to be a majority of the Board comprised as follows: individuals who at the beginning of such period constitute the Board and any new director(s) whose election by the Board or nomination for election by the Corporation'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 at the beginning of the period or whose election or nomination for election was previously so approved; or (iii) the shareholders of the Corporation approve a merger or consolidation of the Corporation with any other corporation, other than a merger or consolidation which would result in the voting securities of the Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least 80% of the combined voting power of the voting securities of the Corporation or such surviving entity outstanding immediately after such merger or consolidation, or the shareholders of the Corporation approve a plan of complete liquidation of the Corporation or an agreement for the sale or disposition by the Corporation of all or substantially all the Corporation's assets. (b) For purposes of this Agreement a "Potential Change in Control of the Corporation" shall be deemed to have occurred if (i) the Corporation enters into an agreement, the consummation of which would result in the occurrence of a Change in Control of the Corporation, (ii) any person (including the Corporation) publicly announces an intention to take or to consider taking actions which if consummated would constitute a Change in Control of the Corporation, (iii) any person, other than a member of the Bxxxxx Family or a trustee or other fiduciary holding securities under an employee benefit plan of the Corporation or a corporation owned, directly or indirectly, by the shareholders of the Corporation in substantially the same proportions as their ownership of stock of the Corporation, who is or becomes the beneficial owner, directly or indirectly, of securities of the Corporation representing 9.5% or more of the combined voting power of the Corporation's then outstanding securities, increases his beneficial ownership of such securities by 5% or more over the percentage so owned by such person on the date hereof; or (iv) during any period of three consecutive years, individuals who at the beginning of such period constitute the Board of Directors of adopts a resolution to the Corporation cease effect that, for any reason to constitute at least a majority thereof unless the election, or the nomination for election by stockholders, of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period. For purposes of this Agreement, no "a Potential Change in Control of the Corporation has occurred. Employee agrees that, subject to the terms and conditions of this Agreement, in the event of a Potential Change in Control of the Corporation" , Employee shall be deemed to occur not terminate his employment with respect to purchases the Corporation until the earliest of additional shares (i) a date which is six (6) months from the occurrence of such Potential Change in Control of the Corporation, (ii) the termination by Employee of his employment by reason of Disability or Retirement (at Employee's Common Stock by normal retirement age), as defined in Subsection 3(a) hereof, or (iii) the Trustees occurrence of a Change in Control of the Estate of Xxxxxxx Xxxxxx Xxxxxx or by BIL Securities (Offshore) LimitedCorporation.

CHANGE IN CONTROL OF THE CORPORATION. No benefits shall be payable hereunder unless there shall have been a Change in Control of the Corporation, as set forth below. For purposes of this Agreement, a "Change in Control of the Corporation" shall mean the occurrence of any of the following events subsequent to the initial public offering of common stock of the Corporation: (i) the acquisition of a change in control of the Corporation as defined in 12 C.F.R. Section 574.4, unless a presumption of control is successfully rebutted or unless the transaction is exempted by 12 C.F.R. Section 574.3(c)(vii), or any successor to such sections; (ii) an event nature that would be required to be reported in response to Item 1(a) of Form 8-K or Item 6(e) of Schedule 14A of Regulation 14A pursuant to promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or any successor thereto, ) whether or not any class of securities of the Corporation is registered under then subject to such reporting requirement; provided that without limitation, such a change in control shall be deemed to have occurred in any of the Exchange Act; following circumstances: (iiia) if any "person" (as such term is used defined in Sections 13(d) and 14(d) of the Exchange Act), ) other than a trustee Xxxx X. Xxxxxx or other fiduciary holding securities under an employee benefit plan any member of his family (the Corporation"Xxxxxx Family"), is or becomes the "beneficial owner" ' (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Corporation representing 25% thirty percent (30%) or more of the combined voting power of the Corporation's then outstanding securities; or ; (ivb) if during any period of three two (2) consecutive years, years (not including any period prior to the execution of this Agreement) there shall cease to be a majority of the Board comprised as follows: individuals who at the beginning of such period constitute the Board of Directors of and any new director(s) whose election by the Corporation cease for any reason to constitute at least a majority thereof unless the election, Board or the nomination for election by stockholders, of each new director the Corporation'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 at the beginning of the period. For purposes period or whose election or nomination for election was previously so approved; or (c) upon the consummation of this Agreement, no "Change in Control a merger or consolidation of the Corporation" shall be deemed Corporation with any other corporation, other than a merger or consolidation that results in the voting securities of the Corporation outstanding immediately prior thereto continuing to occur with respect to purchases represent (either by remaining outstanding or by being converted into voting securities of additional shares the surviving entity) at least 80% of the combined voting power of the voting securities of the Corporation or such surviving entity outstanding immediately after such merger or consolidation, or the consummation of complete liquidation of the Corporation or the sale or disposition by the Corporation of all or substantially all the Corporation's Common Stock by the Trustees of the Estate of Xxxxxxx Xxxxxx Xxxxxx or by BIL Securities (Offshore) Limitedassets.

CHANGE IN CONTROL OF THE CORPORATION. No benefits shall be payable hereunder unless there shall have been a Change in Control of the Corporation, as set forth below. For purposes of this Agreement, a "Change in Control of the Corporation" shall mean the occurrence of any of the following events subsequent and deemed to the initial public offering of common stock of the Corporation: have occurred if: (i) the acquisition of control of the Corporation any person, as defined in 12 C.F.R. Section 574.4, unless a presumption of control is successfully rebutted or unless the transaction is exempted by 12 C.F.R. Section 574.3(c)(vii), or any successor to such sections; (iiSections 3(a)(9) an event that would be required to be reported in response to Item 1(aand 13(d) of Form 8-K or Item 6(e) of Schedule 14A of Regulation 14A pursuant to the Securities Exchange Act of 1934, as amended 1934 (the "Exchange Act"), or any successor thereto, whether or not any class of securities of the Corporation is registered under the Exchange Act; (iii) any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Corporation, is or becomes the "beneficial owner" (as defined in Rule 13d-3 under promulgated pursuant to the Exchange Act), directly or indirectly, of securities of the Corporation representing having 25% or more of the combined voting power in the election of directors of the Corporation, excluding, however, any person or an "affiliate" (as defined in the Exchange Act) of such person who is the beneficial owner of any shares of any class (preferred or common) of the Corporation's then outstanding securitiescapital stock on the date hereof; or or (ivii) during the occurrence within any twelve-month period while this Agreement is in effect of three consecutive years, individuals who at the beginning of such period constitute a change in the Board of Directors of the Corporation cease for any reason to with the result that the Incumbent Members (as defined below) do not constitute at least a majority thereof unless of the electionCorporation's Board of Directors. The term "Incumbent Members" shall mean the members of the Board on the date immediately preceding the commencement of such twelve-month period, provided that any person becoming a director during such twelve-month period whose election or the nomination for election by stockholders, of each new director was approved by a vote of at least two-thirds majority of the directors then still in office who were directors at who, on the beginning date of such election or nomination for election, comprised the Incumbent Members shall be considered one of the Incumbent Members in respect of such twelve-month period. For purposes of this Agreement, no "Change in Control of the Corporation" shall be deemed to occur with respect to purchases of additional shares of the Corporation's Common Stock by the Trustees of the Estate of Xxxxxxx Xxxxxx Xxxxxx or by BIL Securities (Offshore) Limited.

CHANGE IN CONTROL OF THE CORPORATION. (a) No benefits shall be payable hereunder unless there shall have been a Change in Control of the Corporation, as set forth below. For purposes of this Agreement, a "Change in Control of the Corporation" shall mean the occurrence of any of the following events subsequent to the initial public offering of common stock of the Corporation: (i) the acquisition of a change in control of the Corporation as defined in 12 C.F.R. Section 574.4, unless a presumption of control is successfully rebutted or unless the transaction is exempted by 12 C.F.R. Section 574.3(c)(vii), or any successor to such sections; (ii) an event nature that would be required to be reported in response to Item 1(a) of Form 8-K or Item 6(e) of Schedule 14A of Regulation 14A pursuant to promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or any successor thereto, ) whether or not any class of securities of the Corporation is registered under the Exchange Actthen subject to such reporting requirement; provided that without limitation, such a change in control shall be deemed to have occurred if: (iiii) any "person" (as such term is used defined in Sections 13(d) and 14(d) of the Exchange Act), ) other than a trustee Xxxxxxx Xxxxxx or other fiduciary holding securities under an employee benefit plan any member of his family (the Corporation"Xxxxxx Family"), is or becomes the "beneficial owner" ' (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Corporation representing 25thirty percent (30%) or more of the combined voting power of the Corporation's then outstanding securities; (ii) during any period of two (2) consecutive years (not including any period prior to the execution of this Agreement) there shall cease to be a majority of the Board comprised as follows: individuals who at the beginning of such period constitute the Board and any new director(s) whose election by the Board or nomination for election by the Corporation'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 at the beginning of the period or whose election or nomination for election was previously so approved; or (iii) the shareholders of the Corporation approve a merger or consolidation of the Corporation with any other corporation, other than a merger or consolidation which would result in the voting securities of the Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least 80% of the combined voting power of the voting securities of the Corporation or such surviving entity outstanding immediately after such merger or consolidation, or the shareholders of the Corporation approve a plan of complete liquidation of the Corporation or an agreement for the sale or disposition by the Corporation of all or substantially all the Corporation's assets. (b) For purposes of this Agreement a "Potential Change in Control of the Corporation" shall be deemed to have occurred if (i) the Corporation enters into an agreement, the consummation of which would result in the occurrence of a Change in Control of the Corporation, (ii) any person (including the Corporation) publicly announces an intention to take or to consider taking actions which if consummated would constitute a Change in Control of the Corporation, (iii) any person, other than a member of the Xxxxxx Family or a trustee or other fiduciary holding securities under an employee benefit plan of the Corporation or a corporation owned, directly or indirectly, by the shareholders of the Corporation in substantially the same proportions as their ownership of stock of the Corporation, who is or becomes the beneficial owner, directly or indirectly, of securities of the Corporation representing 9.5% or more of the combined voting power of the Corporation's then outstanding securities, increases his beneficial ownership of such securities by 5% or more over the percentage so owned by such person on the date hereof; or (iv) during any period of three consecutive years, individuals who at the beginning of such period constitute the Board of Directors of adopts a resolution to the Corporation cease effect that, for any reason to constitute at least a majority thereof unless the election, or the nomination for election by stockholders, of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period. For purposes of this Agreement, no "a Potential Change in Control of the Corporation has occurred. Employee agrees that, subject to the terms and conditions of this Agreement, in the event of a Potential Change in Control of the Corporation" , Employee shall be deemed to occur not terminate his employment with respect to purchases the Corporation until the earliest of additional shares (i) a date which is six (6) months from the occurrence of such Potential Change in Control of the Corporation, (ii) the termination by Employee of his employment by reason of Disability or Retirement (at Employee's Common Stock by normal retirement age), as defined in Subsection 3(a) hereof, or (iii) the Trustees occurrence of a Change in Control of the Estate of Xxxxxxx Xxxxxx Xxxxxx or by BIL Securities (Offshore) LimitedCorporation.

CHANGE IN CONTROL OF THE CORPORATION. Change in Control of the Corporation" shall mean the occurrence of any of the following events subsequent to the initial public offering of common stock of the Corporationfollowing: (i) the acquisition of control of the Corporation as defined in 12 C.F.R. Section 574.4, unless a presumption of control is successfully rebutted or unless the transaction is exempted by 12 C.F.R. Section 574.3(c)(vii), or any successor to such sections; (ii) an event that would be required to be reported in response to Item 1(aI (a) of Form 8-K or Item 6(e) of Schedule 14A of Regulation 14A pursuant to the Securities Exchange Act of 1934, as amended ("Exchange Act"), or any successor thereto, whether or not any class of securities of the Corporation is registered under the Exchange Act; (iii) any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), other than but excluding any person who on the date hereof is a trustee director or other fiduciary holding securities under an employee benefit plan officer of the Corporation, ) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Corporation representing 2520% or more of the combined voting power of the Corporation's then outstanding securities; (iv) the stockholders of the Corporation approve (or, in the event no approval of the Corporation's stockholders is required, the Corporation consummates) a merger, consolidation, share exchange, division or other reorganization or transaction involving the Corporation (a "Fundamental Transaction") with any other corporation or entity, other than a Fundamental Transaction which results in both (a) the voting securities of the Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least 60% of the combined voting power of the surviving entity immediately after such Fundamental Transaction, and (b) the members of the Board of Directors of the Corporation immediately prior thereto continuing to represent at least 60% of the members of the Board of Directors of the surviving entity; or (ivv) during any period of three consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Corporation cease for any reason to constitute at least a majority thereof unless the election, or the nomination for election by stockholders, of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period. For purposes of this Agreement, no "Change in Control of the Corporation" shall be deemed to occur with respect to purchases of additional shares of the Corporation's Common Stock by the Trustees of the Estate of Xxxxxxx Xxxxxx Xxxxxx or by BIL Securities (Offshore) Limited.a

CHANGE IN CONTROL OF THE CORPORATION. (a) No benefits shall be payable hereunder unless there shall have been a Change in Control of the Corporation, as set forth below. For purposes of this Agreement, a "Change in Control of the Corporation" shall mean the occurrence of any of the following events subsequent to the initial public offering of common stock of the Corporation: (i) the acquisition of a change in control of the Corporation as defined in 12 C.F.R. Section 574.4, unless a presumption of control is successfully rebutted or unless the transaction is exempted by 12 C.F.R. Section 574.3(c)(vii), or any successor to such sections; (ii) an event nature that would be required to be reported in response to Item 1(a) of Form 8-K or Item 6(e) of Schedule 14A of Regulation 14A pursuant to promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or any successor thereto, ) whether or not any class of securities of the Corporation is registered under the Exchange Actthen subject to such reporting requirement; provided that without limitation, such a change in control shall be deemed to have occurred if: (iiii) any "person" (as such term is used defined in Sections 13(d) and 14(d) of the Exchange Act), ) other than a trustee Mxxxxxx Xxxxxx or other fiduciary holding securities under an employee benefit plan any member of his family (the Corporation"Bxxxxx Family"), is or becomes the "beneficial owner" ' (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, 2 of securities of the Corporation representing 25thirty percent (30%) or more of the combined voting power of the Corporation's then outstanding securities; (ii) during any period of two (2) consecutive years (not including any period prior to the execution of this Agreement) there shall cease to be a majority of the Board comprised as follows: individuals who at the beginning of such period constitute the Board and any new director(s) whose election by the Board or nomination for election by the Corporation'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 at the beginning of the period or whose election or nomination for election was previously so approved; or (iii) the shareholders of the Corporation approve a merger or consolidation of the Corporation with any other corporation, other than a merger or consolidation which would result in the voting securities of the Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least 80% of the combined voting power of the voting securities of the Corporation or such surviving entity outstanding immediately after such merger or consolidation, or the shareholders of the Corporation approve a plan of complete liquidation of the Corporation or an agreement for the sale or disposition by the Corporation of all or substantially all the Corporation's assets. (b) For purposes of this Agreement a "Potential Change in Control of the Corporation" shall be deemed to have occurred if (i) the Corporation enters into an agreement, the consummation of which would result in the occurrence of a Change in Control of the Corporation, (ii) any person (including the Corporation) publicly announces an intention to take or to consider taking actions which if consummated would constitute a Change in Control of the Corporation, (iii) any person, other than a member of the Bxxxxx Family or a trustee or other fiduciary holding securities under an employee benefit plan of the Corporation or a corporation owned, directly or indirectly, by the shareholders of the Corporation in substantially the same proportions as their ownership of stock of the Corporation, who is or becomes the beneficial owner, directly or indirectly, of securities of the Corporation representing 9.5% or more of the combined voting power of the Corporation's then outstanding securities, increases his beneficial ownership of such securities by 5% or more over the percentage so owned by such person on the date hereof; or (iv) during any period of three consecutive years, individuals who at the beginning of such period constitute the Board of Directors of adopts a resolution to the Corporation cease effect that, for any reason to constitute at least a majority thereof unless the election, or the nomination for election by stockholders, of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period. For purposes of this Agreement, no "a Potential Change in Control of the Corporation has occurred. Employee agrees that, subject to the terms and conditions of this Agreement, in the event of a Potential Change in Control of the Corporation" , Employee shall be deemed to occur not terminate his employment with respect to purchases the Corporation until the earliest of additional shares (i) a date which is six (6) months from the occurrence of such Potential Change in Control of the Corporation, (ii) the termination by Employee of his employment by reason of Disability or Retirement (at Employee's Common Stock by normal retirement age), as defined in Subsection 3(a) hereof, or (iii) the Trustees occurrence of a Change in Control of the Estate of Xxxxxxx Xxxxxx Xxxxxx or by BIL Securities (Offshore) LimitedCorporation.

CHANGE IN CONTROL OF THE CORPORATION. (a) No benefits shall be payable hereunder unless there shall have been a Change in Control of the Corporation, as set forth below. For purposes of this Agreement, a "Change in Control of the Corporation" shall mean the occurrence of any of the following events subsequent to the initial public offering of common stock of the Corporation: (i) the acquisition of a change in control of the Corporation as defined in 12 C.F.R. Section 574.4, unless a presumption of control is successfully rebutted or unless the transaction is exempted by 12 C.F.R. Section 574.3(c)(vii), or any successor to such sections; (ii) an event nature that would be required to be reported in response to Item 1(a) of Form 8-K or Item 6(e) of Schedule 14A of Regulation 14A pursuant to promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or any successor thereto, ) whether or not any class of securities of the Corporation is registered under the Exchange Actthen subject to such reporting requirement; provided that without limitation, such a change in control shall be deemed to have occurred if: (iiii) any "person" (as such term is used defined in Sections 13(d) and 14(d) of the Exchange Act), ) other than a trustee Mxxxxxx Xxxxxx or other fiduciary holding securities under an employee benefit plan any member of his family (the Corporation"Bxxxxx Family"), is or becomes the "beneficial owner" ' (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Corporation representing 25% thirty percent (30%) or more of the combined voting power of the Corporation's then outstanding securities; or ; (ivii) during any period of three two (2) consecutive years, years (not including any period prior to the execution of this Agreement) there shall cease to be a majority of the Board comprised as follows: individuals who at the beginning of such period constitute the Board of Directors of and any new director(s) whose election by the Corporation cease for any reason to constitute at least a majority thereof unless the election, Board or the nomination for election by stockholders, of each new director the Corporation'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 at the beginning of the period. For purposes of this Agreement, no "Change in Control of the Corporation" shall be deemed to occur with respect to purchases of additional shares of the Corporation's Common Stock by the Trustees of the Estate of Xxxxxxx Xxxxxx Xxxxxx period or by BIL Securities (Offshore) Limited.whose election or nomination for election was previously so approved; or

CHANGE IN CONTROL OF THE CORPORATION. No benefits are payable hereunder ------------------------------------ unless a Change in Control of the Corporation, as set forth below, occurs. For purposes of this Agreement, a "Change in Control of the Corporation" shall mean the occurrence of any of the following events subsequent will be deemed to the initial public offering of common stock of the Corporation: have occurred if: (i) the acquisition of control of the Corporation any "person" (as defined in 12 C.F.R. Section 574.4, unless a presumption of control is successfully rebutted or unless the transaction is exempted by 12 C.F.R. Section 574.3(c)(vii), or any successor to such sections; (iiSections 13(d) an event that would be required to be reported in response to Item 1(aand 14(d) of Form 8-K or Item 6(e) of Schedule 14A of Regulation 14A pursuant to the Securities Exchange Act of 1934, as amended ("Exchange Act"), or any successor thereto, whether or not any class of securities of the Corporation is registered under the Exchange Act; (iii) any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Corporation, ) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Corporation representing 25% thirty percent (30%) or more of the combined voting power of the Corporation's then outstanding securities; (ii) the shareholders of the Corporation approve a merger or consolidation of the Corporation with any other corporation, other than a merger or consolidation which results in the voting securities of the Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least seventy percent (70%) of the combined voting power of the voting securities of the Corporation or such surviving entity outstanding immediately after such merger or consolidation, or the shareholders of the Corporation approve a plan of complete liquidation of the Corporation or an agreement for the sale or disposition by the Corporation of all or substantially all the Corporation's assets; or or (iviii) during any period of three two (2) consecutive years, years (not including any period prior to the execution of this Agreement) there ceases to be a majority of the Board comprised as follows: individuals who at the beginning of such period constitute the Board of Directors of and any new director(s) whose election by the Corporation cease for any reason to constitute at least a majority thereof unless the election, Board or the nomination for election by stockholders, of each new director the Corporation's stockholders was approved by a vote of at least two-two- thirds (2/3) of the directors then still in office who either were directors at the beginning of the period. For purposes of this Agreement, no "Change in Control of the Corporation" shall be deemed to occur with respect to purchases of additional shares of the Corporation's Common Stock by the Trustees of the Estate of Xxxxxxx Xxxxxx Xxxxxx period or by BIL Securities (Offshore) Limitedwhose election or nomination for election was previously so approved.

CHANGE IN CONTROL OF THE CORPORATION. (a) No benefits shall be payable hereunder unless there shall have been a Change in Control of the Corporation, as set forth below. For purposes of this Agreement, a "Change in Control of the Corporation" shall mean the occurrence of any of the following events subsequent to the initial public offering of common stock of the Corporation: (i) the acquisition of a change in control of the Corporation as defined in 12 C.F.R. Section 574.4, unless a presumption of control is successfully rebutted or unless the transaction is exempted by 12 C.F.R. Section 574.3(c)(vii), or any successor to such sections; (ii) an event nature that would be required to be reported in response to Item 1(a) of Form 8-K or Item 6(e) of Schedule 14A of Regulation 14A pursuant to promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or any successor thereto, ) whether or not any class of securities of the Corporation is registered under the Exchange Actthen subject to such reporting requirement; provided that without limitation, such a change in control shall be deemed to have occurred if: (iiii) any "person" (as such term is used defined in Sections 13(d) and 14(d) of the Exchange Act), ) other than a trustee Mxxxxxx Xxxxxx or other fiduciary holding securities under an employee benefit plan any member of his family (the Corporation"Bxxxxx Family"), is or becomes the "beneficial owner" ' (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Corporation representing 25thirty percent (30%) or more 2 of the combined voting power of the Corporation's then outstanding securities; (ii) during any period of two (2) consecutive years (not including any period prior to the execution of this Agreement) there shall cease to be a majority of the Board comprised as follows: individuals who at the beginning of such period constitute the Board and any new director(s) whose election by the Board or nomination for election by the Corporation'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 at the beginning of the period or whose election or nomination for election was previously so approved; or (iii) the shareholders of the Corporation approve a merger or consolidation of the Corporation with any other corporation, other than a merger or consolidation which would result in the voting securities of the Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least 80% of the combined voting power of the voting securities of the Corporation or such surviving entity outstanding immediately after such merger or consolidation, or the shareholders of the Corporation approve a plan of complete liquidation of the Corporation or an agreement for the sale or disposition by the Corporation of all or substantially all the Corporation's assets. (b) For purposes of this Agreement a "Potential Change in Control of the Corporation" shall be deemed to have occurred if (i) the Corporation enters into an agreement, the consummation of which would result in the occurrence of a Change in Control of the Corporation, (ii) any person (including the Corporation) publicly announces an intention to take or to consider taking actions which if consummated would constitute a Change in Control of the Corporation, (iii) any person, other than a member of the Bxxxxx Family or a trustee or other fiduciary holding securities under an employee benefit plan of the Corporation or a corporation owned, directly or indirectly, by the shareholders of the Corporation in substantially the same proportions as their ownership of stock of the Corporation, who is or becomes the beneficial owner, directly or indirectly, of securities of the Corporation representing 9.5% or more of the combined voting power of the Corporation's then outstanding securities, increases his beneficial ownership of such securities by 5% or more over the percentage so owned by such person on the date hereof; or (iv) during any period of three consecutive years, individuals who at the beginning of such period constitute the Board of Directors of adopts a resolution to the Corporation cease effect that, for any reason to constitute at least a majority thereof unless the election, or the nomination for election by stockholders, of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period. For purposes of this Agreement, no "a Potential Change in Control of the Corporation has occurred. Employee agrees that, subject to the terms and conditions of this Agreement, in the event of a Potential Change in Control of the Corporation" , Employee shall be deemed to occur not terminate his employment with respect to purchases the Corporation until the earliest of additional shares (i) a date which is six (6) months from the occurrence of such Potential Change in Control of the Corporation, (ii) the termination by Employee of his employment by reason of Disability or Retirement (at Employee's Common Stock by normal retirement age), as defined in Subsection 3(a) hereof, or (iii) the Trustees occurrence of a Change in Control of the Estate of Xxxxxxx Xxxxxx Xxxxxx or by BIL Securities (Offshore) LimitedCorporation.

CHANGE IN CONTROL OF THE CORPORATION. Change in Control of the Corporation" shall mean the occurrence of any of the following events subsequent to the initial public offering of common stock of the Corporation: (i) the acquisition of a change in control of the Corporation as defined in 12 C.F.R. Section 574.4, unless a presumption of control is successfully rebutted or unless the transaction is exempted by 12 C.F.R. Section 574.3(c)(vii), or any successor to such sections; (ii) an event nature that would be required to be reported in response to Item 1(a) of Form 8-K or Item 6(e) of Schedule 14A of Regulation 14A pursuant to promulgated under the Securities Exchange Act of 1934, as amended ("Exchange Act"), or any successor thereto, whether or not any class of securities of the Corporation is registered under the Exchange Act; provided that, without limitation, such a change in control shall be deemed to have occurred if (iiii) any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), ) other than a trustee Perfumania, Inc., the Executive or other fiduciary holding securities under an employee benefit plan of the Corporation, is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Corporation representing 25% or more of the combined voting power of the Corporation's then outstanding securities; or (ivii) during any period of three twenty-four consecutive yearsmonths, individuals who who, at the beginning of such period constitute the Corporation's Board of Directors of the Corporation Directors, cease for any reason to constitute at least a majority thereof unless the election, or the nomination for election by stockholders, of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period. For purposes of this Agreement, no "To the extent that Employer undergoes a Change in Control of the Corporation" , all items under Section 5 (including salary, stock plan, insurance coverage, automobile allowance, and any other unexercised options), shall be deemed to occur with respect to purchases of additional shares doubled for the greater of the Corporationduration of this Agreement or 24 months. All unvested stock options granted to Executive shall immediately vest upon termination of Executive's Common Stock by the Trustees employment under Section 6 (a) or Section 6 (b) of the Estate of Xxxxxxx Xxxxxx Xxxxxx or by BIL Securities (Offshore) LimitedAgreement.

CHANGE IN CONTROL OF THE CORPORATION. Change in Control of the Corporation" shall mean the occurrence of any of the following events subsequent to the initial public offering of common stock of the Corporationfollowing: (i) the acquisition of control of the Corporation as defined in 12 C.F.R. Section 574.4, unless a presumption of control is successfully rebutted or unless the transaction is exempted by 12 C.F.R. Section 574.3(c)(vii), or any successor to such sections; (ii) an event that would be required to be reported in response to Item 1(a) 5.01 of Form 8-K or Item 6(e) of Schedule 14A of Regulation 14A pursuant to the Securities Exchange Act of 1934, as amended ("Exchange Act"), or any successor thereto, whether or not any class of securities of the Corporation is registered under the Exchange Act; (iii) any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), other than but excluding any person who on the date hereof is a trustee director or other fiduciary holding securities under an employee benefit plan officer of the Corporation, ) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Corporation representing 2520% or more of the combined voting power of the Corporation's then outstanding securities; (iv) the stockholders of the Corporation approve (or, in the event no approval of the Corporation's stockholders is required, the Corporation consummates) a merger, consolidation, share exchange, division or other reorganization or transaction involving the Corporation (a "Fundamental Transaction") with any other corporation or entity, other than a Fundamental Transaction which results in both (a) the voting securities of the Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least 60% of the combined voting power of the surviving entity immediately after such Fundamental Transaction, and (b) the members of the Board of Directors of the Corporation immediately prior thereto continuing to represent at least 60% of the members of the Board of Directors of the surviving entity; or (ivv) during any period of three consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Corporation cease for any reason to constitute at least a majority thereof unless the election, or the nomination for election by stockholders, of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period. For purposes of this Agreement, no "Change in Control of the Corporation" shall be deemed to occur with respect to purchases of additional shares of the Corporation's Common Stock by the Trustees of the Estate of Xxxxxxx Xxxxxx Xxxxxx or by BIL Securities (Offshore) Limited.