Common use of Change of Control Defined Clause in Contracts

Change of Control Defined. For purposes of this Agreement, a "Change of Control" will be deemed to have occurred upon the earliest to occur of the following events: a) the date the shareholders of the Bank (or the Board of Directors, if shareholder action is not required) approve a plan or other arrangement pursuant to which the Bank will be dissolved or liquidated; b) the date the shareholders of the Bank (or the Board of Directors, if shareholder action is not required) approve a definitive agreement to sell or otherwise dispose of all or substantially all of the assets of the Bank; c) the date the shareholders of the Bank (or the Board of Directors, if shareholder action is not required) and the shareholders of the other constituent corporation (or its board of directors if shareholder action is not required) have approved a definitive agreement to merge or consolidate the Bank with or into such other corporation, other than, in either case, a merger or consolidation of the Bank in which holders of shares of the common stock of the Bank (the "Common Stock") immediately prior to the merger or consolidation will hold at least a majority of the ownership of common stock of the surviving corporation (and, if one class of common stock is not the only class of voting securities entitled to vote on the election of directors of the surviving corporation, a majority of the voting power of the surviving corporation's voting securities) immediately after the merger or consolidation, which common stock (and, if applicable, voting securities) is to be held in the same proportion as such holders' ownership of Common Stock immediately before the merger or consolidation; d) the date any entity, person or group, (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Securities and Exchange Act of 1934, as amended (the "Exchange Act")), other than the Bank or any of its subsidiaries or any employee benefit plan (or related trust) sponsored or maintained by the Bank or any of its subsidiaries, shall have become the beneficial owner of, or shall have obtained voting control over, more than fifty percent (50%) of the outstanding shares of the Common Stock; or e) the first day after the date this Plan is adopted when directors are elected so that a majority of the Board of Directors shall have been members of the Board of Directors for less than twenty-four (24) months, unless the nomination for election of each new director who was not a director at the beginning of such twenty-four (24) month period was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of such period. Notwithstanding any provision herein to the contrary, the filing of a proceeding for the reorganization of the Bank under Chapter 11 of the Federal Bankruptcy Code or any successor or other statute of similar import will not be deemed to be a Change of Control for purpose of this Agreement.

Change of Control Defined. For purposes of this Change of Control Agreement, a "Change of Control" will shall be deemed to have occurred upon taken place at the earliest to occur of the following eventstime: (a) the date the shareholders when any "person" or "group" of the Bank persons (or the Board of Directors, if shareholder action is not required) approve a plan or other arrangement pursuant to which the Bank will be dissolved or liquidated; b) the date the shareholders of the Bank (or the Board of Directors, if shareholder action is not required) approve a definitive agreement to sell or otherwise dispose of all or substantially all of the assets of the Bank; c) the date the shareholders of the Bank (or the Board of Directors, if shareholder action is not required) and the shareholders of the other constituent corporation (or its board of directors if shareholder action is not required) have approved a definitive agreement to merge or consolidate the Bank with or into such other corporation, other than, in either case, a merger or consolidation of the Bank in which holders of shares of the common stock of the Bank (the "Common Stock") immediately prior to the merger or consolidation will hold at least a majority of the ownership of common stock of the surviving corporation (and, if one class of common stock is not the only class of voting securities entitled to vote on the election of directors of the surviving corporation, a majority of the voting power of the surviving corporation's voting securities) immediately after the merger or consolidation, which common stock (and, if applicable, voting securities) is to be held in the same proportion as such holders' ownership of Common Stock immediately before the merger or consolidation; d) the date any entity, person or group, (within the meaning of terms are used in Section 13(d)(3) or Section 14(d)(2) 13 and 14 of the Securities and Exchange Act of 1934, as amended from time to time (the "Exchange Act")), other than the Bank or any of its subsidiaries Corporation or any employee benefit plan (or related trust) sponsored or maintained by the Bank Corporation, becomes the "beneficial owner" (as such term is used in Section 13 of the Exchange Act) of 25% or any more of its subsidiaries, shall have become the beneficial owner of, or shall have obtained voting control over, more than fifty percent total number of the Corporation's common shares at the time outstanding; or (50%b) of the outstanding shares approval by the vote of the Common StockCorporation's stockholders holding at least 50% (or such greater percentage as may be required by the Certificate of Incorporation or By-Laws of the Corporation or by law) of the voting stock of the Corporation of any merger or consolidation 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 entity surviving such merger or consolidation (the "Surviving Entity") or its direct or indirect parent (the "Survivor Parent")), at least 80% of the combined voting power of the securities of the Corporation or the Surviving Entity or Survivor Parent outstanding immediately after such merger or consolidation); sale of assets; liquidation; or reorganization in which the Corporation will not survive as a publicly owned corporation (the transactions described above being collectively referred to as the "Transaction"); provided that a Change of Control will occur in the circumstances described above only if the Transaction is ultimately consummated; or e(c) when the first day after individuals who, at the date this Plan is adopted when directors are elected so that a majority beginning of any period of two years or less, constituted the Board of Directors shall have been members of the Board of Directors Corporation cease, for less than twenty-four (24) monthsany reason, to constitute at least a majority thereof, unless the election or nomination for election of each new director who was not a director at the beginning of such twenty-four (24) month period was approved by a the vote of at least two-thirds of the directors then still in office who were directors at the beginning of such period. Notwithstanding any provision herein to the contrary, the filing of a proceeding for the reorganization of the Bank under Chapter 11 of the Federal Bankruptcy Code or any successor or other statute of similar import will not be deemed to be a Change of Control for purpose of this Agreement.

Change of Control Defined. For purposes of this Agreement, a "“Change of Control" ” will be deemed to have occurred upon the earliest to occur of the following events: (a) the date the shareholders of the Bank (or the Board of Directors, if shareholder action is not required) approve a plan or other arrangement pursuant to which the Bank will be dissolved or liquidated; (b) the date the shareholders of the Bank (or the Board of Directors, if shareholder action is not required) approve a definitive agreement to sell or otherwise dispose of all or substantially all of the assets of the Bank; (c) the date the shareholders of the Bank (or the Board of Directors, if shareholder action is not required) and the shareholders of the other constituent corporation (or its board of directors if shareholder action is not required) have approved a definitive agreement to merge or consolidate the Bank with or into such other corporation, other than, in either case, a merger or consolidation of the Bank in which holders of shares of the common stock of the Bank (the "“Common Stock"”) immediately prior to the merger or consolidation will hold at least a majority of the ownership of common stock of the surviving corporation (and, if one class of common stock is not the only class of voting securities entitled to vote on the election of directors of the surviving corporation, a majority of the voting power of the surviving corporation's ’s voting securities) immediately after the merger or consolidation, which common stock (and, if applicable, voting securities) is to be held in the same proportion as such holders' ’ ownership of Common Stock immediately before the merger or consolidation; (d) the date any entity, person or group, (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Securities and Exchange Act of 1934, as amended (the "“Exchange Act"”)), other than the Bank or any of its subsidiaries or any employee benefit plan (or related trust) sponsored or maintained by the Bank or any of its subsidiaries, shall have become the beneficial owner of, or shall have obtained voting control over, more than fifty percent (50%) of the outstanding shares of the Common Stock; or (e) the first day after the date this Plan is adopted when directors are elected so that a majority of the Board of Directors shall have been members of the Board of Directors for less than twenty-four (24) months, unless the nomination for election of each new director who was not a director at the beginning of such twenty-four (24) month period was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of such period. Notwithstanding any provision herein to the contrary, the filing of a proceeding for the reorganization of the Bank under Chapter 11 of the Federal Bankruptcy Code or any successor or other statute of similar import will not be deemed to be a Change of Control for purpose of this Agreement.

Change of Control Defined. For purposes of this Agreement, Agreement a --------------------------- "Change of Control" will shall be deemed to have occurred upon the earliest to occur if there shall be consummated (i) any consolidation or merger of the following events: a) Company in which the date the shareholders of the Bank (or the Board of Directors, if shareholder action Company is not required) approve a plan the continuing or other arrangement surviving corporation or pursuant to which the Bank will be dissolved or liquidated; b) the date the shareholders of the Bank (or the Board of Directors, if shareholder action is not required) approve a definitive agreement to sell or otherwise dispose of all or substantially all of the assets of the Bank; c) the date the shareholders of the Bank (or the Board of Directors, if shareholder action is not required) and the shareholders of the other constituent corporation (or its board of directors if shareholder action is not required) have approved a definitive agreement to merge or consolidate the Bank with or into such other corporation, other than, in either case, a merger or consolidation of the Bank in which holders of shares of the Company's common stock would be converted into cash, securities or other property, other than a merger of the Bank (Company in which the "holders of the Company's Common Stock") Stock immediately prior to the merger or consolidation will hold at least a majority of have the same proportionate ownership of common stock of the surviving corporation (and, if one class of common stock is not the only class of voting securities entitled to vote on the election of directors of the surviving corporation, a majority of the voting power of the surviving corporation's voting securities) immediately after the merger merger, or consolidation(ii) any sale, which common stock lease, exchange or other transfer (andin one transaction or a series of related transactions) of all, if applicableor substantially all, voting securities) is to be held in of the Company's assets (except a sale and simultaneous leaseback of the same proportion assets), or (iii) the Company's shareholders approve any plan or proposal for the liquidation or dissolution of the Company, or (iv) any person (as such holders' ownership of Common Stock immediately before the merger or consolidation; dterm is used in Sections 13(d) the date any entity, person or group, (within the meaning of Section 13(d)(3) or Section and 14(d)(2) of the Securities and Exchange Act of 1934, as amended (the "Exchange Act")) ("Person"), other than the Bank or any of its subsidiaries or any employee benefit plan an Excluded Person (or related trust) sponsored or maintained by the Bank or any of its subsidiariesas hereinafter defined), shall have become the beneficial owner of, or shall have obtained voting control over, more than fifty percent (50within the meaning of Rule 13d-3 under the Exchange Act) of fifteen per cent (15%) or more of the Company's outstanding shares Common Stock or (v) during any period of the Common Stock; or etwo (2) the first day after the date this Plan is adopted when directors are elected so that a majority of the Board of Directors shall have been members of the Board of Directors for less than twenty-four (24) monthsconsecutive years, unless the nomination for election of each new director individuals who was not a director at the beginning of such twenty-four (24) month period constitute the entire Board of Directors of the Company shall cease for any reason to constitute a majority thereof unless the election, or the nomination for election by the Company's shareholders, of each new director was approved by a vote of at least two-thirds (2/3) of the directors then still in office who were directors at the beginning of such the period. Notwithstanding any provision herein to the contrary, the filing of a proceeding for the reorganization of the Bank under Chapter 11 of the Federal Bankruptcy Code or any successor or other statute of similar import will not be deemed to be a Change of Control for purpose For purposes of this Agreement, an "Excluded Person" shall be any Person who as of the Effective Date hereof owns beneficially over 10% of the Common Stock of the Company (or would own beneficially over 10% of the Common Stock of the Company if all warrants or options held by such person were currently exercisable, unless such Person after the date hereof acquires the beneficial ownership of an additional 2% of the Common Stock of the Company (other than pursuant to options and warrants outstanding on the date hereof) which was not approved by at least two-thirds (2/3) of the directors then still in office who were directors as of the Effective Date hereof.

Change of Control Defined. For purposes of this Agreement, a "Change of Control" will shall be deemed to have occurred upon if: (i) any "Person" (as defined below) becomes the earliest to occur "Beneficial Owner" (as defined below), directly or indirectly, of securities of the following events:Company representing thirty-five percent (35%) or more of the combined voting power of the Company's then outstanding securities; or a(ii) the date the shareholders following individuals cease for any reason to constitute a majority of the Bank (or number of directors then serving: individuals who, on the Effective Date, constitute the Board and any new director (other than a director whose initial assumption of Directorsoffice is in connection with an actual or threatened election contest, if shareholder action is including, but not required) approve limited to, a plan or other arrangement pursuant consent solicitation, relating to which the Bank will be dissolved or liquidated; b) the date the shareholders election of directors of the Bank (Company) whose appointment or election by the Board or nomination for election by the Company's stockholders was approved or recommended by a vote of Directors, if shareholder action is not required) approve at least a definitive agreement to sell or otherwise dispose of all or substantially all majority of the assets of directors then still in office who either were directors on the Bank;Effective Date or whose appointment, election or nomination for election was previously so approved or recommend; or c(iii) the date the shareholders of the Bank (or the Board of Directors, if shareholder action there is not required) and the shareholders of the other constituent corporation (or its board of directors if shareholder action is not required) have approved a definitive agreement to merge or consolidate the Bank with or into such other corporation, other than, in either case, consummated a merger or consolidation of the Bank Company or any subsidiary with any other corporation, other than (A) a merger or consolidation which would result in which holders of shares the voting securities of the common stock of the Bank (the "Common Stock") Company outstanding immediately prior to the such merger or consolidation will hold at least a majority continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof), in combination with the ownership of common stock of the surviving corporation (and, if one class of common stock is not the only class of voting any trustee or other fiduciary holding securities entitled to vote on the election of directors of the surviving corporation, a majority of the voting power of the surviving corporation's voting securities) immediately after the merger or consolidation, which common stock (and, if applicable, voting securities) is to be held in the same proportion as such holders' ownership of Common Stock immediately before the merger or consolidation; d) the date any entity, person or group, (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Securities and Exchange Act of 1934, as amended (the "Exchange Act")), other than the Bank or any of its subsidiaries or any under an employee benefit plan (or related trust) sponsored or maintained by of the Bank Company or any Subsidiary of its subsidiaries, shall have become the beneficial owner of, or shall have obtained voting control overCompany, more than fifty percent (50%) of the outstanding shares combined voting power of the Common Stocksecurities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation, or (B) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing thirty-five percent (35%) or more of the combined voting power of the Company's then outstanding securities; or e(iv) the first day after the date this Plan is adopted when directors are elected so that a majority stockholders of the Board Company approve a plan of Directors shall have been members complete liquidation or dissolution of the Board Company or there is consummated an agreement for the sale or disposition by the Company of Directors for less than twenty-four (24) months, unless the nomination for election of each new director who was not a director at the beginning of such twenty-four (24) month period was approved by a vote of at least two-thirds all or substantially all of the directors then still in office who were directors at Company's assets, other than a sale or disposition by the beginning Company of such period. Notwithstanding any provision herein to the contrary, the filing of a proceeding for the reorganization all or substantially all of the Bank under Chapter 11 Company's assets to an entity, more than fifty percent (50%) of the Federal Bankruptcy Code or any successor or other statute combined voting power of similar import will not be deemed the voting securities of which are owned by stockholders of the Company in substantially the same proportions as their ownership of the Company immediately prior to be a Change of Control for purpose of this Agreementsuch sale.

Change of Control Defined. For purposes of this Agreement, a "“Change of Control" ” will be deemed to have occurred upon the earliest to occur of the following events: a) the date the shareholders of the Bank (or the Board of Directors, if shareholder action is not required) approve a plan or other arrangement pursuant to which the Bank will be dissolved or liquidated; b) the date the shareholders of the Bank (or the Board of Directors, if shareholder action is not required) approve a definitive agreement to sell or otherwise dispose of all or substantially all of the assets of the Bank; c) the date the shareholders of the Bank (or the Board of Directors, if shareholder action is not required) and the shareholders of the other constituent corporation (or its board of directors if shareholder action is not required) have approved a definitive agreement to merge or consolidate the Bank with or into such other corporation, other than, in either case, a merger or consolidation of the Bank in which holders of shares of the common stock of the Bank (the "“Common Stock"”) immediately prior to the merger or consolidation will hold at least a majority of the ownership of common stock of the surviving corporation (and, if one class of common stock is not the only class of voting securities entitled to vote on the election of directors of the surviving corporation, a majority of the voting power of the surviving corporation's ’s voting securities) immediately after the merger or consolidation, which common stock (and, if applicable, voting securities) is to be held in the same proportion as such holders' ’ ownership of Common Stock immediately before the merger or consolidation; d) the date any entity, person or group, (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Securities and Exchange Act of 1934, as amended (the "“Exchange Act"”)), other than the Bank or any of its subsidiaries or any employee benefit plan (or related trust) sponsored or maintained by the Bank or any of its subsidiaries, shall have become the beneficial owner of, or shall have obtained voting control over, more than fifty percent (50%) of the outstanding shares of the Common Stock; or e) the first day after the date this Plan is adopted when directors are elected so that a majority of the Board of Directors shall have been members of the Board of Directors for less than twenty-four (24) months, unless the nomination for election of each new director who was not a director at the beginning of such twenty-four (24) month period was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of such period. Notwithstanding any provision herein to the contrary, the filing of a proceeding for the reorganization of the Bank under Chapter 11 of the Federal Bankruptcy Code or any successor or other statute of similar import will not be deemed to be a Change of Control for purpose of this Agreement.

Change of Control Defined. For purposes of this Agreement, a "“Change of Control" will be deemed to have occurred upon ” means the earliest to occur occurrence of any of the following events: a: (i) the date the shareholders closing of the Bank (or the Board of Directorssale, if shareholder action is not required) approve a plan transfer or other arrangement pursuant to which the Bank will be dissolved or liquidated; b) the date the shareholders of the Bank (or the Board of Directors, if shareholder action is not required) approve a definitive agreement to sell or otherwise dispose disposition of all or substantially all of NuGene’s assets or the assets exclusive license of substantially all of the Bank; cintellectual property of NuGene material to the business of NuGene resulting in NuGene being unable to continue its business as in effect prior to such license; provided, however, that a mortgage, pledge or grant of a security interest to a bona fide lender shall not by itself constitute a Change of Control; (ii) the date the shareholders consummation of the Bank (or the Board of Directors, if shareholder action is not required) and the shareholders of the other constituent corporation (or its board of directors if shareholder action is not required) have approved a definitive agreement to merge or consolidate the Bank with or into such other corporation, other than, in either case, a merger or consolidation of the Bank NuGene with or into another entity in which holders the stockholders of NuGene exchange their shares of the common capital stock of NuGene for cash, stock, property, or other consideration (except one in which the Bank (the "Common Stock") stockholders of NuGene as constituted immediately prior to such transaction continue to hold after the merger transaction at least 50% of the voting power of the capital stock of NuGene or consolidation will hold the surviving or acquiring entity or parent entity of the surviving or acquiring entity); (iii) any “person,” as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”) (other than (a) a trustee or other fiduciary holding securities under an employee benefit plan of NuGene, (b) a corporation owned, directly or indirectly, by the stockholders of NuGene in substantially the same proportions as their ownership of stock of NuGene or (c) any current beneficial stockholder or group, as defined by Rule 13d-5 of the Exchange Act, including the heirs, assigns and successors thereof, of beneficial ownership, within the meaning of Rule 13d 3 of the Exchange Act, of securities possessing more than 20% of the total combined voting power of NuGene’s outstanding securities) hereafter becomes the “beneficial owner,” as defined in Rule 13d 3 of the Exchange Act, directly or indirectly, of securities of NuGene representing 35% or more of the total combined voting power represented by NuGene’s then outstanding voting securities; or, (iv) individuals who, as of sixty (60) days after the Effective Date of this Agreement are members of the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the ownership of common stock members of the surviving corporation Board; provided, however, that if the appointment or election (andor nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall, for purposes of this Agreement, be considered as a member of the Incumbent Board; provided further, however, that a transaction under clauses (ii) or (iii) above shall not constitute a Change of Control: (A) if one class its primary purpose is to change the state of common stock NuGene’s incorporation, (B) if its primary purpose is not to create a holding company that will be owned in substantially the only class of voting same proportions by the persons who held NuGene’s securities entitled immediately prior to vote on the election of directors of such transaction, or (C) if it is a bona fide equity financing in which NuGene is the surviving corporation, a majority of the voting power of the surviving corporation's voting securities) immediately after the merger or consolidation, which common stock (and, if applicable, voting securities) is to be held in the same proportion as such holders' ownership of Common Stock immediately before the merger or consolidation; d) the date any entity, person or group, (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Securities and Exchange Act of 1934, as amended (the "Exchange Act")), other than the Bank or any of its subsidiaries or any employee benefit plan (or related trust) sponsored or maintained by the Bank or any of its subsidiaries, shall have become the beneficial owner of, or shall have obtained voting control over, more than fifty percent (50%) of the outstanding shares of the Common Stock; or e) the first day after the date this Plan is adopted when directors are elected so that a majority of the Board of Directors shall have been members of the Board of Directors for less than twenty-four (24) months, unless the nomination for election of each new director who was not a director at the beginning of such twenty-four (24) month period was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of such period. Notwithstanding any provision herein to the contrary, the filing of a proceeding for the reorganization of the Bank under Chapter 11 of the Federal Bankruptcy Code or any successor or other statute of similar import will not be deemed to be a Change of Control for purpose of this Agreement.

Change of Control Defined. For purposes of this Agreement, Agreement a ------------------------------ "Change of Control" will shall be deemed to have occurred upon the earliest to occur if there shall be consummated (i) any consolidation or merger of the following events: a) Company in which the date the shareholders of the Bank (or the Board of Directors, if shareholder action Company is not required) approve a plan the continuing or other arrangement surviving corporation or pursuant to which the Bank will be dissolved or liquidated; b) the date the shareholders of the Bank (or the Board of Directors, if shareholder action is not required) approve a definitive agreement to sell or otherwise dispose of all or substantially all of the assets of the Bank; c) the date the shareholders of the Bank (or the Board of Directors, if shareholder action is not required) and the shareholders of the other constituent corporation (or its board of directors if shareholder action is not required) have approved a definitive agreement to merge or consolidate the Bank with or into such other corporation, other than, in either case, a merger or consolidation of the Bank in which holders of shares of the Company's common stock would be converted into cash, securities or other property, other than a merger of the Bank (Company in which the "holders of the Company's Common Stock") Stock immediately prior to the merger or consolidation will hold at least a majority of have the same proportionate ownership of common stock of the surviving corporation (and, if one class of common stock is not the only class of voting securities entitled to vote on the election of directors of the surviving corporation, a majority of the voting power of the surviving corporation's voting securities) immediately after the merger merger, or consolidation(ii) any sale, which common stock lease, exchange or other transfer (andin one transaction or a series of related transactions) of all, if applicableor substantially all, voting securities) is to be held in of the Company's assets (except a sale and simultaneous leaseback of the same proportion assets), or (iii) the Company's shareholders approve any plan or proposal for the liquidation or dissolution of the Company, or (iv) any person (as such holders' ownership of Common Stock immediately before the merger or consolidation; dterm is used in Sections 13(d) the date any entity, person or group, (within the meaning of Section 13(d)(3) or Section and 14(d)(2) of the Securities and Exchange Act of 1934, as amended (the "Exchange Act")) ("Person"), other than the Bank or any of its subsidiaries or any employee benefit plan an Excluded Person (or related trust) sponsored or maintained by the Bank or any of its subsidiariesas hereinafter defined), shall have become the beneficial owner of, or shall have obtained voting control over, more than fifty percent (50within the meaning of Rule 13d-3 under the Exchange Act) of fifteen per cent (15%) or more of the Company's outstanding shares Common Stock or (v) during any period of the Common Stock; or etwo (2) the first day after the date this Plan is adopted when directors are elected so that a majority of the Board of Directors shall have been members of the Board of Directors for less than twenty-four (24) monthsconsecutive years, unless the nomination for election of each new director individuals who was not a director at the beginning of such twenty-four (24) month period constitute the entire Board of Directors of the Company shall cease for any reason to constitute a majority thereof unless the election, or the nomination for election by the Company's shareholders, of each new director was approved by a vote of at least two-thirds (2/3) of the directors then still in office who were directors at the beginning of such the period. Notwithstanding any provision herein to the contrary, the filing of a proceeding for the reorganization of the Bank under Chapter 11 of the Federal Bankruptcy Code or any successor or other statute of similar import will not be deemed to be a Change of Control for purpose For purposes of this Agreement, an "Excluded Person" shall be any Person who as of the Effective Date hereof owns beneficially over 10% of the Common Stock of the Company (or would own beneficially over 10% of the Common Stock of the Company if all warrants or options held by such person were currently exercisable, unless such Person after the date hereof acquires the beneficial ownership of an additional 2% of the Common Stock of the Company (other than pursuant to options and warrants outstanding on the date hereof) which was not approved by at least two-thirds (2/3) of the directors then still in office who were directors as of the Effective Date hereof.

Change of Control Defined. For purposes of this Agreement, a "“Change of Control" will ” shall be deemed to have occurred upon if the earliest transaction is of a nature that would be required to occur be reported in response to Item l(a) of the following events: aCurrent Report on Form 8-K, as in effect on January 1, 2003, pursuant to Section 13 or 15(d) the date the shareholders of the Bank Securities Exchange Act of 1934 (or the Board “Exchange Act”); provided that, without limitation, such a “Change of DirectorsControl” shall be deemed to have occurred if: (i) a third Person, if shareholder action including a “group” as such term is not requiredused in Section 13(d)(3) approve a plan or other arrangement pursuant to which the Bank will be dissolved or liquidated; b) the date the shareholders of the Bank (or Exchange Act, other than the Board trustee of Directors, if shareholder action is not required) approve a definitive agreement to sell or otherwise dispose of all or substantially all any employee benefit plan of the assets Corporation, becomes the beneficial owner, directly or indirectly, of 35% or more of the Bank; c) the date the shareholders combined voting power of the Bank (or the Board of Directors, if shareholder action is not required) and the shareholders of the other constituent corporation (or its board of directors if shareholder action is not required) have approved a definitive agreement to merge or consolidate the Bank with or into such other corporation, other than, in either case, a merger or consolidation of the Bank in which holders of shares of the common stock of the Bank (the "Common Stock") immediately prior to the merger or consolidation will hold at least a majority of the ownership of common stock of the surviving corporation (and, if one class of common stock is not the only class of Corporation’s outstanding voting securities entitled ordinarily having the right to vote on for the election of directors of the surviving corporation, a majority Corporation; (ii) during any period of the voting power of the surviving corporation's voting securities) immediately after the merger or consolidation, which common stock (and, if applicable, voting securities) is to be held in the same proportion as such holders' ownership of Common Stock immediately before the merger or consolidation; d) the date any entity, person or group, (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Securities and Exchange Act of 1934, as amended (the "Exchange Act")), other than the Bank or any of its subsidiaries or any employee benefit plan (or related trust) sponsored or maintained by the Bank or any of its subsidiaries, shall have become the beneficial owner of, or shall have obtained voting control over, more than fifty percent (50%) of the outstanding shares of the Common Stock; or e) the first day after the date this Plan is adopted when directors are elected so that a majority of the Board of Directors shall have been members of the Board of Directors for less than twenty-four (24) monthsconsecutive months individuals who, unless the nomination for election of each new director who was not a director at the beginning of such consecutive twenty-four (24) month period period, constitute the Board of Directors of the Corporation (the “Board”) cease for any reason (other than retirement upon reaching normal retirement age, disability, or death) to constitute at least a majority of the Board; provided that any person becoming a director subsequent to the date hereof whose election, or nomination for election by the Corporation’s shareholders, was approved by a vote of at least two-thirds three quarters of the directors then still in office who comprising the Incumbent Board shall be, for purposes of this Agreement, considered as though such person were directors at the beginning of such period. Notwithstanding any provision herein to the contrary, the filing of a proceeding for the reorganization member of the Bank under Chapter 11 Incumbent Board; or (iii) the Corporation shall cease to be a publicly owned corporation having its outstanding Common Stock listed on the New York Stock Exchange or quoted in the NASDAQ National or Small Cap Market System, except where the delisting is related to a private purchase of the Federal Bankruptcy Code or any successor or other statute Corporation’s stock by a group consisting of similar import will the Corporation’s current officers. For these purposes, a “Change of Control” also shall not be deemed to be have occurred where, with respect to any transaction otherwise constituting a “Change of Control,” Executive is reasonably expected to maintain his existing position as President and CEO with the Corporation. For these purposes, Incumbent Board means the Board as in existence twenty-four (24) months prior to the date the action is being considered. Notwithstanding the foregoing, if the Incumbent Board specifically determines that any transaction does not constitute a Change of Control for purpose purposes of this AgreementAgreement such determination shall be conclusive and binding.

Change of Control Defined. For purposes of this Change of Control Agreement, a "“Change of Control" will ” shall be deemed to have occurred upon taken place at the earliest to occur of the following eventstime: (a) the date the shareholders when any “person” or “group” of the Bank persons (or the Board of Directors, if shareholder action is not required) approve a plan or other arrangement pursuant to which the Bank will be dissolved or liquidated; b) the date the shareholders of the Bank (or the Board of Directors, if shareholder action is not required) approve a definitive agreement to sell or otherwise dispose of all or substantially all of the assets of the Bank; c) the date the shareholders of the Bank (or the Board of Directors, if shareholder action is not required) and the shareholders of the other constituent corporation (or its board of directors if shareholder action is not required) have approved a definitive agreement to merge or consolidate the Bank with or into such other corporation, other than, in either case, a merger or consolidation of the Bank in which holders of shares of the common stock of the Bank (the "Common Stock") immediately prior to the merger or consolidation will hold at least a majority of the ownership of common stock of the surviving corporation (and, if one class of common stock is not the only class of voting securities entitled to vote on the election of directors of the surviving corporation, a majority of the voting power of the surviving corporation's voting securities) immediately after the merger or consolidation, which common stock (and, if applicable, voting securities) is to be held in the same proportion as such holders' ownership of Common Stock immediately before the merger or consolidation; d) the date any entity, person or group, (within the meaning of terms are used in Section 13(d)(3) or Section 14(d)(2) 13 and 14 of the Securities and Exchange Act of 1934, as amended from time to time (the "“Exchange Act"”)), other than the Bank or any of its subsidiaries Corporation or any employee benefit plan (or related trust) sponsored or maintained by the Bank Corporation, becomes the “beneficial owner” (as such term is used in Section 13 of the Exchange Act) of 25% or any more of its subsidiaries, shall have become the beneficial owner of, or shall have obtained voting control over, more than fifty percent total number of the Corporation’s common shares at the time outstanding; or (50%b) of the outstanding shares approval by the vote of the Common StockCorporation’s stockholders holding at least 50% (or such greater percentage as may be required by the Certificate of Incorporation or By-Laws of the Corporation or by law) of the voting stock of the Corporation of any merger or consolidation 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 entity surviving such merger or consolidation (the “Surviving Entity”) or its direct or indirect parent (the “Survivor Parent”)), at least 80% of the combined voting power of the securities of the Corporation or the Surviving Entity or Survivor Parent outstanding immediately after such merger or consolidation); sale of assets; liquidation; or reorganization in which the Corporation will not survive as a publicly owned corporation (the transactions described above being collectively referred to as the “Transaction”); provided that a Change of Control will occur in the circumstances described above only if the Transaction is ultimately consummated; or e(c) when the first day after individuals who, at the date this Plan is adopted when directors are elected so that a majority beginning of any period of two years or less, constituted the Board of Directors shall have been members of the Board of Directors Corporation cease, for less than twenty-four (24) monthsany reason, to constitute at least a majority thereof, unless the election or nomination for election of each new director who was not a director at the beginning of such twenty-four (24) month period was approved by a the vote of at least two-thirds of the directors then still in office who were directors at the beginning of such period. Notwithstanding any provision herein to the contrary, the filing of a proceeding for the reorganization of the Bank under Chapter 11 of the Federal Bankruptcy Code or any successor or other statute of similar import will not be deemed to be a Change of Control for purpose of this Agreement.

Change of Control Defined. For purposes of this Agreement, a "“Change of Control" will ” shall be deemed to have occurred upon if: (i) any “Person” (as defined below) becomes the earliest to occur “Beneficial Owner” (as defined below), directly or indirectly, of securities of the following events:Company representing thirty-five percent (35%) or more of the combined voting power of the Company’s then outstanding securities; or a(ii) the date the shareholders following individuals cease for any reason to constitute a majority of the Bank (or number of directors then serving: individuals who, on the Effective Date, constitute the Board and any new director (other than a director whose initial assumption of Directorsoffice is in connection with an actual or threatened election contest, if shareholder action is including, but not required) approve limited to, a plan or other arrangement pursuant consent solicitation, relating to which the Bank will be dissolved or liquidated; b) the date the shareholders election of directors of the Bank (Company) whose appointment or election by the Board or nomination for election by the Company’s stockholders was approved or recommended by a vote of Directors, if shareholder action is not required) approve at least a definitive agreement to sell or otherwise dispose of all or substantially all majority of the assets of directors then still in office who either were directors on the Bank;Effective Date or whose appointment, election or nomination for election was previously so approved or recommend; or c(iii) the date the shareholders of the Bank (or the Board of Directors, if shareholder action there is not required) and the shareholders of the other constituent corporation (or its board of directors if shareholder action is not required) have approved a definitive agreement to merge or consolidate the Bank with or into such other corporation, other than, in either case, consummated a merger or consolidation of the Bank Company or any subsidiary with any other corporation, other than (A) a merger or consolidation which would result in which holders of shares the voting securities of the common stock of the Bank (the "Common Stock") Company outstanding immediately prior to the such merger or consolidation will hold at least a majority continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof), in combination with the ownership of common stock of the surviving corporation (and, if one class of common stock is not the only class of voting any trustee or other fiduciary holding securities entitled to vote on the election of directors of the surviving corporation, a majority of the voting power of the surviving corporation's voting securities) immediately after the merger or consolidation, which common stock (and, if applicable, voting securities) is to be held in the same proportion as such holders' ownership of Common Stock immediately before the merger or consolidation; d) the date any entity, person or group, (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Securities and Exchange Act of 1934, as amended (the "Exchange Act")), other than the Bank or any of its subsidiaries or any under an employee benefit plan (or related trust) sponsored or maintained by of the Bank Company or any Subsidiary of its subsidiaries, shall have become the beneficial owner of, or shall have obtained voting control overCompany, more than fifty percent (50%) of the outstanding shares combined voting power of the Common Stocksecurities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation, or (B) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing thirty-five percent (35%) or more of the combined voting power of the Company’s then outstanding securities; or e(iv) the first day after the date this Plan is adopted when directors are elected so that a majority stockholders of the Board Company approve a plan of Directors shall have been members complete liquidation or dissolution of the Board Company or there is consummated an agreement for the sale or disposition by the Company of Directors for less than twenty-four (24) months, unless the nomination for election of each new director who was not a director at the beginning of such twenty-four (24) month period was approved by a vote of at least two-thirds all or substantially all of the directors then still in office who were directors at Company’s assets, other than a sale or disposition by the beginning Company of such period. Notwithstanding any provision herein to the contrary, the filing of a proceeding for the reorganization all or substantially all of the Bank under Chapter 11 Company’s assets to an entity, more than fifty percent (50%) of the Federal Bankruptcy Code or any successor or other statute combined voting power of similar import will not be deemed the voting securities of which are owned by stockholders of the Company in substantially the same proportions as their ownership of the Company immediately prior to be a Change of Control for purpose of this Agreementsuch sale.

Change of Control Defined. For purposes of this Agreement, a "Change of Control" will shall be deemed to have occurred upon if the earliest transaction is of a nature that would be required to occur be reported in response to Item l(a) of the following events: aCurrent Report on Form 8-K, as in effect on January 1, 2003, pursuant to Section 13 or 15(d) the date the shareholders of the Bank Securities Exchange Act of 0000 (or the Board xxx "Xxxxxxxx Xxx"); provided that, without limitation, such a "Change of DirectorsControl" shall be deemed to have occurred if: (i) a third Person, if shareholder action including a "group" as such term is not requiredused in Section 13(d)(3) approve a plan or other arrangement pursuant to which the Bank will be dissolved or liquidated; b) the date the shareholders of the Bank (or Exchange Act, other than the Board trustee of Directors, if shareholder action is not required) approve a definitive agreement to sell or otherwise dispose of all or substantially all any employee benefit plan of the assets Corporation, becomes the beneficial owner, directly or indirectly, of 35% or more of the Bank; c) the date the shareholders combined voting power of the Bank (or the Board of Directors, if shareholder action is not required) and the shareholders of the other constituent corporation (or its board of directors if shareholder action is not required) have approved a definitive agreement to merge or consolidate the Bank with or into such other corporation, other than, in either case, a merger or consolidation of the Bank in which holders of shares of the common stock of the Bank (the "Common Stock") immediately prior to the merger or consolidation will hold at least a majority of the ownership of common stock of the surviving corporation (and, if one class of common stock is not the only class of Corporation's outstanding voting securities entitled ordinarily having the right to vote on for the election of directors of the surviving corporation, a majority Corporation; (ii) during any period of the voting power of the surviving corporation's voting securities) immediately after the merger or consolidation, which common stock (and, if applicable, voting securities) is to be held in the same proportion as such holders' ownership of Common Stock immediately before the merger or consolidation; d) the date any entity, person or group, (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Securities and Exchange Act of 1934, as amended (the "Exchange Act")), other than the Bank or any of its subsidiaries or any employee benefit plan (or related trust) sponsored or maintained by the Bank or any of its subsidiaries, shall have become the beneficial owner of, or shall have obtained voting control over, more than fifty percent (50%) of the outstanding shares of the Common Stock; or e) the first day after the date this Plan is adopted when directors are elected so that a majority of the Board of Directors shall have been members of the Board of Directors for less than twenty-four (24) monthsconsecutive months individuals who, unless the nomination for election of each new director who was not a director at the beginning of such consecutive twenty-four (24) month period period, constitute the Board of Directors of the Corporation (the "Board") cease for any reason (other than retirement upon reaching normal retirement age, disability, or death) to constitute at least a majority of the Board; provided that any person becoming a director subsequent to the date hereof whose election, or nomination for election by the Corporation's shareholders, was approved by a vote of at least two-thirds three quarters of the directors then still in office who comprising the Incumbent Board shall be, for purposes of this Agreement, considered as though such person were directors at the beginning of such period. Notwithstanding any provision herein to the contrary, the filing of a proceeding for the reorganization member of the Bank under Chapter 11 Incumbent Board; or (iii) the Corporation shall cease to be a publicly owned corporation having its outstanding Common Stock listed on the New York Stock Exchange or quoted in the NASDAQ National or Small Cap Market System, except where the delisting is related to a private purchase of the Federal Bankruptcy Code or any successor or other statute Corporation's stock by a group consisting of similar import will the Corporation's current officers. For these purposes, a "Change of Control" also shall not be deemed to be have occurred where with respect to any transaction otherwise constituting a "Change of Control," the Corporation's CEO and CFO are reasonably expected to maintain their existing positions with the Corporation. For these purposes, Incumbent Board means the Board as in existence twenty-four (24) months prior to the date the action is being considered. Notwithstanding the foregoing, if the Incumbent Board specifically determines that any transaction does not constitute a Change of Control for purpose purposes of this AgreementAgreement such determination shall be conclusive and binding.

Change of Control Defined. For purposes of this Agreement, a "Change of ControlCHANGE OF CONTROL" will be deemed to have occurred upon the earliest to occur of the following events: ameans such time as (i) the date the shareholders of the Bank (or the Board of Directors, if shareholder action is not required) approve a plan or other arrangement pursuant to which the Bank will be dissolved or liquidated; b) the date the shareholders of the Bank (or the Board of Directors, if shareholder action is not required) approve a definitive agreement to sell or otherwise dispose of all or substantially all of the assets of the Bank; c) the date the shareholders of the Bank (or the Board of Directors, if shareholder action is not required) and the shareholders of the other constituent corporation (or its board of directors if shareholder action is not required) have approved a definitive agreement to merge or consolidate the Bank with or into such other corporation, other than, in either case, a merger or consolidation of the Bank in which holders of shares of the common stock of the Bank (the "Common Stock") immediately prior to the merger or consolidation will hold at least a majority of the ownership of common stock of the surviving corporation (and, if one class of common stock is not the only class of voting securities entitled to vote on the election of directors of the surviving corporation, a majority of the voting power of the surviving corporation's voting securities) immediately after the merger or consolidation, which common stock (and, if applicable, voting securities) is to be held in the same proportion as such holders' ownership of Common Stock immediately before the merger or consolidation; d) the date any entity, person or "group, " (within the meaning of Section 13(d)(3) or Section 14(d)(213(d) of the Securities and Exchange Act of 1934, as amended 1934 (the "Exchange ActEXCHANGE ACT")), ) other than the Bank Principal Shareholders (as defined below) or any of its subsidiaries Kelly-Springfield (as defined in the Articles) is or any employee benefit plan (or related trust) sponsored or maintained by the Bank or any of its subsidiaries, shall have become becomes the beneficial owner ofowner, directly or shall have obtained voting control overindirectly, more than fifty percent (50%) of the outstanding shares of capital stock of the Common Stock; or eCompany, entitling such person or persons to exercise 50% or more of the total votes entitled to be cast at a regular or special meeting, or by action by written consent, of stockholders of the Company (the term "beneficial owner" shall be determined in accordance with Rule 13d-3, promulgated by the Securities and Exchange Commission under the Exchange Act), PROVIDED, HOWEVER, that a person or group shall not be deemed to be the "beneficial owner" of capital stock of the Company solely by reason of such person or group having entered into a stockholders or similar agreement with a Principal Shareholder, (ii) the first day after the date this Plan is adopted when directors are elected so that a majority of the Board of Directors shall have been consist of persons other than Continuing Directors (the term "CONTINUING DIRECTOR" shall mean any member of the Board of Directors immediately following the Closing Date, any member of the Board of Directors elected by Kelly-Springfield pursuant to Section 6.4(c) of the Articles and any other member of the Board of Directors who shall be recommended or elected to succeed or become a Continuing Director by a majority of Continuing Directors who are then members of the Board of Directors for Directors), (iii) the stockholders of the Company shall have approved a recapitalization, reorganization, merger, consolidation or similar transaction, in each case, with respect to which all or substantially all the persons who were the respective beneficial owners of the outstanding shares of capital stock of the Company immediately prior to such recapitalization, reorganization, merger, consolidation or similar transaction will beneficially own, directly or indirectly, less than twenty-four (24) months, unless the nomination for election of each new director who was not a director at the beginning of such twenty-four (24) month period was approved by a vote of at least two-thirds 50% of the directors then still in office who were directors at the beginning of such period. Notwithstanding any provision herein to the contrary, the filing of a proceeding for the reorganization combined voting power of the Bank under Chapter 11 then outstanding shares of capital stock of the Federal Bankruptcy Code Company resulting from such recapitalization, reorganization, merger consolidation or similar transaction; or (iv) the stockholders of the Company shall have approved the sale or other disposition of all or substantially all the assets of the Company in one transaction or in a series of related transactions to a person not owning or controlling, or any successor entity not owned or controlled by the holders of, directly or indirectly, 50% or more of the combined voting power of the outstanding shares of capital stock of the Company immediately prior to such disposition. "PRINCIPAL SHAREHOLDERS" means Charlesbank Equity Fund IV, Limited Partnership, Charlesbank Equity Fund IV GP, Limited Partnership, Charlesbank Capital Partners, LLC, any other funds managed by Charlesbank Capital Partners, LLC, any person that, as of the Closing Date, is a limited partner of Charlesbank Equity Fund IV, Limited Partnership, members of senior management of the Company that were employees of the Company as of the Closing Date, and any corporation, partnership, limited liability company or other statute entity a majority of similar import will not be deemed to be a Change the voting capital stock or partnership, membership or equity interests of Control for purpose which is owned by any of this Agreementthe foregoing.

Change of Control Defined. For purposes of this Agreement, a "“Change of Control" will be deemed to have occurred upon ” means the earliest to occur occurrence of any of the following events: a: (i) the date the shareholders closing of the Bank (or the Board of Directorssale, if shareholder action is not required) approve a plan transfer or other arrangement pursuant to which the Bank will be dissolved or liquidated; b) the date the shareholders of the Bank (or the Board of Directors, if shareholder action is not required) approve a definitive agreement to sell or otherwise dispose disposition of all or substantially all of the Company’s assets or the exclusive license of substantially all of the Bank; cintellectual property of the Company material to the business of the Company resulting in the Company being unable to continue its business as in effect prior to such license; provided, however, that a mortgage, pledge or grant of a security interest to a bona fide lender shall not by itself constitute a Change of Control; (ii) the date the shareholders consummation of the Bank (or the Board of Directors, if shareholder action is not required) and the shareholders of the other constituent corporation (or its board of directors if shareholder action is not required) have approved a definitive agreement to merge or consolidate the Bank with or into such other corporation, other than, in either case, a merger or consolidation of the Bank Company with or into another entity in which holders the stockholders of the Company exchange their shares of the common capital stock of the Bank Company for cash, stock, property or other consideration (except one in which the "Common Stock") stockholders of the Company as constituted immediately prior to such transaction continue to hold after the merger transaction at least 50% of the voting power of the capital stock of the Company or consolidation will hold the surviving or acquiring entity or parent entity of the surviving or acquiring entity); (iii) any “person,” as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”) (other than (a) a trustee or other fiduciary holding securities under an employee benefit plan of the Company, (b) 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 or (c) any current beneficial stockholder or group, as defined by Rule 13d-5 of the Exchange Act, including the heirs, assigns and successors thereof, of beneficial ownership, within the meaning of Rule 13d 3 of the Exchange Act, of securities possessing more than 20% of the total combined voting power of the Company’s outstanding securities) hereafter becomes the “beneficial owner,” as defined in Rule 13d 3 of the Exchange Act, directly or indirectly, of securities of the Company representing 35% or more of the total combined voting power represented by the Company’s then outstanding voting securities; or (iv) individuals who, as of sixty (60) days after the Effective Date of this Agreement are members of the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the ownership of common stock members of the surviving corporation Board; provided, however, that if the appointment or election (andor nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall, for purposes of this Agreement, be considered as a member of the Incumbent Board; provided further, however, that a transaction under clauses (ii) or (iii) above shall not constitute a Change of Control: (A) if one class its primary purpose is to change the state of common stock the Company’s incorporation, (B) if its primary purpose is not to create a holding company that will be owned in substantially the only class of voting same proportions by the persons who held the Company’s securities entitled immediately prior to vote on such transaction, or (C) if it is a bona fide equity financing in which the election of directors of Company is the surviving corporation, a majority of the voting power of the surviving corporation's voting securities) immediately after the merger or consolidation, which common stock (and, if applicable, voting securities) is to be held in the same proportion as such holders' ownership of Common Stock immediately before the merger or consolidation; d) the date any entity, person or group, (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Securities and Exchange Act of 1934, as amended (the "Exchange Act")), other than the Bank or any of its subsidiaries or any employee benefit plan (or related trust) sponsored or maintained by the Bank or any of its subsidiaries, shall have become the beneficial owner of, or shall have obtained voting control over, more than fifty percent (50%) of the outstanding shares of the Common Stock; or e) the first day after the date this Plan is adopted when directors are elected so that a majority of the Board of Directors shall have been members of the Board of Directors for less than twenty-four (24) months, unless the nomination for election of each new director who was not a director at the beginning of such twenty-four (24) month period was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of such period. Notwithstanding any provision herein to the contrary, the filing of a proceeding for the reorganization of the Bank under Chapter 11 of the Federal Bankruptcy Code or any successor or other statute of similar import will not be deemed to be a Change of Control for purpose of this Agreement.

Change of Control Defined. For purposes of this Agreement, a "Change of Control" will shall be deemed to have occurred upon the earliest to occur of the following events: aif (i) the date the shareholders of the Bank any "person" or "group" (or the Board of Directors, if shareholder action is not required) approve a plan or other arrangement pursuant to which the Bank will be dissolved or liquidated; b) the date the shareholders of the Bank (or the Board of Directors, if shareholder action is not required) approve a definitive agreement to sell or otherwise dispose of all or substantially all of the assets of the Bank; c) the date the shareholders of the Bank (or the Board of Directors, if shareholder action is not required) and the shareholders of the other constituent corporation (or its board of directors if shareholder action is not required) have approved a definitive agreement to merge or consolidate the Bank with or into such other corporation, other than, in either case, a merger or consolidation of the Bank in which holders of shares of the common stock of the Bank (the "Common Stock") immediately prior to the merger or consolidation will hold at least a majority of the ownership of common stock of the surviving corporation (and, if one class of common stock is not the only class of voting securities entitled to vote on the election of directors of the surviving corporation, a majority of the voting power of the surviving corporation's voting securities) immediately after the merger or consolidation, which common stock (and, if applicable, voting securities) is to be held in the same proportion as such holders' ownership of Common Stock immediately before the merger or consolidation; d) the date any entity, person or group, (within the meaning of terms are used in Section 13(d)(3) or Section 14(d)(213(b) of the Securities and Exchange Act of 1934, as amended (the "Exchange Act")) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), other than the Bank directly or any indirectly, of its subsidiaries or any employee benefit plan (or related trust) sponsored or maintained by the Bank or any of its subsidiaries, shall have become the beneficial owner of, or shall have obtained voting control over, more than fifty percent (50%) securities of the outstanding shares Company representing 50% or more of the Common Stock; or ecombined voting power of the Company's then outstanding securities and within one (1) year after such "person" or "group" acquires 50% or more of the combined voting power of the Company (the "Trigger Date") the first day after members of the date this Plan is adopted when directors are elected so that Board immediately prior to the Trigger Date cease to constitute a majority of the Board of Directors Board, (ii) there shall have been members be consummated any consolidation or merger of the Board Company in which the Company is not the surviving or continuing corporation or pursuant to which shares of Directors for less the Company's Common Stock would be converted into cash, securities or other property, other than twenty-four a merger of the Company in which the holders of the Company's Common Stock immediately prior to the merger have (24directly or indirectly) months, unless the nomination for election of each new director who was not a director at the beginning of such twenty-four (24) month period was approved by a vote of at least two-thirds a 51% ownership interest in the outstanding Common Stock of the directors then still surviving corporation immediately after the merger, or (iii) any sale, lease, exchange or other transfer (in office who were directors at the beginning one transaction or a series of such period. Notwithstanding any provision herein to the contraryrelated transactions) of all, the filing of a proceeding for the reorganization or substantially all, of the Bank under Chapter 11 assets of the Federal Bankruptcy Code Company, except for any sale, lease exchange or transfer resulting from any successor action taken by any creditor of the Company in enforcing its rights or other statute remedies against any assets of similar import will the Company in which such creditor holds a security interest; provided, however, that a Change of Control shall not be deemed to be a Change have occurred if any of Control for purpose the above described events under (i), (ii) or (iii) occurs during or within twelve (12) months of this Agreementthe conclusion of the Bankruptcy Proceedings or as the result of, associated with or arising from action, order, agreement or plan of the Bankruptcy Court.

Change of Control Defined. For purposes of this AgreementAs used herein, a "Change of Control" will shall be deemed to have occurred upon the earliest to occur of the following eventsif: a(i) the date the shareholders of the Bank Any "person" (or the Board of Directors, if shareholder action as such term is not required) approve a plan or other arrangement pursuant to which the Bank will be dissolved or liquidated; b) the date the shareholders of the Bank (or the Board of Directors, if shareholder action is not required) approve a definitive agreement to sell or otherwise dispose of all or substantially all of the assets of the Bank; c) the date the shareholders of the Bank (or the Board of Directors, if shareholder action is not requiredused in Sections 13(d) and the shareholders of the other constituent corporation (or its board of directors if shareholder action is not required) have approved a definitive agreement to merge or consolidate the Bank with or into such other corporation, other than, in either case, a merger or consolidation of the Bank in which holders of shares of the common stock of the Bank (the "Common Stock") immediately prior to the merger or consolidation will hold at least a majority of the ownership of common stock of the surviving corporation (and, if one class of common stock is not the only class of voting securities entitled to vote on the election of directors of the surviving corporation, a majority of the voting power of the surviving corporation's voting securities) immediately after the merger or consolidation, which common stock (and, if applicable, voting securities) is to be held in the same proportion as such holders' ownership of Common Stock immediately before the merger or consolidation; d) the date any entity, person or group, (within the meaning of Section 13(d)(3) or Section 14(d)(214(d) of the Securities and Exchange Act of 1934, as amended (the "Exchange Act")) (other than persons who are shareholders on the effective date of the Plan) becomes a "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), other than directly or indirectly, of securities of the Bank or any of its subsidiaries or any employee benefit plan (or related trust) sponsored or maintained by the Bank or any of its subsidiaries, shall have become the beneficial owner of, or shall have obtained voting control over, Company representing more than fifty percent (50%) % of the outstanding shares voting power of the Common Stockthen outstanding securities of the Company; or e) the first day after the date this Plan is adopted when directors are elected so provided that a majority Change of the Board of Directors Control shall have been members of the Board of Directors for less than twenty-four (24) months, unless the nomination for election of each new director who was not a director at the beginning of such twenty-four (24) month period was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of such period. Notwithstanding any provision herein to the contrary, the filing of a proceeding for the reorganization of the Bank under Chapter 11 of the Federal Bankruptcy Code or any successor or other statute of similar import will not be deemed to be occur as a result of a change of ownership resulting from the death of a shareholder, and a Change of Control shall not be deemed to occur as a result of a transaction in which the Company becomes a subsidiary of another corporation and in which the shareholders of the Company, immediately prior to the transaction, will beneficially own, immediately after the transaction, shares entitling such shareholders to more than 50% of all votes to which all shareholders of the parent corporation would be entitled in the election of directors (without consideration of the rights of any class of stock to elect directors by a separate class vote); or (ii) The shareholders of the Company approve (or, if shareholder approval is not required, the Board approves) an agreement providing for purpose (i) the merger or consolidation of this Agreementthe Company with another corporation where the shareholders of the Company, immediately prior to the merger or consolidation, will not beneficially own, immediately after the merger or consolidation, shares entitling such shareholders to more than 50% of all votes to which all shareholders of the surviving corporation would be entitled in the election of directors (without consideration of the rights of any class of stock to elect directors by a separate class vote), (ii) the sale or other disposition of all or substantially all of the assets of the Company, or (iii) a liquidation or dissolution of the Company.

Change of Control Defined. For purposes of this Agreement, a "Change of Control" will be deemed to have occurred upon the earliest to occur of the following events: ameans such time as (i) the date the shareholders of the Bank (or the Board of Directors, if shareholder action is not required) approve a plan or other arrangement pursuant to which the Bank will be dissolved or liquidated; b) the date the shareholders of the Bank (or the Board of Directors, if shareholder action is not required) approve a definitive agreement to sell or otherwise dispose of all or substantially all of the assets of the Bank; c) the date the shareholders of the Bank (or the Board of Directors, if shareholder action is not required) and the shareholders of the other constituent corporation (or its board of directors if shareholder action is not required) have approved a definitive agreement to merge or consolidate the Bank with or into such other corporation, other than, in either case, a merger or consolidation of the Bank in which holders of shares of the common stock of the Bank (the "Common Stock") immediately prior to the merger or consolidation will hold at least a majority of the ownership of common stock of the surviving corporation (and, if one class of common stock is not the only class of voting securities entitled to vote on the election of directors of the surviving corporation, a majority of the voting power of the surviving corporation's voting securities) immediately after the merger or consolidation, which common stock (and, if applicable, voting securities) is to be held in the same proportion as such holders' ownership of Common Stock immediately before the merger or consolidation; d) the date any entity, person or "group, " (within the meaning of Section 13(d)(3) or Section 14(d)(213(d) of the Securities and Exchange Act of 1934, as amended 1934 (the "Exchange Act")), ) other than the Bank Principal Shareholders (as defined below) or any of its subsidiaries Kelly-Springfield (as defined in the Articles) is or any employee benefit plan (or related trust) sponsored or maintained by the Bank or any of its subsidiaries, shall have become becomes the beneficial owner ofowner, directly or shall have obtained voting control overindirectly, more than fifty percent (50%) of the outstanding shares of capital stock of the Common Stock; or eCompany, entitling such person or persons to exercise 50% or more of the total votes entitled to be cast at a regular or special meeting, or by action by written consent, of stockholders of the Company (the term "beneficial owner" shall be determined in accordance with Rule 13d-3, promulgated by the Securities and Exchange Commission under the Exchange Act), provided, however, that a person or group shall not be deemed to be the "beneficial owner" of capital stock of the Company solely by reason of such person or group having entered into a stockholders or similar agreement with a Principal Shareholder, (ii) the first day after the date this Plan is adopted when directors are elected so that a majority of the Board of Directors shall have been consist of persons other than Continuing Directors (the term "Continuing Director" shall mean any member of the Board of Directors immediately following the Closing Date, any member of the Board of Directors elected by Kelly-Springfield pursuant to Section 6.4(c) of the Articles and any other member of the Board of Directors who shall be recommended or elected to succeed or become a Continuing Director by a majority of Continuing Directors who are then members of the Board of Directors for Directors), (iii) the stockholders of the Company shall have approved a recapitalization, reorganization, merger, consolidation or similar transaction, in each case, with respect to which all or substantially all the persons who were the respective beneficial owners of the outstanding shares of capital stock of the Company immediately prior to such recapitalization, reorganization, merger, consolidation or similar transaction will beneficially own, directly or indirectly, less than twenty-four (24) months, unless the nomination for election of each new director who was not a director at the beginning of such twenty-four (24) month period was approved by a vote of at least two-thirds 50% of the directors then still in office who were directors at the beginning of such period. Notwithstanding any provision herein to the contrary, the filing of a proceeding for the reorganization combined voting power of the Bank under Chapter 11 then outstanding shares of capital stock of the Federal Bankruptcy Code Company resulting from such recapitalization, reorganization, merger consolidation or similar transaction; or (iv) the stockholders of the Company shall have approved the sale or other disposition of all or substantially all the assets of the Company in one transaction or in a series of related transactions to a person not owning or controlling, or any successor entity not owned or controlled by the holders of, directly or indirectly, 50% or more of the combined voting power of the outstanding shares of capital stock of the Company immediately prior to such disposition. "Principal Shareholders" means Charlesbank Equity Fund IV, Limited Partnership, Charlesbank Equity Fund IV GP, Limited Partnership, Charlesbank Capital Partners, LLC, any other funds managed by Charlesbank Capital Partners, LLC, any person that, as of the Closing Date, is a limited partner of Charlesbank Equity Fund IV, Limited Partnership, members of senior management of the Company that were employees of the Company as of the Closing Date, and any corporation, partnership, limited liability company or other statute entity a majority of similar import will not be deemed to be a Change the voting capital stock or partnership, membership or equity interests of Control for purpose which is owned by any of this Agreementthe foregoing.

Change of Control Defined. For purposes of this Agreement, a A "Change of ------------------------- Control" will shall be deemed to have occurred upon the earliest to occur any of the following events: (a) the date the shareholders The consummation of any of the Bank following transactions: (or the Board of Directorsi) any merger, if shareholder action is not required) approve a plan reverse stock split, recapitalization or other arrangement busi- ness combination of the Company, with or into another corporation, or an acquisition of securities or assets by the Company, pursuant to which the Bank will Company is not the continuing or surviving corporation or pursuant to which shares of Common Stock would be dissolved converted into cash, securities or liquidated; b) other property, other than a transaction in which the date the shareholders majority of the Bank holders of Common Stock immediately prior to the transaction will own at least 50% of the total voting power of the then-outstanding securities of the surviving corporation immediately after such transaction, or (ii) any sale, lease, exchange, or the Board other transfer (in one transaction or a series of Directorsrelated transactions) of all, if shareholder action is not required) approve a definitive agreement to sell or otherwise dispose of all or substantially all all, of the assets of the Bank; cCompany, or (iii) the date the shareholders liquidation or dissolution of the Bank Company; or (b) A transaction in which any person (as such term is defined in Sections 13(d)(3) and 14(d)(2) of the Exchange Act), corporation or other entity (other than the Company, or any profit sharing, employee ownership or other employee benefit plan sponsored by the Company or any subsidiary, or any trustee of or fiduciary with respect to any such plan when acting in such capacity, or any group comprised solely of such entities): (i) shall purchase any Common Stock (or securities convertible into Common Stock) for cash, securities or any other consideration pursuant to a tender offer or exchange offer, without the Board of Directors, if shareholder action is not required) and the shareholders prior consent of the other constituent corporation Board, or (ii) shall become the "beneficial owner" (as such term is defined in Rule 13d-3 under the Exchange Act), directly or its board indirectly (in one transaction or a series of directors if shareholder action is not required) have approved a definitive agreement to merge or consolidate the Bank with or into such other corporationtransactions), other than, in either case, a merger or consolidation of securities of the Bank in which holders of shares Company representing 50% or more of the common stock total voting power of the Bank (the "Common Stock") immediately prior to the merger or consolidation will hold at least a majority then-outstanding securities of the ownership of common stock of Company ordinarily (and apart from the surviving corporation (and, if one class of common stock is not rights accruing under special circumstances) having the only class of voting securities entitled right to vote on in the election of directors of the surviving corporation, a majority of the voting power of the surviving corporation's voting securities(calculated as provided in Rule 13d-3(d) immediately after the merger or consolidation, which common stock (and, if applicable, voting securities) is to be held in the same proportion as such holders' ownership case of Common Stock immediately before rights to acquire the merger or consolidation; d) the date any entity, person or group, (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"Company's securities)), other than the Bank or any of its subsidiaries or any employee benefit plan (or related trust) sponsored or maintained by the Bank or any of its subsidiaries, shall have become the beneficial owner of, or shall have obtained voting control over, more than fifty percent (50%) of the outstanding shares of the Common Stock; or e(c) the first day after the date this Plan is adopted when directors are elected so that a majority If, during any period of the Board of Directors shall have been members of the Board of Directors for less than twenty-four (24) monthstwo consecutive years, unless the nomination for election of each new director individuals who was not a director at the beginning of such twenty-four (24) month period constituted the entire Board and any new director whose election by the Board, or nomination for election by the Company's stockholders was approved by a vote of at least two-two thirds of the directors then still in office who were either directors at the beginning of such period. Notwithstanding the period or whose election or nomination for election by the stockholders was previously so approved, cease for any provision herein to the contrary, the filing of constitute a proceeding for the reorganization of the Bank under Chapter 11 of the Federal Bankruptcy Code or any successor or other statute of similar import will not be deemed to be a Change of Control for purpose of this Agreementmajority thereof.

Change of Control Defined. For purposes of this Agreement, a "“Change of Control" ” will be deemed to have occurred upon the earliest to occur of the following events: a) the date the shareholders of the Bank (or the Board of Directors, if shareholder action is not required) approve a plan or other arrangement pursuant to which the Bank will be dissolved or liquidated; b) the date the shareholders of the Bank (or the Board of Directors, if shareholder action is not required) approve a definitive agreement to sell or otherwise dispose of all or substantially all of the assets of the Bank; c) the date the shareholders of the Bank (or the Board of Directors, if shareholder action is not required) and the shareholders of the other constituent corporation (or its board of directors if shareholder action is not required) have approved a definitive agreement to merge or consolidate the Bank with or into such other corporation, other than, in either case, a merger or consolidation of the Bank in which holders of shares of the common stock of the Bank (the "“Common Stock"”) immediately prior to the merger or consolidation consolidation, will hold at least a majority of the ownership of common stock of the surviving corporation (and, if one class of common stock is not the only class of voting securities entitled to vote on the election of directors of the surviving corporation, a majority of the voting power of the surviving corporation's ’s voting securities) immediately after the merger or consolidation, which common stock (and, if applicable, voting securities) is to be held in the same proportion as such holders' ’ ownership of Common Stock immediately before the merger or consolidation; d) the date any entity, person or group, (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Securities and Exchange Act of 1934, as amended (the "“Exchange Act"”)), other than the Bank or any of its subsidiaries or any employee benefit plan (or related trust) sponsored or maintained by the Bank or any of its subsidiaries, shall have become the beneficial owner of, or shall have obtained voting control over, more than fifty percent (50%) of the outstanding shares of the Common Stock; or e) the first day after the date this Plan is adopted when directors are elected so that a majority of the Board of Directors shall have been members of the Board of Directors for less than twenty-four (24) months, unless the nomination for election of each new director who was not a director at the beginning of such twenty-four (24) month period was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of such period. Notwithstanding any provision herein to the contrary, the filing of a proceeding for the reorganization of the Bank under Chapter 11 of the Federal Bankruptcy Code or any successor or other statute of similar import will not be deemed to be a Change of Control for the purpose of this Agreement.

Change of Control Defined. For purposes of this Agreement, a "Change of Control" will be deemed to have occurred upon the earliest to occur of the following events: a) : the date the shareholders of the Bank (or the Board of Directors, if shareholder action is not required) approve a plan or other arrangement pursuant to which the Bank will be dissolved or liquidated; b) ; the date the shareholders of the Bank (or the Board of Directors, if shareholder action is not required) approve a definitive agreement to sell or otherwise dispose of all or substantially all of the assets of the Bank; c) ; the date the shareholders of the Bank (or the Board of Directors, if shareholder action is not required) and the shareholders of the other constituent corporation (or its board of directors if shareholder action is not required) have approved a definitive agreement to merge or consolidate the Bank with or into such other corporation, other than, in either case, a merger or consolidation of the Bank in which holders of shares of the common c ommon stock of the Bank (the "Common Stock") immediately prior to the merger or consolidation will hold at least a majority of the ownership of common stock of the surviving corporation (and, if one class of common stock is not the only class of voting securities entitled to vote on the election of directors of the surviving corporation, a majority of the voting power of the surviving corporation's voting securities) immediately after the merger or consolidation, which common stock (and, if applicable, voting securities) is to be held in the same proportion as such holders' ownership of Common Stock immediately before the merger or consolidation; d) ; the date any entity, person or group, (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Securities and Exchange Act of 1934, as amended (the "Exchange Act")), other than the Bank or any of its subsidiaries or any employee benefit plan (or related trust) sponsored or maintained by the Bank or any of its subsidiaries, shall have become the beneficial owner of, or shall have obtained voting control over, more than fifty percent (50%) of the outstanding shares of the Common Stock; or e) or the first day after the date this Plan is adopted when directors are elected so that a majority of the Board of Directors shall have been members of the Board of Directors for less than twenty-four (24) months, unless the nomination for election of each new director who was not a director at the beginning of such twenty-four (24) month period was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of such period. Notwithstanding any provision herein to the contrary, the filing of a proceeding for the reorganization of the Bank under Chapter 11 of the Federal Bankruptcy Code or any successor or other statute of similar import will not be deemed to be a Change of Control for the purpose of this Agreement.

Change of Control Defined. For purposes of this Agreement, a "Change of Control" will be deemed to have occurred upon the earliest to occur of the following events: a) the date the shareholders of the Bank Company (or the Board of Directors, if shareholder action is not required) approve a plan or other arrangement pursuant to which the Bank Company will be dissolved or liquidated; b) the date the shareholders of the Bank Company (or the Board of Directors, if shareholder action is not required) approve a definitive agreement to sell or otherwise dispose of all or substantially all of the assets of the BankCompany; c) the date the shareholders of the Bank Company (or the Board of Directors, if shareholder action is not required) and the shareholders of the other constituent corporation (or its board of directors if shareholder action is not required) have approved a definitive agreement to merge or consolidate the Bank Company with or into such other corporation, other than, in either case, a merger or consolidation of the Bank Company in which holders of shares of the common stock of the Bank (the "Common Stock") Stock immediately prior to the merger or consolidation will hold at least a majority of the ownership of common stock of the surviving corporation (and, if one class of common stock is not the only class of voting securities entitled to vote on the election of directors of the surviving corporation, a majority of the voting power of the surviving corporation's voting securities) immediately after the merger or consolidation, which common stock (and, if applicable, voting securities) is to be held in the same proportion as such holders' ownership of Common Stock immediately before the merger or consolidation; d) the date any entity, person or group, (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Securities and Exchange Act of 1934, as amended (the "Exchange Act")), other than the Bank Company or any of its subsidiaries or any employee benefit plan (or related trust) sponsored or maintained by the Bank Company or any of its subsidiaries, shall have become the beneficial owner of, or shall have obtained voting control over, more than fifty percent (50%) of the outstanding shares of the Common Stock; or e) the first day after the date this Plan is adopted when directors are elected so that a majority of the Board of Directors shall have been members of the Board of Directors for less than twenty-four (24) months, unless the nomination for election of each new director who was not a director at the beginning of such twenty-four (24) month period was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of such period. Notwithstanding any provision herein to the contrary, the filing of a proceeding for the reorganization of the Bank Company under Chapter 11 of the Federal Bankruptcy Code or any successor or other statute of similar import will not be deemed to be a Change of Control for purpose of this Agreement.