Common use of Change of Control Defined Clause in Contracts

Change of Control Defined. For purposes of this Agreement, a “Change of Control” means: (i) the consummation of any merger, consolidation, exchange, or reorganization to which the Company is a party if the individuals and entities who were stockholders of the Company immediately prior to the effective date of such transaction have, immediately following the effective date of such transaction, beneficial ownership (as defined in Rule 13d-3 under the Securities Exchange Act of 1934) of less than fifty percent (50%) of the total combined voting power of all classes of securities issued by the surviving entity; (ii) a sale, lease or other transfer of all or substantially all of the assets of the Company to any person or entity which is not an affiliate of the Company; or (iii) the acquisition, without prior approval by resolution adopted by the Company’s Board of Directors, of direct or indirect beneficial ownership (as defined in Rule 13d-3 under the Securities Exchange Act of 1934) of securities of the Company representing, in the aggregate, more than fifty percent (50%) of the total combined voting power of all classes of the Company’s then-issued and outstanding securities by any person or entity or by a group of associated persons or entities acting in concert; provided, however, that a Change of Control will not be deemed to occur if such acquisition is initiated by the Employee or an entity in which the Employee owns fifty percent (50%) or more of the total combined voting power of all classes of such entity’s securities, or if the Employee or such entity is a member of the group of associated persons or entities acting in concert. In all cases, the determination of whether a Change of Control has occurred shall be made in accordance with Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations, notices and other guidance of general applicability issued thereunder.

Change of Control Defined. For purposes of this Agreement, a “Change of Control” means: Control shall be deemed to have occurred in the event of: (ia) the consummation of The acquisition by any merger, consolidation, exchangeperson or entity, or reorganization to which the Company is a party if the individuals and entities who were stockholders group thereof acting in concert, of the Company immediately prior to the effective date of such transaction have, immediately following the effective date of such transaction, beneficial “beneficial” ownership (as such term is defined in Securities and Exchange Commission (“SEC”) Rule 13d-3 under the Securities Exchange Act of 1934, as amended) (the “Exchange Act”), of securities of the Company which, together with securities previously owned, confer upon such person, entity or group the voting power, on any matters brought to a vote of shareholders, of thirty percent (30%) or more of the then outstanding shares of capital stock of the Company; or (b) The sale, assignment or transfer of assets of the Company or any subsidiary or subsidiaries, in a transaction or series of transactions, if the aggregate consideration received or to be received by the Company or any such subsidiary in connection with such sale, assignment or transfer is greater than fifty percent (50%) of the book value of the Company’s assets on a consolidated basis immediately before such transaction or the first of such transactions, as determined by the Company in accordance with generally accepted accounting principles; or (c) The merger, consolidation, share exchange or reorganization of the Company (or one or more subsidiaries of the Company) as a result of which the holders of all of the shares of capital stock of the Company as a group would receive less than fifty percent (50%) of the total combined voting power of all classes the capital stock or other interests of securities issued by the surviving or resulting corporation or entity; or (iid) The adoption of a sale, lease plan of liquidation or other transfer of all or substantially all the approval of the assets of the Company to any person or entity which is not an affiliate dissolution of the Company; or or (iiie) The commencement (within the acquisition, without prior approval by resolution adopted by the Company’s Board meaning of Directors, of direct or indirect beneficial ownership (as defined in SEC Rule 13d-3 14d-2 under the Securities Exchange Act of 1934Act) of securities a tender or exchange offer which, if successful, would result in a Change of the Company representing, in the aggregate, more than fifty percent (50%) of the total combined voting power of all classes Control of the Company’s then-issued and outstanding securities ; or (f) A determination by any person the Board of Directors of the Company, in view of then current circumstances or entity or by a group of associated persons or entities acting in concert; provided, howeverimpending events, that a Change of Control will not be deemed to occur if such acquisition is initiated by the Employee or an entity in which the Employee owns fifty percent (50%) or more of the total combined voting power of all classes of such entity’s securities, or if the Employee or such entity is a member of the group of associated persons or entities acting in concert. In all cases, the determination of whether a Change of Control Company has occurred or is imminent, which determination shall be made in accordance with Section 409A for the specific purpose of triggering the Internal Revenue Code operative provisions of 1986, as amended, and the regulations, notices and other guidance of general applicability issued thereunderthis Agreement.

Change of Control Defined. For purposes of this Agreement, a “Change of Control” means: Control shall be deemed to have occurred in the event of: (ia) the consummation of The acquisition by any merger, consolidation, exchangeperson or entity, or reorganization to which the Company is a party if the individuals and entities who were stockholders group thereof acting in concert, of the Company immediately prior to the effective date of such transaction have, immediately following the effective date of such transaction, beneficial “beneficial” ownership (as such term is defined in Securities and Exchange Commission (“SEC”) Rule 13d-3 under the Securities Exchange Act of 1934, as amended) (the “Exchange Act”), of securities of the Company which, together with securities previously owned, confer upon such person, entity or group the voting power, on any matters brought to a vote of shareholders, of thirty percent (30%) or more of the then outstanding shares of capital stock of the Company; or (b) The sale, assignment or transfer of assets of the Company or any subsidiary or subsidiaries, in a transaction or series of transactions, if the aggregate consideration received or to be received by the Company or any such subsidiary in connection with such sale, assignment or transfer is greater than fifty percent (50%) of the book value, determined by the Company in accordance with generally accepted accounting principles, of the Company’s assets determined on a consolidated basis immediately before such transaction or the first of such transactions; or (c) The merger, consolidation, share exchange or reorganization of the Company (or one or more subsidiaries of the Company) as a result of which the holders of all of the shares of capital stock of the Company as a group would receive less than fifty percent (50%) of the total combined voting power of all classes the capital stock or other interests of securities issued by the surviving or resulting corporation or entity; or (iid) The adoption of a sale, lease plan of liquidation or other transfer of all or substantially all the approval of the assets of the Company to any person or entity which is not an affiliate dissolution of the Company; or or (iiie) The commencement (within the acquisition, without prior approval by resolution adopted by the Company’s Board meaning of Directors, of direct or indirect beneficial ownership (as defined in SEC Rule 13d-3 14d-2 under the Securities Exchange Act of 1934Act) of securities a tender or exchange offer which, if successful, would result in a Change of the Company representing, in the aggregate, more than fifty percent (50%) of the total combined voting power of all classes Control of the Company’s then-issued and outstanding securities ; or (f) A determination by any person the Board of Directors of the Company, in view of then current circumstances or entity or by a group of associated persons or entities acting in concert; provided, howeverimpending events, that a Change of Control will not be deemed to occur if such acquisition is initiated by the Employee or an entity in which the Employee owns fifty percent (50%) or more of the total combined voting power of all classes of such entity’s securities, or if the Employee or such entity is a member of the group of associated persons or entities acting in concert. In all cases, the determination of whether a Change of Control Company has occurred or is imminent, which determination shall be made in accordance with Section 409A for the specific purpose of triggering the Internal Revenue Code operative provisions of 1986, as amended, and the regulations, notices and other guidance of general applicability issued thereunderthis Agreement.

Change of Control Defined. For purposes of this Agreement, a “"Change of Control” means: " shall be deemed to have occurred if (i) the consummation of any merger, consolidation, exchange, "person" or reorganization to which the Company is a party if the individuals and entities who were stockholders "group" (as such terms are used in Section 13(b) of the Company immediately prior to Securities Exchange Act of 1934, as amended (the effective date of such transaction have, immediately following "Exchange Act")) is or becomes the effective date of such transaction, "beneficial ownership owner" (as defined in Rule 13d-3 under the Securities Exchange Act Act), directly or indirectly, of 1934) of less than fifty percent (50%) securities of the total Company representing 50% or more of the combined voting power of all classes the Company's then outstanding securities and within one (1) year after such "person" or "group" acquires 50% or more of securities issued by the surviving entity; combined voting power of the Company (the "Trigger Date") the members of the Board immediately prior to the Trigger Date cease to constitute a majority of the Board, (ii) there shall be consummated any consolidation or merger of the Company in which the Company is not the surviving or continuing corporation or pursuant to which shares of the Company's Common Stock would be converted into cash, securities or other property, other than a merger of the Company in which the holders of the Company's Common Stock immediately prior to the merger have (directly or indirectly) at least a 51% ownership interest in the outstanding Common Stock of the surviving corporation immediately after the merger, or (iii) any sale, lease lease, exchange or other transfer (in one transaction or a series of all related transactions) of all, or substantially all all, of the assets of the Company to Company, except for any person sale, lease exchange or entity which is not an affiliate of the Company; or (iii) the acquisition, without prior approval transfer resulting from any action taken by resolution adopted by the Company’s Board of Directors, of direct or indirect beneficial ownership (as defined in Rule 13d-3 under the Securities Exchange Act of 1934) of securities any creditor of the Company representing, in the aggregate, more than fifty percent (50%) enforcing its rights or remedies against any assets of the total combined voting power of all classes of the Company’s then-issued and outstanding securities by any person or entity or by Company in which such creditor holds a group of associated persons or entities acting in concertsecurity interest; provided, however, that a Change of Control will shall not be deemed to occur have occurred if such acquisition is initiated any of the above described events under (i), (ii) or (iii) occurs during or within twelve (12) months of the conclusion of the Bankruptcy Proceedings or as the result of, associated with or arising from action, order, agreement or plan of reorganization approved by the Employee or an entity in which the Employee owns fifty percent (50%) or more of the total combined voting power of all classes of such entity’s securities, or if the Employee or such entity is a member of the group of associated persons or entities acting in concert. In all cases, the determination of whether a Change of Control has occurred shall be made in accordance with Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations, notices and other guidance of general applicability issued thereunderBankruptcy Court.

Change of Control Defined. For purposes of this Agreement, a A “Change of Control” means: (i) the The consummation of any merger, consolidation, exchange, or reorganization to which the Company is a party if the individuals and entities who were stockholders of the Company immediately prior to the effective date of such transaction have, immediately following the effective date of such transaction, beneficial ownership (as defined in Rule 13d-3 under the Securities Exchange Act of 1934) of less than fifty percent (50%) of the total combined voting power of all classes of securities issued by the surviving entitycorporation; (ii) a The stockholders of the Company approve any plan or proposal for the liquidation of the Company; (iii) A sale, lease or other transfer of all or substantially all of the assets of the Company to any person or entity which is not an affiliate Affiliate of the Company; or (iiiiv) the The acquisition, without prior approval by resolution adopted by the Company’s Board of DirectorsBoard, of direct or indirect beneficial ownership (as defined in Rule 13d-3 under the Securities Exchange Act of 1934) of securities of the Company representing, in the aggregate, more than fifty percent (50%) or more of the total combined voting power of all classes of the Company’s then-issued and outstanding securities by any person or entity or by a group of associated persons or entities acting in concert; provided, however, that a Change of Control will not be deemed to occur if such acquisition is initiated by the Employee Participant or an entity in which the Employee Participant owns fifty percent (50%) or more of the total combined voting power of all classes of such entity’s securities, or if the Employee Participant or such entity is a member of the group of associated persons or entities acting in concert. In all cases, the determination of whether a Change of Control has occurred shall be made in accordance with Section 409A of the Internal Revenue Code of 1986, as amendedamended (the “Code”), and the regulations, notices and other guidance of general applicability issued thereunder.

Change of Control Defined. For purposes of this Agreement, a “A Change of Control” means: Control shall occur when: (ia) Any individual, entity or group (within the consummation meaning of any merger, consolidation, exchange, Section 13(d)(3) or reorganization to which the Company is a party if the individuals and entities who were stockholders 14(d)(2) of the Company immediately prior to the effective date of such transaction have, immediately following the effective date of such transaction, beneficial ownership (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) becomes the beneficial owner (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of less than fifty percent 50% or more of either (50%A) the then-outstanding shares of common stock of the total Company (the “Outstanding Company Common Stock”) or (B) the combined voting power of all classes the then-outstanding voting securities of securities issued by the surviving entityCompany entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that, for purposes of this Section, the following acquisitions shall not constitute a Change of Control: (i) any acquisition directly from the Company, (ii) any acquisition by the Company, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company, or (iv) any acquisition pursuant to a saletransaction that complies with Sections 10.2(c)(A), lease (B) and (C). (b) Individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual was a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other transfer actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; (c) There is consummation of a reorganization, merger, statutory share exchange or consolidation or similar transaction involving the Company or any of its subsidiaries, a sale or other disposition of all or substantially all of the assets of the Company, or the acquisition of assets or stock of another entity by the Company to or any person of its subsidiaries (each, a “Business Combination”), in each case unless, following such Business Combination, (A) all or entity which is not an affiliate substantially all of the Company; or (iii) individuals and entities that were the acquisition, without prior approval by resolution adopted by the Company’s Board of Directors, of direct or indirect beneficial ownership (as defined in Rule 13d-3 under the Securities Exchange Act of 1934) of securities owners of the Outstanding Company representingCommon Stock and the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, in the aggregatedirectly or indirectly, more than fifty percent (50%) % of the total then-outstanding shares of common stock (or, for a non-corporate entity, equivalent securities) and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors (or, for a non-corporate entity, equivalent governing body), as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity that, as a result of such transaction, owns the Company or all classes or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination of the Outstanding Company Common Stock and the Outstanding Company Voting Securities, as the case may be, (B) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the then-issued outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then-outstanding voting securities of such corporation, except to the extent that such ownership existed prior to the Business Combination, and outstanding securities by any person (C) at least a majority of the members of the board of directors (or, for a non-corporate entity, equivalent governing body) of the entity resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement or entity of the action of the Board providing for such Business Combination; or (d) The stockholders of the Company approve a complete liquidation or by a group dissolution of associated persons or entities acting in concert; providedthe Company. Notwithstanding the foregoing, however, if it is determined that a Change payment hereunder is subject to the requirements of Control Section 409A, the Company will not be deemed to occur if such acquisition is initiated by the Employee or an entity in which the Employee owns fifty percent (50%) or more of the total combined voting power of all classes of such entity’s securities, or if the Employee or such entity is a member of the group of associated persons or entities acting in concert. In all cases, the determination of whether have undergone a Change of Control has occurred shall be made unless the Company is deemed to have undergone a “change in accordance with control event” pursuant to the definition of such term in Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations, notices and other guidance of general applicability issued thereunder.409A.

Change of Control Defined. For purposes of this Agreement, a A “Change of Control” means: (i) the The consummation of any merger, consolidation, exchange, or reorganization to which the Company is a party if the individuals and entities who were stockholders of the Company immediately prior to the effective date of such transaction have, immediately following the effective date of such transaction, beneficial ownership (as defined in Rule 13d-3 under the Securities Exchange Act of 1934) of less than fifty percent (50%) of the total combined voting power of all classes of securities issued by the surviving entitycorporation; (ii) a A sale, lease or other transfer of all or substantially all of the assets of the Company to any person or entity which is not an affiliate Affiliate of the Company; or (iii) the The acquisition, without prior approval by resolution adopted by the Company’s Board of DirectorsBoard, of direct or indirect beneficial ownership (as defined in Rule 13d-3 under the Securities Exchange Act of 1934) of securities of the Company representing, in the aggregate, more than fifty percent (50%) or more of the total combined voting power of all classes of the Company’s then-issued and outstanding securities by any person or entity or by a group of associated persons or entities acting in concert; provided, however, that a Change of Control will not be deemed to occur if such acquisition is initiated by the Employee Participant or an entity in which the Employee Participant owns fifty percent (50%) or more of the total combined voting power of all classes of such entity’s securities, or if the Employee Participant or such entity is a member of the group of associated persons or entities acting in concert. In all cases, the determination of whether a Change of Control has occurred shall be made in accordance with Section 409A of the Internal Revenue Code of 1986, as amendedamended (the “Code”), and the regulations, notices and other guidance of general applicability issued thereunder.

Change of Control Defined. For purposes of this Agreement, a “"Change of Control” means: " (i) the consummation acquisition after the Effective Date by any individual, entity or group (within the meaning of any merger, consolidation, exchange, or reorganization to which the Company is a party if the individuals and entities who were stockholders Section 13(d)(3) of the Company immediately prior to the effective date of such transaction have, immediately following the effective date of such transaction, beneficial ownership (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act') of less than fifty percent beneficial ownership (50%) within the meaning of Rule 13d-3 under the Exchange Act), of securities of the total Company representing 20% or more of the combined voting power of all classes the then outstanding securities; provided, however, that the following acquisitions shall not constitute a Change of Control: (A) acquisition directly from the Company (excluding an acquisition by virtue of the exercise of a conversion privilege); (B) any acquisition by the Company; (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; or (D) any acquisition pursuant to a reorganization, merger or consolidation by any corporation owned or proposed to be owned, directly or indirectly, by shareholders of the Company if the shareholders' ownership of securities issued by of the surviving entitycorporation resulting from such transaction constitutes a majority of the ownership of securities of the resulting entity and at least a majority of the members of the board of directors of the corporation resulting from such transaction were members of the Incumbent Board as defined in this Agreement at the time of the execution of the initial agreement providing for such reorganization, merger or consolidation; or (ii) where individuals who, as of the Effective Date, constitute the Board of Directors of the Company (the "Incumbent Board") cease for any reason to constitute at least a salemajority of such Board of Directors; provided, lease however, that any individual becoming a director subsequent to the Effective Date whose election, or nomination for election by the shareholders was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-ll of Regulation 14A promulgated under the Exchange Act) or other transfer actual or threatened solicitation of proxies or consents by or on behalf of a person other than a member of the Board of Directors; or (iii) the Company consummates after the Effective Date: (A) a merger, statutory share exchange, or consolidation of the Company with any other corporation, except as provided in subparagraph (i)(D) of this section, or (B) the sale or other disposition of all or substantially all of the assets of the Company to any person or entity which is not an affiliate of the Company; or (iii) the acquisition, without prior approval by resolution adopted by the Company’s Board of Directors, of direct or indirect beneficial ownership (as defined in Rule 13d-3 under the Securities Exchange Act of 1934) of securities of the Company representing, in the aggregate, more than fifty percent (50%) of the total combined voting power of all classes of the Company’s then-issued and outstanding securities by any person or entity or by a group of associated persons or entities acting in concert; provided, however, that a Change of Control will not be deemed to occur if such acquisition is initiated by the Employee or an entity in which the Employee owns fifty percent (50%) or more of the total combined voting power of all classes of such entity’s securities, or if the Employee or such entity is a member of the group of associated persons or entities acting in concert. In all cases, the determination of whether a Change of Control has occurred shall be made in accordance with Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations, notices and other guidance of general applicability issued thereunder.

Change of Control Defined. For purposes of this Change of Control Agreement, a “Change of Control” means: shall be deemed to have taken place at the time: (ia) the consummation when any “person” or “group” of any merger, consolidation, exchange, or reorganization to which the Company is a party if the individuals and entities who were stockholders of the Company immediately prior to the effective date of such transaction have, immediately following the effective date of such transaction, beneficial ownership persons (as defined such terms are used in Rule 13d-3 under Section 13 and 14 of the Securities Exchange Act of 1934, as amended from time to time (the “Exchange Act”)), other than the Corporation or any employee benefit plan sponsored by the Corporation, becomes the “beneficial owner” (as such term is used in Section 13 of the Exchange Act) of less than fifty percent 25% or more of the total number of the Corporation common shares at the time outstanding; or (50%b) of the total approval by the vote of the Corporation’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 all classes of securities issued by the surviving entity; (ii) a sale, lease or other transfer of all or substantially all of the assets of the Company to any person or entity which is not an affiliate of the Company; or (iii) the acquisition, without prior approval by resolution adopted by the Company’s Board of Directors, of direct or indirect beneficial ownership (as defined in Rule 13d-3 under the Securities Exchange Act of 1934) of securities of the Company representing, Corporation or the Surviving Entity or Survivor Parent outstanding immediately after such merger or consolidation); sale of assets; liquidation; or reorganization in which the aggregate, more than fifty percent Corporation will not survive as a publicly owned corporation (50%) of the total combined voting power of all classes of transactions described above being collectively referred to as the Company’s then-issued and outstanding securities by any person or entity or by a group of associated persons or entities acting in concert“Transaction”); provided, however, provided that a Change of Control will not be deemed occur in the circumstances described above only if the Transaction is ultimately consummated; or (c) when the individuals who, at the beginning of any period of two years or less, constituted the Board of Directors of the Corporation cease, for any reason, to occur if such acquisition is initiated constitute at least a majority thereof, unless the election or nomination for election of each new director was approved by the Employee or an entity in which the Employee owns fifty percent (50%) or more vote of at least two-thirds of the total combined voting power of all classes directors then still in office who were directors at the beginning of such entity’s securities, or if the Employee or such entity is a member of the group of associated persons or entities acting in concert. In all cases, the determination of whether a Change of Control has occurred shall be made in accordance with Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations, notices and other guidance of general applicability issued thereunderperiod.

Change of Control Defined. For purposes of this Agreement, a “Change of Control” meansmeans the occurrence, in a single transaction, or in a series of related transactions, of any one or more of the following events: (ia) the consummation acquisition by any person or group of any merger, consolidation, exchange, or reorganization to which the Company is a party if the individuals persons (as such terms are defined and entities who were stockholders used in Sections 3(a)(9) and 14(d)(2) of the Company immediately prior to the effective date Securities Exchange Act of 1934, as amended (“Exchange Act”)) (such transaction haveperson or group of persons, immediately following the effective date an “Exchange Act Person”) of such transaction, beneficial ownership (as defined in Rule 13d-3 issued under the Securities Exchange Act of 1934) of less than fifty percent (50%) of the total combined voting power of all classes Act), directly or indirectly, of securities issued by the surviving entity; (ii) a sale, lease or other transfer of all or substantially all of the assets of the Company to any person or entity which is not an affiliate of the Company; or (iii) the acquisition, without prior approval by resolution adopted by the Company’s Board of Directors, of direct or indirect beneficial ownership (as defined in Rule 13d-3 under the Securities Exchange Act of 1934) of securities of the Company representing, in the aggregate, representing more than fifty percent (50%) of the total combined voting power of all classes the then outstanding voting securities of Employer or WashingtonFirst Bankshares, Inc. (the “Company”) entitled to vote generally in the election of directors (“Voting Securities”); (b) individuals who, on the Execution Date of this Agreement, are members of the Company’s then-issued and outstanding securities by Board of Directors of Employer (such individuals, “Employer Incumbent Board”) cease for any person or entity or by reason to constitute at least a group majority of associated persons or entities acting in concertthe members of such board; provided, however, that if the appointment or election (or nomination for election) of any new board members was approved or recommended by a Change majority vote of Control will not the members of the Employer Incumbent Board then still in office, such new member shall, for purposes of this Agreement, be deemed considered as a member of the Employer Incumbent Board; (c) individuals who, on the Execution Date, are members of the Board of Directors of the Company (such individuals, “Company Incumbent Board”) cease for any reason to occur constitute at least a majority of the members of such board; provided, however, that if the appointment or election (or nomination for election) of any new board members was approved or recommended by a majority vote of the members of the Company Incumbent Board then still in office, such acquisition is initiated by new member shall, for purposes of this Agreement, be considered as a member of the Employee Company Incumbent Board; (d) a reorganization, merger, or an entity in consolidation with respect to which those Exchange Act Persons who were beneficial owners of the Employee owns Voting Securities of Employer or of the Company immediately prior to such reorganization, merger, or consolidation do not, following such reorganization, merger, or consolidation, beneficially own, directly or indirectly, shares representing more than fifty percent (50%) or more of the total combined voting power of all classes the Voting Securities of the corporation resulting from such entity’s securitiesreorganization, merger, or if consolidation; (e) a plan of liquidation or dissolution of Employer or the Employee Company or such entity is similar event; or (f) a member sale or other disposition of all or substantially all the group assets of associated persons Employer or entities acting the Company; provided, however, that in concert. In all cases, the determination of whether no event shall a Change of Control has be deemed to have occurred shall be made in accordance with Section 409A as a result of any acquisition of securities or assets of Employer by Employer or the Internal Revenue Code of 1986Company, as amended, and or by any employee benefit plan maintained by Employer or the regulations, notices and other guidance of general applicability issued thereunderCompany.

Change of Control Defined. For purposes of this Agreement, a “and at any time during the term hereof, the term Change of Control” means: Control shall mean any of the following occurrences: (i) An acquisition (other than directly from the consummation Company) of any merger, consolidation, exchange, or reorganization to which the Company is a party if the individuals and entities who were stockholders voting securities of the Company immediately prior to (the effective date of such transaction have, immediately following the effective date of such transaction, beneficial ownership "Voting Securities") by any "Person" (as defined in Rule 13d-3 under the term person is used for purposes of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") immediately after which such Person has "Beneficial Ownership" (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of less than fifty sixty-seven percent (5067.0%) or more of the total combined voting power of all classes of securities issued by the surviving entity; Company's then outstanding Voting Securities; (ii) Approval by the board of directors or, if required due to the magnitude and materiality of the transaction, by the shareholders of the Company of: (1) a salemerger, lease consolidation or reorganization involving the Company; (2) a complete liquidation or dissolution of the Company; or (3) an agreement for the sale or other transfer disposition of all or substantially all (as defined herein below) of the assets of the Company to any person or entity which is not an affiliate Person; or (iii) Approval by the board of directors or, if required due to the magnitude and materiality of the transaction, by the shareholders of the Company; or (iii) the acquisition, without prior approval by resolution adopted by the Company’s Board of Directors, of direct the sale of either the stock or indirect beneficial ownership substantially all (as defined in Rule 13d-3 under the Securities Exchange Act of 1934herein below) of securities the assets of The Heart Institute of Port St. Lucie, Inc., a subsidiary of the Company representing, in (hereinafter the aggregate, more than fifty "Business Unit"). (iv) For purposes of this Agreement the term "substantially all" shall include but not be limited to any disposition of a Business Unit or series of dispositions of Business Units or other assets that collectively generated at least sixty-seven percent (5067.0%) of the total combined voting power of all classes of the Company’s then-issued and outstanding securities by any person Business Unit's revenues or entity or by a group of associated persons or entities acting in concert; provided, however, that a Change of Control will not be deemed to occur if such acquisition is initiated profits (as measured by the Employee or an entity in Business Unit's June 30, 1999 financial statements, a copy of which the Employee owns fifty percent (50%) or more of the total combined voting power of all classes of such entity’s securities, or if the Employee or such entity is a member of the group of associated persons or entities acting in concert. In all cases, the determination of whether a Change of Control has occurred shall be made in accordance with Section 409A of the Internal Revenue Code of 1986, are attached hereto as amended, and the regulations, notices and other guidance of general applicability issued thereunderExhibit 1.2.

Change of Control Defined. For purposes of this Agreement, a A “Change of Control” means: (i) the consummation of any merger, consolidation, exchange, or reorganization to which the Company is a party if the individuals and entities who were stockholders of the Company immediately prior to the effective date of such transaction have, immediately following the effective date of such transaction, beneficial ownership (as defined in Rule 13d-3 under the Securities Exchange Act of 1934) of less than fifty percent (50%) or less of the total combined voting power of all classes of securities issued by the surviving entitycorporation; (ii) a sale, lease or other transfer sale of all or substantially all of the assets of the Company to any person or entity which is not an affiliate of the Company; or (iii) the acquisition, without prior approval by resolution adopted by the Company’s Board of DirectorsBoard, of direct or indirect beneficial ownership (as defined in Rule 13d-3 under the Securities Exchange Act of 1934) of securities of the Company representing, in the aggregate, more than fifty percent (50%) or more of the total combined voting power of all classes of the Company’s then-issued and outstanding securities by any person or entity or by a group of associated persons or entities acting in concert; provided, however, that a Change of Control will not be deemed to occur if such acquisition is initiated by the Employee Executive or an entity in which the Employee Executive owns fifty percent (50%) or more of the total combined voting power of all classes of such entity’s securities, or if the Employee Executive or such entity is a member of the group of associated persons or entities acting in concert. In all cases, the determination of whether a Change of Control has occurred shall be made in accordance with Section 409A of the Internal Revenue Code of 1986, as amendedamended (the “Code”), and the regulations, notices and other guidance of general applicability issued thereunder.