Common use of Definition of Change of Control Clause in Contracts

Definition of Change of Control. For purposes of this Agreement, the term "Change of Control" shall mean a change of control (other than one occurring by reason of an acquisition of the Corporation and/or the Bank by Executive) of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A or any successor rule or regulation promulgated under the Securities Exchange Act of 1934, as amended (the "Act"); provided that, without limiting the foregoing, a Change of Control shall be deemed to have occurred if:

Definition of Change of Control. For purposes of this Agreementhereof, the term "“Change of Control" shall mean a change of control (other than one occurring by reason of an acquisition of ” has the Corporation and/or the Bank by Executive) of a nature that would be required meaning ascribed to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A or any successor rule or regulation promulgated such term under the Securities Exchange Act of 1934Company’s 2021 Incentive Award Plan, as amended from time to time (the "Act"“Plan”); provided thatprovided, without limiting that such transaction must also constitute a “change in control event” within the foregoing, a Change meaning of Control shall be deemed to have occurred if:Treasury Regulation Section 1.409A-3(i)(5).

Definition of Change of Control. For purposes of As used in this Agreement, the term "“Change of in Control" ” shall mean a change of in control (other than one occurring by reason of an acquisition of the Corporation and/or the or Bank by Executive) wherein the Board of a nature Directors certifies that would be required to be reported in response to Item 6(e) one of Schedule 14A of Regulation 14A or any successor rule or regulation promulgated under the Securities Exchange Act of 1934, as amended (the "Act"); provided that, without limiting the foregoing, a Change of Control shall be deemed to have occurred iffollowing has occurred:

Definition of Change of Control. For purposes of this Agreement, the term "a “Change of Control" ” shall mean a “change of in control (other than one occurring by reason of an acquisition event” within the meaning of the Corporation and/or default rules under Section 409A of the Bank by Executive) U.S. Internal Revenue Code of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A or any successor rule or regulation promulgated under the Securities Exchange Act of 19341986, as amended amended, and the regulations and guidance promulgated thereunder (“Section 409A”). The obligations of the "Act"); provided that, without limiting Company pursuant to this Section 5 shall survive any termination of this Agreement or the foregoing, a Change of Control shall be deemed to have occurred if:Executive’s employment.

Definition of Change of Control. For purposes of this Agreement, the term "a “Change of Control" ” shall mean a change of control (other than one occurring by reason of an acquisition of the Corporation and/or the Bank by Executive) Company of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A or any successor rule or regulation promulgated under the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”), whether or not the Company is in fact required to comply therewith; provided provided, that, without limiting the foregoinglimitation, such a Change change of Control control shall be deemed to have occurred if:

Definition of Change of Control. For purposes of this Agreement, the term "Change of Control" shall mean a mean: A change of in control (other than one occurring by reason of an acquisition of the Corporation and/or the Bank by Executive) of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A or and any successor rule or regulation promulgated under the Securities Exchange Act of 1934, as amended 1934 (the "Exchange Act")) if Corporation were subject to the Exchange Act reporting requirements; provided that, without limiting the foregoing, such a Change of Control change in control shall be deemed to have occurred if:;

Definition of Change of Control. For purposes of this Agreement, the term "“Change of Control" ” shall mean a change of control (other than one occurring by reason of an acquisition of the Corporation and/or the Bank by Executive) of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A or any successor rule or regulation promulgated under the Securities Exchange Act of 1934, as amended (the "“Act"”); provided that, without limiting the foregoing, a Change of Control shall be deemed to have occurred if:

Definition of Change of Control. For purposes of this Agreement, the term "a “Change of in Control" ” shall mean a change of in control (other than one occurring by reason of an acquisition of the Corporation and/or occurring after the Bank by Executive) date hereof that is of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A or any successor rule or regulation promulgated under the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”), whether or not the Corporation is in fact required to comply therewith; provided provided, that, without limiting the foregoinglimitation, such a Change of Control change in control shall be deemed to have occurred ifin the following circumstances:

Definition of Change of Control. For purposes of this Agreement, the term "Change of Control" shall mean a change of control (other than one occurring by reason of an acquisition of the Corporation and/or the Bank by Executive) of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A or any successor rule or regulation promulgated under the Securities Exchange Act of 1934, as amended (the "Act"); provided that, without limiting the foregoing, a Change of Control shall be deemed to have occurred if:

Definition of Change of Control. For purposes of this Agreement, the term "A “Change of Control" ” shall mean a change of control be deemed to have occurred upon (other than one occurring by reason of an acquisition of the Corporation and/or the Bank by Executivei) any “Person” or “Group” (as defined in or pursuant to Sections 13(d) and 14(d) of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A or any successor rule or regulation promulgated under the Securities Exchange Act of 1934, as amended (the "“1934 Act"”); provided that, without limiting the foregoingbut not including Bancorp, a Change any subsidiary of Control shall be deemed to have occurred if:Bancorp, or any “employee benefit plan” (as defined in or

Definition of Change of Control. For purposes of this Agreement, the term "A “Change of Control" ” shall mean a change of control be deemed to have occurred upon (other than one occurring by reason of an acquisition of the Corporation and/or the Bank by Executivei) any “Person” or “Group” (as defined in or pursuant to Sections 13(d) and 14(d) of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A or any successor rule or regulation promulgated under the Securities Exchange Act of 1934, as amended (the "“1934 Act"”); provided that, without limiting but not including Bancorp, any subsidiary of Bancorp, or any “employee benefit plan” (as defined in or pursuant to the foregoingEmployee Retirement Income Security Act of 1974, a Change of Control shall be deemed to have occurred if:29 U.S.C. § 1002(3), and as

Definition of Change of Control. For purposes of this Agreement, the term "Change of Control" shall mean a mean: A change of in control (other than one occurring by reason of an acquisition of the Corporation and/or the Bank by Executive) of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A or and any successor rule or regulation promulgated under the Securities Exchange Act of 1934, as amended 0000 (the xxx "ActXxxxxxxx Xxx"); provided that, without limiting the foregoinglimitation, such a Change of Control change in control shall be deemed to have occurred if:if (a) any "person" (as such term is used in Sections 13(d) and

Definition of Change of Control. For purposes of this Agreement, the term ------------------------------- a "Change of in Control" shall mean a change of in control (other than one occurring by reason of an acquisition of the Corporation and/or the Bank by Executive) of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A or any successor rule or regulation promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), whether or not the Corporation is in fact required to comply therewith; provided provided, that, without limiting the foregoinglimitation, such a Change of Control change in control shall be deemed to have occurred if:

Definition of Change of Control. For purposes of As used in this Agreement, the term "“Change of Control" ” shall mean a mean: A change of control (other than one occurring by reason of an acquisition of the Corporation and/or the Bank by Executive) wherein the Board of a nature Directors certifies that would be required to be reported in response to Item 6(e) one of Schedule 14A of Regulation 14A or any successor rule or regulation promulgated under the Securities Exchange Act of 1934, as amended (the "Act"); provided that, without limiting the foregoing, a Change of Control shall be deemed to have occurred iffollowing has occurred: