Exception for Change in Control and Retirement. Notwithstanding the general rule contained in Section 7.01(a), all Plan Shares subject to a Plan Share Award held by a Recipient shall be deemed to be earned in the event of a “change in control” or the date the Recipient becomes eligible for Retirement. A “change in control” shall mean a change in the ownership of the Corporation or the Bank, a change in the effective control of the Corporation or the Bank or a change in the ownership of a substantial portion of the assets of the Corporation or the Bank, in each case as provided under Section 409A of the Code and the regulations thereunder.
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Samples: Esb Financial Corp, Esb Financial Corp, Esb Financial Corp