Common use of Termination Upon Change in Control Clause in Contracts

Termination Upon Change in Control. (1) For the purposes of this Agreement, a "Change in Control" shall mean any of the following events: (a) An acquisition (other than directly from the Company) of any voting securities of the Company (the "Voting Securities") other than in a "Non-Control Acquisition" (as defined below) by any "Person" (as the term "person" is used for purposes of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended, (the "1934 Act")) which results in such Person first attaining "Beneficial Ownership" (within the meaning of Rule 13d-3 promulgated under the 0000 Xxx) of fifty-one percent (51%) or more of the combined voting power of the Company's then outstanding Voting Securities. For purposes of the foregoing, a "Non-Control Acquisition" shall mean an acquisition by (i) an employee benefit plan (or a trust forming a part thereof) maintained by (x) the Company or (y) any corporation or other Person of which a majority of its voting power or its equity securities or equity interest is owned directly or indirectly by the Company (a "Subsidiary"), or (ii) the Company or any Subsidiary. (b) The individuals who, as of the date of this Agreement, were members of the Board (the "Incumbent Board") cease for any reason to constitute at least 662/3% of the Board; provided, however, that if the election, or a nomination for election by the Company's shareholders, of any new director was approved by a vote of at least 662/3% of the Incumbent Board, such new director shall be considered as a member of the Incumbent Board; provided further, however, that no individual shall be considered a member of the Incumbent Board if such individual initially assumed office as a result of either an actual or threatened "Election Contest" (as described in Rule 14a-11 promulgated under the 0000 Xxx) or other actual or threatened solicitation of the proxies or consents by or on behalf of a Person other than the Board (a "Proxy Contest") including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest; or (c) The consummation of a transaction approved by the Company's shareholders and involving: (1) a merger, consolidation or reorganization in which the Company is a constituent corporation, unless (i) the shareholders of the Company, immediately before such merger, consolidation or reorganization, own, directly or indirectly immediately following such merger, consolidation or reorganization, at least sixty-six and two-thirds percent (662/3%) of the combined voting power of the outstanding voting securities of the corporation resulting from such merger, consolidation or reorganization (the "Surviving Corporation") in substantially the same proportion as their ownership of the voting securities immediately before such merger, consolidation or reorganization, (ii) the individuals who were members of the Incumbent Board immediately prior to the execution of the agreement providing for such merger, consolidation or reorganization constitute at least 662/3% of the members of the board of directors of the Surviving Corporation, and (iii) no Person other than (w) the Company, (x) any Subsidiary, (y) any employee benefit plan (or any trust forming a part thereof) maintained by the Company, the Surviving Corporation or any Subsidiary, or (z) any Person who, immediately prior to such merger, consolidation or reorganization had Beneficial Ownership of fifty-one percent (51%) or more of the then outstanding Voting Securities, has Beneficial Ownership of fifty-one percent (51%) or more of the combined voting power of the Surviving Corporation's then outstanding voting securities (a transaction described in clauses (i) and (ii) shall herein be referred to as a "Non-Control Transaction"); (2) a complete liquidation or dissolution of the Company; or (3) an agreement for the sale or other disposition of all or substantially all of the assets of the Company to any Person (other than a transfer to a Subsidiary). (d) Notwithstanding the foregoing, a Change in Control shall not be deemed to occur solely because the level of Beneficial Ownership held by any Person (the "Subject Person") exceeds the designated percentage threshold of the outstanding Voting Securities as a result of a repurchase or other acquisition of Voting Securities by the Company reducing the number of shares outstanding, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acquisition of Voting Securities by the Company, and after such share acquisition, the Subject Person becomes the Beneficial Owner of any additional Voting Securities which, assuming the repurchase or other acquisition had not occurred, increases the percentage of the then outstanding Voting Securities Beneficially Owned by the Subject Person over the designated percentage threshold, then a Change in Control shall occur. (2) The Executive shall have the right to terminate this Agreement, for any reason, on thirty (30) days' written notice to the Company in the event of a Change in Control; provided, however, that such termination right must be exercised by the Executive within one year following such Change in Control. Any termination of the Term by the Company within one year following a Change in Control shall be deemed a termination by the Executive pursuant to the preceding sentence. (3) In the event the Term is terminated by the Executive pursuant to Subsection 6.E.(2) for any reason, the Company shall provide the Executive the following benefits:

Termination Upon Change in Control. (1) For the purposes of this Agreement, a "“Change in Control" shall ” is defined to mean any the earlier occurrence of one of the following events: , whether by a single transaction or in a series of related transactions: (ai) An a merger, consolidation or similar transaction involving (directly or indirectly) the Company and, immediately after the consummation of such merger, consolidation or similar transaction, the stockholders of the Company immediately prior thereto do not own, directly or indirectly, outstanding voting securities representing more than fifty percent (50%) of the combined outstanding voting power of the surviving entity in such merger, consolidation or similar transaction or more than fifty percent (50%) of the combined outstanding voting power of the parent of the surviving entity in such merger, consolidation or similar transaction; (ii) a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the Company and its subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the Company and its subsidiaries to an entity, of more than fifty percent (50%) of the combined voting power of 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 such sale, lease, license or other disposition; or (iii) the acquisition by any Person (other than directly from any employee benefit plan, or related trust, sponsored or maintained by the Company) of any voting securities of the Company (the "Voting Securities") other than in a "Non-Control Acquisition" as Beneficial Owner (as ‘Person’ and ‘Beneficial Owner’ are defined below) by any "Person" (as the term "person" is used for purposes of Section 13(d) or 14(d) of in the Securities Exchange Act of 1934, as amended, (or the "1934 Act"rules and regulations thereunder)) which results in such Person first attaining "Beneficial Ownership" (within , directly or indirectly, of securities of the meaning of Rule 13d-3 promulgated under the 0000 Xxx) of fifty-one Company representing 20 percent (5120%) or more of the combined total voting power of represented by the Company's ’s then outstanding Voting Securitiesvoting securities. For purposes If Employee’s employment is terminated by the Company or its successor without Cause during the Term of this Agreement upon or within one hundred twenty (120) days after a Change in Control, Employee shall be paid Employee’s then current salary earned through the foregoingdate of termination, in addition to any accrued but unused vacation, and Employee shall be reimbursed for any business expenses incurred by Employee in accordance with Section 5, above. Employee shall be entitled to no further compensation or benefits, provided, however, that that if the Company or its successor terminates Employee’s employment without Cause during the Term of this Agreement upon a "Non-Change in Control Acquisition" shall mean an acquisition or within one hundred twenty (120) days after a Change in Control, and if in connection with the termination of his employment by the Company Employee executes a “Waiver and Release Agreement” in the form attached hereto as Attachment “A, and if that “Waiver and Release Agreement” is not revoked by Employee pursuant to its terms and becomes effective and enforceable, then (i) an employee benefit plan (or a trust forming a part thereof) maintained by (x) the Company or shall be obligated to pay Employee the total gross amount (ythe “Section 8.4(i) Amount”) equal to Employee’s salary for the remainder of the Term (at the annual rate payable at the time of such termination) plus an annual bonus for each of the remaining Fiscal Years in the Term equal to the highest amount of the bonus specified in Section 4.2, above, that was earned by Employee in any corporation or other Person Fiscal Year in the Term prior to Employee’s termination, less bonus amounts already paid for the Fiscal Year of which a majority of its voting power or its equity securities or equity interest is owned directly or indirectly by the Company (a "Subsidiary")termination, or and (ii) the Company or any Subsidiary. (b) The individuals whowill, as at its own expense, accelerate the vesting of all Company stock options and restricted Company stock held by the Employee, provided that such acceleration is allowed by the terms of the date of this Agreement, were members of the Board (the "Incumbent Board") cease for any reason to constitute at least 662/3% of the Board; provided, however, that if the election, or a nomination for election by Restricted Stock Agreements and the Company's shareholders, of any new director was approved by a vote of at least 662/3% of the Incumbent Board, such new director shall be considered as a member of the Incumbent Board; provided further, however, that no individual shall be considered a member of the Incumbent Board if such individual initially assumed office as a result of either an actual or threatened "Election Contest" (as described ’s Incentive Award Plan. The payments and benefits specified in Rule 14a-11 promulgated under the 0000 Xxx) or other actual or threatened solicitation of the proxies or consents by or on behalf of a Person other than the Board (a "Proxy Contest") including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest; or (c) The consummation of a transaction approved by the Company's shareholders and involving: (1) a merger, consolidation or reorganization in which the Company is a constituent corporation, unless (i) the shareholders of the Company, immediately before such merger, consolidation or reorganization, own, directly or indirectly immediately following such merger, consolidation or reorganization, at least sixty-six and two-thirds percent (662/3%) of the combined voting power of the outstanding voting securities of the corporation resulting from such merger, consolidation or reorganization (the "Surviving Corporation") in substantially the same proportion as their ownership of the voting securities immediately before such merger, consolidation or reorganization, (ii) the individuals who were members of the Incumbent Board immediately prior to the execution of the agreement providing for such merger, consolidation or reorganization constitute at least 662/3% of the members of the board of directors of the Surviving Corporation, and (iii) no Person other than (w) the Company, (x) any Subsidiary, (y) any employee benefit plan (or any trust forming a part thereof) maintained by the Company, the Surviving Corporation or any Subsidiary, or (z) any Person who, immediately prior to such merger, consolidation or reorganization had Beneficial Ownership of fifty-one percent (51%) or more of the then outstanding Voting Securities, has Beneficial Ownership of fifty-one percent (51%) or more of the combined voting power of the Surviving Corporation's then outstanding voting securities (a transaction described in clauses (i) and (ii) shall herein be referred to as a "Non-Control Transaction"); (2) a complete liquidation or dissolution of the preceding sentence will not be made, the “Waiver and Release Agreement” will become null and void, and Employee will not be entitled to any payments or benefits other than those specified in the first sentence of this Section 8.4, unless and until each of the following four conditions are satisfied: (a) Employee executes the “Waiver and Release Agreement” within twenty-one (21) days after receiving it, (b) Employee returns the executed “Waiver and Release Agreement” to the Company no later than five (5) working days after executing it, (c) the “Waiver and Release Agreement” by its terms becomes effective and enforceable after the seven (7) day revocation period specified in the “Waiver and Release Agreement” has expired without revocation by Employee, and (d) Employee returns all Records (as defined in Section 10, below) to the Company no later than five (5) working days after the termination of his employment. Moreover, Employee acknowledges and agrees that, if the Section 8.4(i) Amount exceeds the Separation Pay Limitation, then the maximum amount which would not exceed the Separation Pay Limitation shall be paid in one lump-sum payment on the first Company payroll date which follows the end of the month in which occurs the last of the events specified in (a)-(d) of the immediately preceding sentence. The balance of the Section 8.4(i) Amount shall be paid in one lump-sum payment that is payable on the Company; ’s first payroll date no earlier than six (6) months and one (1) day after the termination of Employee’s employment, and no later than seven (7) months after the termination of Employee’s employment. The payments and benefits under this Section 8.4 shall be in lieu of any payments or (3) an agreement for benefits due under Section 8.3. Notwithstanding the sale foregoing or any other disposition provision of all this Agreement, if any part or substantially all of the assets payments or benefits specified in this Section 8.4 are subject to taxation under Section 280G or Section 409A of the Company to any Person (other than a transfer to a Subsidiary). (d) Notwithstanding the foregoingInternal Revenue Code, a Change in Control shall not be deemed to occur solely because the level of Beneficial Ownership held by any Person (the "Subject Person") exceeds the designated percentage threshold of the outstanding Voting Securities as a result of a repurchase or other acquisition of Voting Securities by the Company reducing the number of shares outstanding, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acquisition of Voting Securities determined by the Company, and after such share acquisition, with the Subject Person becomes the Beneficial Owner advice of any additional Voting Securities which, assuming the repurchase its independent accounting firm or other acquisition had not occurred, increases the percentage of the then outstanding Voting Securities Beneficially Owned by the Subject Person over the designated percentage thresholdtax advisors, then a Change the payments or benefits shall be subject to modification as set forth hereafter in Control shall occur. (2) The Executive shall have the right to terminate Section 18 or Section 19 of this Agreement, for any reason, on thirty (30) days' written notice to the Company in the event of a Change in Control; provided, however, that such termination right must be exercised by the Executive within one year following such Change in Control. Any termination of the Term by the Company within one year following a Change in Control shall be deemed a termination by the Executive pursuant to the preceding sentence. (3) In the event the Term is terminated by the Executive pursuant to Subsection 6.E.(2) for any reason, the Company shall provide the Executive the following benefits:

Termination Upon Change in Control. (1) For the purposes of this Agreement, a "“Change in Control" shall ” is defined to mean any the earlier occurrence of one of the following events: , whether by a single transaction or in a series of related transactions: (ai) An a merger, consolidation or similar transaction involving (directly or indirectly) the Company and, immediately after the consummation of such merger, consolidation or similar transaction, the stockholders of the Company immediately prior thereto do not own, directly or indirectly, outstanding voting securities representing more than fifty percent (50%) of the combined outstanding voting power of the surviving entity in such merger, consolidation or similar transaction or more than fifty percent (50%) of the combined outstanding voting power of the parent of the surviving entity in such merger, consolidation or similar transaction; (ii) a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the Company and its subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the Company and its subsidiaries to an entity as to which more than fifty percent (50%) of the combined voting power of the voting securities are owned by stockholders of the Company after such sale, lease, license or other disposition in substantially the same proportions as their ownership of the Company immediately prior to such sale, lease, license or other disposition; or (iii) the acquisition by any Person (other than directly from any employee benefit plan, or related trust, sponsored or maintained by the Company) of any voting securities of the Company (the "Voting Securities") other than in a "Non-Control Acquisition" as Beneficial Owner (as ‘Person’ and ‘Beneficial Owner’ are defined below) by any "Person" (as the term "person" is used for purposes of Section 13(d) or 14(d) of in the Securities Exchange Act of 1934, as amended, (or the "1934 Act"rules and regulations thereunder)) which results in such Person first attaining "Beneficial Ownership" (within , directly or indirectly, of securities of the meaning of Rule 13d-3 promulgated under the 0000 Xxx) of fifty-one Company representing 20 percent (5120%) or more of the combined total voting power of represented by the Company's ’s then outstanding Voting Securitiesvoting securities. For purposes of the foregoing, a "Non-Control Acquisition" shall mean an acquisition If Employee’s employment is terminated by (i) an employee benefit plan (or a trust forming a part thereof) maintained by (x) the Company or (y) any corporation or other Person of which a majority of its voting power or its equity securities or equity interest is owned directly or indirectly by successor without Cause during the Company (a "Subsidiary"), or (ii) the Company or any Subsidiary. (b) The individuals who, as of the date Term of this AgreementAgreement upon or within one hundred twenty (120) days after a Change in Control, were members Employee shall be paid Employee’s then current salary earned through the Date of the Board (the "Incumbent Board") cease Termination, in addition to any accrued but unused vacation, and Employee shall be reimbursed for any reason business expenses incurred by Employee in accordance with Section 5, above. Employee shall be entitled to constitute at least 662/3% of the Board; no further compensation or benefits, provided, however, that that if the election, Company or a nomination for election by its successor terminates Employee’s employment without Cause during the Company's shareholders, Term of any new director was approved by a vote of at least 662/3% of the Incumbent Board, such new director shall be considered as a member of the Incumbent Board; provided further, however, that no individual shall be considered a member of the Incumbent Board if such individual initially assumed office as a result of either an actual or threatened "Election Contest" (as described in Rule 14a-11 promulgated under the 0000 Xxx) or other actual or threatened solicitation of the proxies or consents by or on behalf of a Person other than the Board (a "Proxy Contest") including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest; or (c) The consummation of a transaction approved by the Company's shareholders and involving: (1) a merger, consolidation or reorganization in which the Company is a constituent corporation, unless (i) the shareholders of the Company, immediately before such merger, consolidation or reorganization, own, directly or indirectly immediately following such merger, consolidation or reorganization, at least sixty-six and two-thirds percent (662/3%) of the combined voting power of the outstanding voting securities of the corporation resulting from such merger, consolidation or reorganization (the "Surviving Corporation") in substantially the same proportion as their ownership of the voting securities immediately before such merger, consolidation or reorganization, (ii) the individuals who were members of the Incumbent Board immediately prior to the execution of the agreement providing for such merger, consolidation or reorganization constitute at least 662/3% of the members of the board of directors of the Surviving Corporation, and (iii) no Person other than (w) the Company, (x) any Subsidiary, (y) any employee benefit plan (or any trust forming a part thereof) maintained by the Company, the Surviving Corporation or any Subsidiary, or (z) any Person who, immediately prior to such merger, consolidation or reorganization had Beneficial Ownership of fifty-one percent (51%) or more of the then outstanding Voting Securities, has Beneficial Ownership of fifty-one percent (51%) or more of the combined voting power of the Surviving Corporation's then outstanding voting securities (a transaction described in clauses (i) and (ii) shall herein be referred to as a "Non-Control Transaction"); (2) a complete liquidation or dissolution of the Company; or (3) an agreement for the sale or other disposition of all or substantially all of the assets of the Company to any Person (other than a transfer to a Subsidiary). (d) Notwithstanding the foregoing, this Agreement upon a Change in Control shall not be deemed to occur solely because the level of Beneficial Ownership held by any Person or within one hundred twenty (the "Subject Person"120) exceeds the designated percentage threshold of the outstanding Voting Securities as a result of a repurchase or other acquisition of Voting Securities by the Company reducing the number of shares outstanding, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acquisition of Voting Securities by the Company, and days after such share acquisition, the Subject Person becomes the Beneficial Owner of any additional Voting Securities which, assuming the repurchase or other acquisition had not occurred, increases the percentage of the then outstanding Voting Securities Beneficially Owned by the Subject Person over the designated percentage threshold, then a Change in Control shall occur. (2) The Executive shall have the right to terminate this Agreement, for any reason, on thirty (30) days' written notice to the Company in the event of a Change in Control; provided, however, that such termination right must be exercised by and if in connection with the Executive within one year following such Change in Control. Any termination of the Term his employment by the Company within one year following Employee executes a Change “Waiver and Release Agreement” in Control shall be deemed a termination the form attached hereto as Attachment “A, and if that “Waiver and Release Agreement” is not revoked by the Executive Employee pursuant to the preceding sentence. (3) In the event the Term is terminated by the Executive pursuant to Subsection 6.E.(2) for any reasonits terms and becomes effective and enforceable, the Company shall provide the Executive the following benefitsthen:

Termination Upon Change in Control. (1) For the purposes of this Agreement, Following a "Change in Control" , this Agreement and Executive’s employment hereunder may be terminated in accordance with Section 5(a), (b), or (c) by delivering written notice of termination to the other Party no less than thirty (30) days before the Termination Date. (i) A “Change in Control” shall mean any be deemed to have occurred upon the first to occur of the following events: following: (aA) An acquisition any “person” (other than directly from within the Company) of any voting securities of the Company (the "Voting Securities") other than in a "Non-Control Acquisition" (as defined below) by any "Person" (as the term "person" is used for purposes meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended, 1934 (the "“1934 Act"”)) which results ), other than a trustee or other fiduciary holding securities under an employee benefit plan of First Busey or a corporation owned directly or indirectly by the stockholders of First Busey in such Person first attaining "Beneficial Ownership" substantially the same proportions as their ownership of stock of First Busey, is or becomes a “beneficial owner” (within the meaning of Rule 13d-3 promulgated under the 0000 Xxx) of fifty-one percent (51%) or more of the combined voting power of the Company's then outstanding Voting Securities. For purposes of the foregoing, a "Non-Control Acquisition" shall mean an acquisition by (i) an employee benefit plan (or a trust forming a part thereof) maintained by (x) the Company or (y) any corporation or other Person of which a majority of its voting power or its equity securities or equity interest is owned directly or indirectly by the Company (a "Subsidiary"1934 Act), or (ii) the Company or any Subsidiary. (b) The individuals who, as of the date of this Agreement, were members of the Board (the "Incumbent Board") cease for any reason to constitute at least 662/3% of the Board; provided, however, that if the election, or a nomination for election by the Company's shareholders, of any new director was approved by a vote of at least 662/3% of the Incumbent Board, such new director shall be considered as a member of the Incumbent Board; provided further, however, that no individual shall be considered a member of the Incumbent Board if such individual initially assumed office as a result of either an actual or threatened "Election Contest" (as described in Rule 14a-11 promulgated under the 0000 Xxx) or other actual or threatened solicitation of the proxies or consents by or on behalf of a Person other than the Board (a "Proxy Contest") including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest; or (c) The consummation of a transaction approved by the Company's shareholders and involving: (1) a merger, consolidation or reorganization in which the Company is a constituent corporation, unless (i) the shareholders of the Company, immediately before such merger, consolidation or reorganization, own, directly or indirectly immediately following such mergerindirectly, consolidation or reorganization, at least sixty-six and two-thirds of securities representing more than fifty percent (662/350%) of the combined voting power of the then outstanding voting securities of First Busey; (B) during any period of twelve (12) consecutive months, the corporation resulting from individuals who at the beginning of such mergerperiod constitute the Board (and any new director whose election by the Board or nomination for election by First Busey’s stockholders was approved by a vote of at least a majority of the directors when still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board; or (C) the consummation of (1) a merger or consolidation of First Busey with any other corporation, other than a merger or consolidation or reorganization (the "Surviving Corporation") that would result in substantially the same proportion as their ownership of the voting securities of First Busey outstanding immediately before such merger, consolidation prior thereto continuing to represent (either by remaining outstanding or reorganization, (ii) the individuals who were members by being converted into voting securities of the Incumbent Board immediately prior to the execution surviving entity) more than fifty percent (50%) of the agreement providing for such merger, consolidation or reorganization constitute at least 662/3% of the members of the board of directors of the Surviving Corporation, and (iii) no Person other than (w) the Company, (x) any Subsidiary, (y) any employee benefit plan (or any trust forming a part thereof) maintained total voting power represented by the Company, the Surviving Corporation or any Subsidiary, or (z) any Person who, immediately prior to such merger, consolidation or reorganization had Beneficial Ownership of fifty-one percent (51%) or more of the then outstanding Voting Securities, has Beneficial Ownership of fifty-one percent (51%) or more of the combined voting power of the Surviving Corporation's then outstanding voting securities (a transaction described in clauses (i) and (ii) shall herein be referred to as a "Non-Control Transaction")of First Busey or such surviving entity outstanding immediately after such merger or consolidation; or (2) a complete liquidation or dissolution of the Company; of, or (3) an agreement for the sale or other disposition of all or substantially all of the assets of the Company to any Person (other than a transfer to a Subsidiary)of, First Busey. (dii) Notwithstanding the foregoingSection 5(d)(i), a Change in Control shall not be deemed to occur solely because have occurred if Executive agrees in writing that the level of Beneficial Ownership held by any Person (the "Subject Person") exceeds the designated percentage threshold of the outstanding Voting Securities as a result of a repurchase transaction or other acquisition of Voting Securities by the Company reducing the number of shares outstanding, provided that if event in question does not constitute a Change in Control would occur (but for the operation purposes of this sentence) as a result of the acquisition of Voting Securities by the Company, and after such share acquisition, the Subject Person becomes the Beneficial Owner of any additional Voting Securities which, assuming the repurchase or other acquisition had not occurred, increases the percentage of the then outstanding Voting Securities Beneficially Owned by the Subject Person over the designated percentage threshold, then a Change in Control shall occurAgreement. (2) The Executive shall have the right to terminate this Agreement, for any reason, on thirty (30) days' written notice to the Company in the event of a Change in Control; provided, however, that such termination right must be exercised by the Executive within one year following such Change in Control. Any termination of the Term by the Company within one year following a Change in Control shall be deemed a termination by the Executive pursuant to the preceding sentence. (3) In the event the Term is terminated by the Executive pursuant to Subsection 6.E.(2) for any reason, the Company shall provide the Executive the following benefits:

Termination Upon Change in Control. (1) For the purposes of this Agreement, Following a "Change in Control" , this Agreement and Executive’s employment hereunder may be terminated in accordance with Section 4(a), (b), or (c) by delivering written notice of termination to the other Party no less than thirty (30) days before the Termination Date. (i) A “Change in Control” shall mean any be deemed to have occurred upon the first to occur of the following events: following: (aA) An acquisition any “person” (other than directly from within the Company) of any voting securities of the Company (the "Voting Securities") other than in a "Non-Control Acquisition" (as defined below) by any "Person" (as the term "person" is used for purposes meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended, 1934 (the "“1934 Act"”)) which results ), other than a trustee or other fiduciary holding securities under an employee benefit plan of First Busey or a corporation owned directly or indirectly by the stockholders of First Busey in such Person first attaining "Beneficial Ownership" substantially the same proportions as their ownership of stock of First Busey, is or becomes a “beneficial owner” (within the meaning of Rule 13d-3 promulgated under the 0000 Xxx) of fifty-one percent (51%) or more of the combined voting power of the Company's then outstanding Voting Securities. For purposes of the foregoing, a "Non-Control Acquisition" shall mean an acquisition by (i) an employee benefit plan (or a trust forming a part thereof) maintained by (x) the Company or (y) any corporation or other Person of which a majority of its voting power or its equity securities or equity interest is owned directly or indirectly by the Company (a "Subsidiary"1934 Act), or (ii) the Company or any Subsidiary. (b) The individuals who, as of the date of this Agreement, were members of the Board (the "Incumbent Board") cease for any reason to constitute at least 662/3% of the Board; provided, however, that if the election, or a nomination for election by the Company's shareholders, of any new director was approved by a vote of at least 662/3% of the Incumbent Board, such new director shall be considered as a member of the Incumbent Board; provided further, however, that no individual shall be considered a member of the Incumbent Board if such individual initially assumed office as a result of either an actual or threatened "Election Contest" (as described in Rule 14a-11 promulgated under the 0000 Xxx) or other actual or threatened solicitation of the proxies or consents by or on behalf of a Person other than the Board (a "Proxy Contest") including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest; or (c) The consummation of a transaction approved by the Company's shareholders and involving: (1) a merger, consolidation or reorganization in which the Company is a constituent corporation, unless (i) the shareholders of the Company, immediately before such merger, consolidation or reorganization, own, directly or indirectly immediately following such mergerindirectly, consolidation or reorganization, at least sixty-six and two-thirds of securities representing more than fifty percent (662/350%) of the combined voting power of the then outstanding voting securities of First Busey; (B) during any period of twelve (12) consecutive months, the corporation resulting from individuals who at the beginning of such mergerperiod constitute the Board (and any new director whose election by the Board or nomination for election by First Busey’s stockholders was approved by a vote of at least a majority of the directors when still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board; or (C) the consummation of (1) a merger or consolidation of First Busey with any other corporation, other than a merger or consolidation or reorganization (the "Surviving Corporation") that would result in substantially the same proportion as their ownership of the voting securities of First Busey outstanding immediately before such merger, consolidation prior thereto continuing to represent (either by remaining outstanding or reorganization, (ii) the individuals who were members by being converted into voting securities of the Incumbent Board immediately prior to the execution surviving entity) more than fifty percent (50%) of the agreement providing for such merger, consolidation or reorganization constitute at least 662/3% of the members of the board of directors of the Surviving Corporation, and (iii) no Person other than (w) the Company, (x) any Subsidiary, (y) any employee benefit plan (or any trust forming a part thereof) maintained total voting power represented by the Company, the Surviving Corporation or any Subsidiary, or (z) any Person who, immediately prior to such merger, consolidation or reorganization had Beneficial Ownership of fifty-one percent (51%) or more of the then outstanding Voting Securities, has Beneficial Ownership of fifty-one percent (51%) or more of the combined voting power of the Surviving Corporation's then outstanding voting securities (a transaction described in clauses (i) and (ii) shall herein be referred to as a "Non-Control Transaction")of First Busey or such surviving entity outstanding immediately after such merger or consolidation; or (2) a complete liquidation or dissolution of the Company; or (3) an agreement for the sale or other disposition of all or substantially all of the assets of the Company to any Person (other than a transfer to a Subsidiary)First Busey. (dii) Notwithstanding the foregoingSection 4(d)(i), a Change in Control shall not be deemed to occur solely because have occurred if Executive agrees in writing that the level of Beneficial Ownership held by any Person (the "Subject Person") exceeds the designated percentage threshold of the outstanding Voting Securities as a result of a repurchase transaction or other acquisition of Voting Securities by the Company reducing the number of shares outstanding, provided that if event in question does not constitute a Change in Control would occur (but for the operation purposes of this sentence) as a result of the acquisition of Voting Securities by the Company, and after such share acquisition, the Subject Person becomes the Beneficial Owner of any additional Voting Securities which, assuming the repurchase or other acquisition had not occurred, increases the percentage of the then outstanding Voting Securities Beneficially Owned by the Subject Person over the designated percentage threshold, then a Change in Control shall occurAgreement. (2) The Executive shall have the right to terminate this Agreement, for any reason, on thirty (30) days' written notice to the Company in the event of a Change in Control; provided, however, that such termination right must be exercised by the Executive within one year following such Change in Control. Any termination of the Term by the Company within one year following a Change in Control shall be deemed a termination by the Executive pursuant to the preceding sentence. (3) In the event the Term is terminated by the Executive pursuant to Subsection 6.E.(2) for any reason, the Company shall provide the Executive the following benefits:

Termination Upon Change in Control. (1) For During the purposes initial or any successive term of this the Services Agreement, a RTI may terminate this Sublicense by written notice to Sublicensee immediately upon, or at any time after, the occurrence of any Change in Control. A "Change in Control" shall mean be deemed to have taken place upon the occurrence of any of the following eventsfollowing: (a) An acquisition Digital ceases to own all of the outstanding Voting Shares of Sublicensee; (b) Digital acquires actual knowledge that any Person other than Digital, a subsidiary of Digital or any employee benefit plan(s) sponsored by Digital has acquired the Beneficial Ownership, directly from the Company) or indirectly, of any voting securities of the Company (the "Voting Securities") other than in a "Non-Control Acquisition" (as defined below) by any "Person" (as the term "person" is used for purposes of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended, (the "1934 Act")) which results in Digital entitling such Person first attaining "Beneficial Ownership" (within the meaning of Rule 13d-3 promulgated under the 0000 Xxx) of fifty-one percent (51%) to 50% or more of the combined voting power Voting Power of the Company's then outstanding Voting Securities. For purposes of the foregoing, a "Non-Control Acquisition" shall mean an acquisition by Digital; (i) an employee benefit plan (A Tender Offer is made to acquire securities of Digital entitling the holders thereof to 50% or a trust forming a part thereof) maintained by (x) the Company or (y) any corporation or other Person of which a majority of its voting power or its equity securities or equity interest is owned directly or indirectly by the Company (a "Subsidiary"), or (ii) the Company or any Subsidiary. (b) The individuals who, as more of the date Voting Power of this Agreement, were members of the Board (the "Incumbent Board") cease for any reason to constitute at least 662/3% of the Board; provided, however, that if the election, or a nomination for election by the Company's shareholders, of any new director was approved by a vote of at least 662/3% of the Incumbent Board, such new director shall be considered as a member of the Incumbent Board; provided further, however, that no individual shall be considered a member of the Incumbent Board if such individual initially assumed office as a result of either an actual or threatened "Election Contest" (as described in Rule 14a-11 promulgated under the 0000 Xxx) or other actual or threatened solicitation of the proxies or consents by or on behalf of a Person other than the Board (a "Proxy Contest") including by reason of any agreement intended to avoid or settle any Election Contest or Proxy ContestDigital; or (c) The consummation of a transaction approved by the Company's shareholders and involving: (1) a merger, consolidation or reorganization in which the Company is a constituent corporation, unless (i) the shareholders of the Company, immediately before such merger, consolidation or reorganization, own, directly or indirectly immediately following such merger, consolidation or reorganization, at least sixty-six and two-thirds percent (662/3%) of the combined voting power of the outstanding voting securities of the corporation resulting from such merger, consolidation or reorganization (the "Surviving Corporation") in substantially the same proportion as their ownership of the voting securities immediately before such merger, consolidation or reorganization, (ii) the individuals who were members of the Incumbent Board immediately prior Voting Shares are first purchased pursuant to the execution of the agreement providing for such merger, consolidation or reorganization constitute at least 662/3any other Tender Offer; (d) At any time less than 30% of the members of the board Board of Directors of Digital shall be individuals who were either (i) directors on the effective date of this Sublicensee or (ii) individuals whose election, or nomination for election, was approved by a vote (including a vote approving a merger or other agreement providing for the membership of such individuals on the Board of Directors) of a least two-thirds of the Surviving Corporationdirectors then still in office who were directors on the effective date of this Sublicensee or who were so approved; (e) The Board of Directors or stockholders of Digital or Sublicensee shall approve an agreement or plan providing for Digital or Sublicensee to be merged, and (iii) no Person other than (w) the Company, (x) any Subsidiary, (y) any employee benefit plan (consolidated or any trust forming a part thereof) maintained by the Company, the Surviving Corporation or any Subsidiaryotherwise combined with, or (z) any Person whofor all or substantially all its assets or stock to be acquired by, another entity, as a consequence of which the former stockholders of Digital or Sublicensee will own, immediately prior to after such merger, consolidation consolidation, combination or reorganization had Beneficial Ownership of fifty-one percent (51%) or more of the then outstanding Voting Securitiesacquisition, has Beneficial Ownership of fifty-one percent (51%) or more of the combined voting power of the Surviving Corporation's then outstanding voting securities (a transaction described in clauses (i) and in the case of Digital, less than a majority of the Voting Power of such surviving or acquiring entity or the parent thereof or (ii) shall herein be referred to as a "Non-Control Transaction"); (2) a complete liquidation or dissolution in the case of Sublicensee, less than all of the CompanyVoting Power of such surviving or acquiring entity or the 100% parent thereof; or (f) The Board of Directors or (3) an agreement for the sale stockholders of Digital or other disposition Sublicensee shall approve any liquidation of all or substantially all of the assets of Digital or Sublicensee or any distribution to security holders of assets of Digital or Sublicensee having a value equal to 30% or more or the Company to any Person (other than a transfer to a Subsidiary). (d) Notwithstanding total value of all the foregoing, a Change in Control shall not be deemed to occur solely because the level assets of Beneficial Ownership held by any Person (the "Subject Person") exceeds the designated percentage threshold of the outstanding Voting Securities as a result of a repurchase Digital or other acquisition of Voting Securities by the Company reducing the number of shares outstanding, provided that if a Change in Control would occur (but for the operation Sublicensee. For purposes of this sentence) as a result of the acquisition of Voting Securities by the Company, and after such share acquisitionSection 8.3, the Subject Person becomes the Beneficial Owner of any additional Voting Securities which, assuming the repurchase or other acquisition had not occurred, increases the percentage of the then outstanding Voting Securities Beneficially Owned by the Subject Person over the designated percentage threshold, then a Change in Control shall occur. (2) The Executive following terms shall have the right to terminate this Agreement, for any reason, on thirty (30) days' written notice to the Company in the event of a Change in Control; provided, however, that such termination right must be exercised by the Executive within one year following such Change in Control. Any termination of the Term by the Company within one year following a Change in Control shall be deemed a termination by the Executive pursuant to the preceding sentence. (3) In the event the Term is terminated by the Executive pursuant to Subsection 6.E.(2) for any reason, the Company shall provide the Executive the following benefitsmeanings:

Termination Upon Change in Control. Notwithstanding any other provision of this Agreement, the Executive's employment under this Agreement may be terminated during the Employment Period by the Executive if a "Change of Control" (1as defined below) of the Employer occurs without the consent of the Executive. If Executive elects to terminate his employment as a result of a Change of Control, Executive will be entitled to receive his salary and benefits and the vested portions of his Incentive Compensation and Nonincentive Compensation for a period of two (2) years after the Effective Date of such termination. For the purposes of this Agreement, a "Change in of Control" of Employer shall mean any of be deemed to have occurred if, after the following events: Effective Date (a) An acquisition (other than directly from the Company) of any voting securities of the Company (the "Voting Securities") other than in a "Non-Control Acquisitionperson" (as such term is defined belowin Sections 1 3(d) by any "Person" (as the term "person" is used for purposes of Section 13(d) or and 14(d) of the Securities Exchange Act of 1934, as amended, amended (the "1934 Exchange Act")) which results in such Person first attaining is or becomes the "Beneficial Ownershipbeneficial owner" (within the meaning of as defined in Rule 13d-3 promulgated ]3d-3 under the 0000 Xxx) Exchange Act), directly or indirectly, of fifty-one percent (51%) securities of the Employer representing 50% or more of the combined voting power of the CompanyEmployer's then outstanding Voting Securities. For purposes securities, without the prior approval of the foregoing, a "Non-Control Acquisition" shall mean an acquisition by (i) an employee benefit plan (or a trust forming a part thereof) maintained by (x) the Company or (y) any corporation or other Person of which at least a majority of its voting power or its equity securities or equity interest is owned directly or indirectly by the Company (a "Subsidiary"), or (ii) the Company or any Subsidiary. (b) The individuals who, as of the date of this Agreement, were members of the Board in office immediately prior to such person obtaining such percentage interest; (b) there occurs a proxy contest or a consent solicitation, or Employer is a party to a merger, consolidation, sale of assets, plan of liquidation or other reorganization not approved by at least a majority of the "Incumbent members of the Board", as a consequence of which members of the Board in office immediately prior to such transaction or event constitute less than a majority of the Board thereafter; or (c) during any period of two consecutive years, other than as a result of an event described in clause (b) of this Section 5.6, individuals who at the beginning of such period constituted the Board (including for this purpose any new director whose election was approved by a vote of at least a majority of the directors then in office who were directors at the beginning of such period) cease for any reason to constitute at least 662/3% of the Board; provided, however, that if the election, or a nomination for election by the Company's shareholders, of any new director was approved by a vote of at least 662/3% of the Incumbent Board, such new director shall be considered as a member of the Incumbent Board; provided further, however, that no individual shall be considered a member of the Incumbent Board if such individual initially assumed office as a result of either an actual or threatened "Election Contest" (as described in Rule 14a-11 promulgated under the 0000 Xxx) or other actual or threatened solicitation of the proxies or consents by or on behalf of a Person other than the Board (a "Proxy Contest") including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest; or (c) The consummation of a transaction approved by the Company's shareholders and involving: (1) a merger, consolidation or reorganization in which the Company is a constituent corporation, unless (i) the shareholders of the Company, immediately before such merger, consolidation or reorganization, own, directly or indirectly immediately following such merger, consolidation or reorganization, at least sixty-six and two-thirds percent (662/3%) of the combined voting power of the outstanding voting securities of the corporation resulting from such merger, consolidation or reorganization (the "Surviving Corporation") in substantially the same proportion as their ownership of the voting securities immediately before such merger, consolidation or reorganization, (ii) the individuals who were members of the Incumbent Board immediately prior to the execution of the agreement providing for such merger, consolidation or reorganization constitute at least 662/3% majority of the members of the board of directors of the Surviving Corporation, and (iii) no Person other than (w) the Company, (x) any Subsidiary, (y) any employee benefit plan (or any trust forming a part thereof) maintained by the Company, the Surviving Corporation or any Subsidiary, or (z) any Person who, immediately prior to such merger, consolidation or reorganization had Beneficial Ownership of fifty-one percent (51%) or more of the then outstanding Voting Securities, has Beneficial Ownership of fifty-one percent (51%) or more of the combined voting power of the Surviving Corporation's then outstanding voting securities (a transaction described in clauses (i) and (ii) shall herein be referred to as a "Non-Control Transaction"); (2) a complete liquidation or dissolution of the Company; or (3) an agreement for the sale or other disposition of all or substantially all of the assets of the Company to any Person (other than a transfer to a Subsidiary)Board. (d) Notwithstanding the foregoing, a Change in Control shall not be deemed to occur solely because the level of Beneficial Ownership held by any Person (the "Subject Person") exceeds the designated percentage threshold of the outstanding Voting Securities as a result of a repurchase or other acquisition of Voting Securities by the Company reducing the number of shares outstanding, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acquisition of Voting Securities by the Company, and after such share acquisition, the Subject Person becomes the Beneficial Owner of any additional Voting Securities which, assuming the repurchase or other acquisition had not occurred, increases the percentage of the then outstanding Voting Securities Beneficially Owned by the Subject Person over the designated percentage threshold, then a Change in Control shall occur. (2) The Executive shall have the right to terminate this Agreement, for any reason, on thirty (30) days' written notice to the Company in the event of a Change in Control; provided, however, that such termination right must be exercised by the Executive within one year following such Change in Control. Any termination of the Term by the Company within one year following a Change in Control shall be deemed a termination by the Executive pursuant to the preceding sentence. (3) In the event the Term is terminated by the Executive pursuant to Subsection 6.E.(2) for any reason, the Company shall provide the Executive the following benefits:

Termination Upon Change in Control. (1) For the purposes of this Agreement, a "“Change in Control" shall ” is defined to mean any the earlier occurrence of one of the following events: , whether by a single transaction or in a series of related transactions: (ai) An a merger, consolidation or similar transaction involving (directly or indirectly) the Company and, immediately after the consummation of such merger, consolidation or similar transaction, the stockholders of the Company immediately prior thereto do not own, directly or indirectly, outstanding voting securities representing more than fifty percent (50%) of the combined outstanding voting power of the surviving entity in such merger, consolidation or similar transaction or more than fifty percent (50%) of the combined outstanding voting power of the parent of the surviving entity in such merger, consolidation or similar transaction; (ii) a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the Company and its subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the Company and its subsidiaries to an entity, of more than fifty percent (50%) of the combined voting power of 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 such sale, lease, license or other disposition; or (iii) the acquisition by any Person (other than directly from any employee benefit plan, or related trust, sponsored or maintained by the Company) of any voting securities of the Company (the "Voting Securities") other than in a "Non-Control Acquisition" as Beneficial Owner (as ‘Person’ and ‘Beneficial Owner’ are defined below) by any "Person" (as the term "person" is used for purposes of Section 13(d) or 14(d) of in the Securities Exchange Act of 1934, as amended, (or the "1934 Act"rules and regulations thereunder)) which results in such Person first attaining "Beneficial Ownership" (within , directly or indirectly, of securities of the meaning of Rule 13d-3 promulgated under the 0000 Xxx) of fifty-one Company representing 20 percent (5120%) or more of the combined total voting power of represented by the Company's ’s then outstanding Voting Securitiesvoting securities. For purposes If Employee’s employment is terminated by the Company or its successor without Cause during the Term of this Agreement upon or within one hundred twenty (120) days after a Change in Control, Employee shall be paid Employee’s then current salary earned through the foregoingdate of termination, in addition to any accrued but unused vacation, and Employee shall be reimbursed for any business expenses incurred by Employee in accordance with Section 5, above. Employee shall be entitled to no further compensation or benefits, provided, however, that that if the Company or its successor terminates Employee’s employment without Cause during the Term of this Agreement upon a "Non-Change in Control Acquisition" shall mean an acquisition or within one hundred twenty (120) days after a Change in Control, and if in connection with the termination of his employment by the Company Employee executes a “Waiver and Release Agreement” in the form attached hereto as Attachment “A, and if that “Waiver and Release Agreement” is not revoked by Employee pursuant to its terms and becomes effective and enforceable, then (i) an employee benefit plan (or a trust forming a part thereof) maintained by (x) the Company or shall be obligated to pay Employee the total gross amount (ythe “Section 8.4(i) Amount”) equal to Employee’s salary for the remainder of the four year Term (at the annual rate payable at the time of such termination) plus an annual bonus for each of the remaining Fiscal Years in the four year Term equal to the highest amount of the bonus specified in Section 4.2, above, that was earned by Employee in any corporation or other Person Fiscal Year in the four year Term prior to Employee’s termination, less bonus amounts already paid for the Fiscal Year of which a majority of its voting power or its equity securities or equity interest is owned directly or indirectly by the Company (a "Subsidiary")termination, or and (ii) the Company or any Subsidiary. (b) The individuals whowill, as at its own expense, accelerate the vesting of the date of this Agreement, were members of the Board (the "Incumbent Board") cease for any reason to constitute at least 662/3% of the Board; provided, however, that if the election, or a nomination for election all Company stock options and restricted Company stock held by the Company's shareholdersEmployee, of any new director was approved by a vote of at least 662/3% of the Incumbent Board, provided that such new director shall be considered as a member of the Incumbent Board; provided further, however, that no individual shall be considered a member of the Incumbent Board if such individual initially assumed office as a result of either an actual or threatened "Election Contest" (as described in Rule 14a-11 promulgated under the 0000 Xxx) or other actual or threatened solicitation of the proxies or consents by or on behalf of a Person other than the Board (a "Proxy Contest") including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest; or (c) The consummation of a transaction approved acceleration is allowed by the Company's shareholders and involving: (1) a merger, consolidation or reorganization in which the Company is a constituent corporation, unless (i) the shareholders terms of the Company, immediately before such merger, consolidation or reorganization, own, directly or indirectly immediately following such merger, consolidation or reorganization, at least sixty-six ’s 2007 Incentive Award Plan and two-thirds percent (662/3%) of the combined voting power of the outstanding voting securities of the corporation resulting from such merger, consolidation or reorganization (the "Surviving Corporation") Restricted Stock Agreement. The payments and benefits specified in substantially the same proportion as their ownership of the voting securities immediately before such merger, consolidation or reorganization, (ii) the individuals who were members of the Incumbent Board immediately prior to the execution of the agreement providing for such merger, consolidation or reorganization constitute at least 662/3% of the members of the board of directors of the Surviving Corporation, and (iii) no Person other than (w) the Company, (x) any Subsidiary, (y) any employee benefit plan (or any trust forming a part thereof) maintained by the Company, the Surviving Corporation or any Subsidiary, or (z) any Person who, immediately prior to such merger, consolidation or reorganization had Beneficial Ownership of fifty-one percent (51%) or more of the then outstanding Voting Securities, has Beneficial Ownership of fifty-one percent (51%) or more of the combined voting power of the Surviving Corporation's then outstanding voting securities (a transaction described in clauses (i) and (ii) shall herein be referred to as a "Non-Control Transaction"); (2) a complete liquidation or dissolution of the preceding sentence will not be made, the “Waiver and Release Agreement” will become null and void, and Employee will not be entitled to any payments or benefits other than those specified in the first sentence of this Section 8.4, unless and until each of the following four conditions are satisfied: (a) Employee executes the “Waiver and Release Agreement” within twenty-one (21) days after receiving it, (b) Employee returns the executed “Waiver and Release Agreement” to the Company no later than five (5) working days after executing it, (c) the “Waiver and Release Agreement” by its terms becomes effective and enforceable after the seven (7) day revocation period specified in the “Waiver and Release Agreement” has expired without revocation by Employee, and (d) Employee returns all Records (as defined in Section 10, below) to the Company no later than five (5) working days after the termination of his employment. Moreover, Employee acknowledges and agrees that, if the Section 8.4(i) Amount exceeds the Separation Pay Limitation, then the maximum amount which would not exceed the Separation Pay Limitation shall be paid in one lump-sum payment on the first Company payroll date which follows the end of the month in which occurs the last of the events specified in (a)-(d) of the immediately preceding sentence. The balance of the Section 8.4(i) Amount shall be paid in one lump-sum payment that is payable on the Company; ’s first payroll date no earlier than six (6) months and one (1) day after the termination of Employee’s employment, and no later than seven (7) months after the termination of Employee’s employment. The payments and benefits under this Section 8.4 shall be in lieu of any payments or (3) an agreement for benefits due under Section 8.3. Notwithstanding the sale foregoing or any other disposition provision of all this Agreement, if any part or substantially all of the assets payments or benefits specified in this Section 8.4 are subject to taxation under Section 280G or Section 409A of the Company to any Person (other than a transfer to a Subsidiary). (d) Notwithstanding the foregoingInternal Revenue Code, a Change in Control shall not be deemed to occur solely because the level of Beneficial Ownership held by any Person (the "Subject Person") exceeds the designated percentage threshold of the outstanding Voting Securities as a result of a repurchase or other acquisition of Voting Securities by the Company reducing the number of shares outstanding, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acquisition of Voting Securities determined by the Company, and after such share acquisition, with the Subject Person becomes the Beneficial Owner advice of any additional Voting Securities which, assuming the repurchase its independent accounting firm or other acquisition had not occurred, increases the percentage of the then outstanding Voting Securities Beneficially Owned by the Subject Person over the designated percentage thresholdtax advisors, then a Change the payments or benefits shall be subject to modification as set forth hereafter in Control shall occur. (2) The Executive shall have the right to terminate Section 18 or Section 19 of this Agreement, for any reason, on thirty (30) days' written notice to the Company in the event of a Change in Control; provided, however, that such termination right must be exercised by the Executive within one year following such Change in Control. Any termination of the Term by the Company within one year following a Change in Control shall be deemed a termination by the Executive pursuant to the preceding sentence. (3) In the event the Term is terminated by the Executive pursuant to Subsection 6.E.(2) for any reason, the Company shall provide the Executive the following benefits:

Termination Upon Change in Control. In the event of a Change in Control, the Executive may, at his election, terminate his employment without further notice three (13) months after the occurrence of such Change in Control, unless such period is extended by a written agreement between the Company and the Executive. For the purposes purpose of this Agreement, a "“Change in Control" shall mean ” means: (i) an amalgamation, arrangement, consolidation or scheme of arrangements (A) in which the Company or its Parent is not the surviving entity, except for any such transaction the principal purpose of which is to change the jurisdiction in which the Company or the Parent is incorporated, or (B) following which the holders of the following events: (a) An acquisition (other than directly from the Company) of any voting securities of the Company (the "Voting Securities") other than in a "Non-Control Acquisition" (as defined below) by any "Person" (as the term "person" is used for purposes of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended, (the "1934 Act")) which results in such Person first attaining "Beneficial Ownership" (within the meaning of Rule 13d-3 promulgated under the 0000 Xxx) of fifty-one percent (51%) or more of the combined voting power of the Company's then outstanding Voting Securities. For purposes of the foregoing, a "Non-Control Acquisition" shall mean an acquisition by (i) an employee benefit plan (or a trust forming a part thereof) maintained by (x) the Company or (y) any corporation or other Person of which a majority of its voting power or its equity securities or equity interest is owned directly or indirectly by the Company (a "Subsidiary"), or (ii) the Company or any Subsidiary. (b) The individuals whoParent, as of the date of this Agreementapplicable, were members of the Board (the "Incumbent Board") cease for any reason do not continue to constitute at least 662/3% of the Board; provided, however, that if the election, or a nomination for election by the Company's shareholders, of any new director was approved by a vote of at least 662/3% of the Incumbent Board, such new director shall be considered as a member of the Incumbent Board; provided further, however, that no individual shall be considered a member of the Incumbent Board if such individual initially assumed office as a result of either an actual or threatened "Election Contest" (as described in Rule 14a-11 promulgated under the 0000 Xxx) or other actual or threatened solicitation of the proxies or consents by or on behalf of a Person other hold more than the Board (a "Proxy Contest") including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest; or (c) The consummation of a transaction approved by the Company's shareholders and involving: (1) a merger, consolidation or reorganization in which the Company is a constituent corporation, unless (i) the shareholders of the Company, immediately before such merger, consolidation or reorganization, own, directly or indirectly immediately following such merger, consolidation or reorganization, at least sixty-six and two-thirds fifty percent (662/350%) of the combined voting power of the outstanding voting securities of the corporation resulting from such merger, consolidation or reorganization (the "Surviving Corporation") surviving entity in substantially the same proportion as their ownership of the voting securities immediately before such merger, consolidation or reorganization, proportions; (ii) the individuals who were members of the Incumbent Board immediately prior to the execution of the agreement providing for such mergersale, consolidation or reorganization constitute at least 662/3% of the members of the board of directors of the Surviving Corporation, and (iii) no Person other than (w) the Company, (x) any Subsidiary, (y) any employee benefit plan (or any trust forming a part thereof) maintained by the Company, the Surviving Corporation or any Subsidiary, or (z) any Person who, immediately prior to such merger, consolidation or reorganization had Beneficial Ownership of fifty-one percent (51%) or more of the then outstanding Voting Securities, has Beneficial Ownership of fifty-one percent (51%) or more of the combined voting power of the Surviving Corporation's then outstanding voting securities (a transaction described in clauses (i) and (ii) shall herein be referred to as a "Non-Control Transaction"); (2) a complete liquidation or dissolution of the Company; or (3) an agreement for the sale transfer or other disposition of all or substantially all of the assets of the Company to or its Subsidiaries, (iii) the completion of a voluntary or insolvent liquidation, dissolution or winding up of the Company, (iv) the direct or indirect acquisition by any Person person or related group of persons (other than the Company or a transfer person that directly or indirectly controls, is controlled by, or is under common control with, the Company) of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of securities possessing at least thirty percent (30%) of the total combined voting power of the Company’s outstanding securities, unless such acquisition is approved by the Board, (v) subsequent to a Subsidiary). an IPO, delisting of the Shares of the Company from the stock exchange where such Shares had been publicly traded, or (dvi) Notwithstanding the foregoing, a Change in Control shall not be deemed to occur solely because individuals who are members of the level Board as of Beneficial Ownership held by any Person the date of the IPO (the "Subject Person"“Incumbent Board”) exceeds the designated percentage threshold cease for any reason to constitute at least fifty percent (50%) of the outstanding Voting Securities as a result Board (“Change of a repurchase or other acquisition of Voting Securities by the Company reducing the number of shares outstandingBoard”); provided that, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acquisition of Voting Securities by the Company, and after such share acquisition, the Subject Person becomes the Beneficial Owner of any additional Voting Securities which, assuming the repurchase or other acquisition had not occurred, increases the percentage of the then outstanding Voting Securities Beneficially Owned by the Subject Person over the designated percentage threshold, then a Change in Control shall occur. (2) The Executive shall have the right to terminate this Agreement, for any reason, on thirty (30) days' written notice to the Company in the event of a Change in Control; provided, however, that such termination right must be exercised by the Executive within one year following such Change in Control. Any termination of the Term by the Company within one year following a Change in Control shall be deemed a termination by the Executive pursuant to the preceding sentence. (3) In the event the Term is terminated by the Executive pursuant to Subsection 6.E.(2) for any reason, the Company shall provide the Executive the following benefits:if

Termination Upon Change in Control. (1) For the purposes of this Agreement, Following a "Change in Control" , this Agreement and Executive’s employment hereunder may be terminated in accordance with Section 4(a), (b), or (c) by delivering written notice of termination to the other Party no less than thirty (30) days before the Termination Date. (i) A “Change in Control” shall mean any be deemed to have occurred upon the first to occur of the following events: following: (aA) An acquisition any “person” (other than directly from within the Company) of any voting securities of the Company (the "Voting Securities") other than in a "Non-Control Acquisition" (as defined below) by any "Person" (as the term "person" is used for purposes meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended, 1934 (the "“1934 Act"”)) which results ), other than a trustee or other fiduciary holding securities under an employee benefit plan of First Busey or a corporation owned directly or indirectly by the stockholders of First Busey in such Person first attaining "Beneficial Ownership" substantially the same proportions as their ownership of stock of First Busey, is or becomes a “beneficial owner” (within the meaning of Rule 13d-3 promulgated under the 0000 Xxx) of fifty-one percent (51%) or more of the combined voting power of the Company's then outstanding Voting Securities. For purposes of the foregoing, a "Non-Control Acquisition" shall mean an acquisition by (i) an employee benefit plan (or a trust forming a part thereof) maintained by (x) the Company or (y) any corporation or other Person of which a majority of its voting power or its equity securities or equity interest is owned directly or indirectly by the Company (a "Subsidiary"1934 Act), or (ii) the Company or any Subsidiary. (b) The individuals who, as of the date of this Agreement, were members of the Board (the "Incumbent Board") cease for any reason to constitute at least 662/3% of the Board; provided, however, that if the election, or a nomination for election by the Company's shareholders, of any new director was approved by a vote of at least 662/3% of the Incumbent Board, such new director shall be considered as a member of the Incumbent Board; provided further, however, that no individual shall be considered a member of the Incumbent Board if such individual initially assumed office as a result of either an actual or threatened "Election Contest" (as described in Rule 14a-11 promulgated under the 0000 Xxx) or other actual or threatened solicitation of the proxies or consents by or on behalf of a Person other than the Board (a "Proxy Contest") including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest; or (c) The consummation of a transaction approved by the Company's shareholders and involving: (1) a merger, consolidation or reorganization in which the Company is a constituent corporation, unless (i) the shareholders of the Company, immediately before such merger, consolidation or reorganization, own, directly or indirectly immediately following such mergerindirectly, consolidation or reorganization, at least sixty-six and two-thirds of securities representing more than fifty percent (662/350%) of the combined voting power of the then outstanding voting securities of First Busey; (B) during any period of twelve (12) consecutive months, the corporation resulting from individuals who at the beginning of such mergerperiod constitute the Board (and any new director whose election by the Board or nomination for election by First Busey’s stockholders was approved by a vote of at least a majority of the directors when still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board; or (C) the consummation of (1) a merger or consolidation of First Busey with any other corporation, other than a merger or consolidation or reorganization (the "Surviving Corporation") that would result in substantially the same proportion as their ownership of the voting securities of First Busey outstanding immediately before such merger, consolidation prior thereto continuing to represent (either by remaining outstanding or reorganization, (ii) the individuals who were members by being converted into voting securities of the Incumbent Board immediately prior to the execution surviving entity) more than fifty percent (50%) of the agreement providing for such merger, consolidation or reorganization constitute at least 662/3% of the members of the board of directors of the Surviving Corporation, and (iii) no Person other than (w) the Company, (x) any Subsidiary, (y) any employee benefit plan (or any trust forming a part thereof) maintained total voting power represented by the Company, the Surviving Corporation or any Subsidiary, or (z) any Person who, immediately prior to such merger, consolidation or reorganization had Beneficial Ownership of fifty-one percent (51%) or more of the then outstanding Voting Securities, has Beneficial Ownership of fifty-one percent (51%) or more of the combined voting power of the Surviving Corporation's then outstanding voting securities (a transaction described in clauses (i) and (ii) shall herein be referred to as a "Non-Control Transaction")of First Busey or such surviving entity outstanding immediately after such merger or consolidation; or (2) a complete liquidation or dissolution of the Company; of, or (3) an agreement for the sale or other disposition of all or substantially all of the assets of the Company to any Person (other than a transfer to a Subsidiary)of, First Busey. (dii) Notwithstanding the foregoingSection 4(d)(i), a Change in Control shall not be deemed to occur solely because have occurred if Executive agrees in writing that the level of Beneficial Ownership held by any Person (the "Subject Person") exceeds the designated percentage threshold of the outstanding Voting Securities as a result of a repurchase transaction or other acquisition of Voting Securities by the Company reducing the number of shares outstanding, provided that if event in question does not constitute a Change in Control would occur (but for the operation purposes of this sentence) as a result of the acquisition of Voting Securities by the Company, and after such share acquisition, the Subject Person becomes the Beneficial Owner of any additional Voting Securities which, assuming the repurchase or other acquisition had not occurred, increases the percentage of the then outstanding Voting Securities Beneficially Owned by the Subject Person over the designated percentage threshold, then a Change in Control shall occurAgreement. (2) The Executive shall have the right to terminate this Agreement, for any reason, on thirty (30) days' written notice to the Company in the event of a Change in Control; provided, however, that such termination right must be exercised by the Executive within one year following such Change in Control. Any termination of the Term by the Company within one year following a Change in Control shall be deemed a termination by the Executive pursuant to the preceding sentence. (3) In the event the Term is terminated by the Executive pursuant to Subsection 6.E.(2) for any reason, the Company shall provide the Executive the following benefits: