Common use of Termination Upon Change of Control Clause in Contracts

Termination Upon Change of Control. Following a Change of 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 effective date of termination. (i) A “Change of Control” will be deemed to have occurred if: (A) any person (as such term is defined in Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act”)) acquires beneficial ownership (within the meaning of Rule 13d-3 promulgated under the 0000 Xxx) of more than fifty percent (50%) of the combined voting power of the then outstanding voting securities of First Busey; or (B) the individuals who were members of the Board of Directors of First Busey on the Effective Time (the “Current Board Members”) cease for any reason (other than the reasons specified in Section 4(d)(ii) below) to constitute a majority of the Board of First Busey or its successor; however, if the election or the nomination for election of any new director of First Busey or its successor is approved by a vote of a majority of the individuals who are Current Board Members, such new director shall, for the purposes of this Section 4(d)(i), be considered a Current Board Member; or (C) the consummation of (1) a merger or consolidation of First Busey and the stockholders of First Busey immediately before such merger or consolidation do not, as a result of such merger or consolidation, own, directly or indirectly, more than fifty percent (50%) of the combined voting power of the then outstanding voting securities of the entity resulting from such merger or consolidation in substantially the same proportion as their ownership of the combined voting power of the outstanding securities of First Busey immediately before such merger or consolidation; or (2) a complete liquidation or dissolution or an agreement for the sale or other disposition of all or substantially all of the assets of First Busey. (ii) Notwithstanding and in lieu of Section 4(d)(i), a Change of Control will not be deemed to have occurred: (A) solely because more than fifty percent (50%) of the combined voting power of the then outstanding voting securities of First Busey are acquired by (1) a trustee or other fiduciary holding securities under one or more employee benefit plans maintained for employees of First Busey or its subsidiaries, or (2) any person pursuant to the will or trust of any existing stockholder of First Busey, or who is a member of the immediate family of such stockholder, or (3) any corporation which, immediately prior to such acquisition, is owned directly or indirectly by the stockholders in the same proportion as their ownership of stock immediately prior to such acquisition; (B) if Executive agrees in writing that the transaction or event in question does not constitute a Change of Control for the purposes of this Agreement; or (C) with respect to the Merger.

Termination Upon Change of Control. Following a Change Notwithstanding any provision of Control, this Agreement and Executive’s employment hereunder to the contrary, Executive may be terminated in accordance with Section 4(a), (b), or (c) terminate this Agreement by delivering providing written notice of such termination to the other party no less than thirty Sensar within sixty days (3060) days before of the effective date occurrence of termination.any of the following events: (i) A “Change The sale, lease, exchange, or other transfer in one transaction or a series of Control” will be deemed transactions of all or substantially all of the assets of Sensar to have occurred if: a single purchaser that is not a wholly owned subsidiary of Sensar or to a group of associated purchasers; (Aii) any The sale, lease, exchange, or other disposition to a single person or group of persons under common control in one transaction or a series of related transactions resulting in such person or persons owning, directly or indirectly, greater than twenty-five percent (as such term is defined in Section 13(d) or 14(d25%) of the Securities Exchange Act combined voting power of 1934the outstanding shares of Sensar's common stock; (iii) As a result of a merger, as amended consolidation, sale of all or substantially all of the assets of Sensar, a contested election, or any combination of the foregoing, the persons who were directors of Sensar immediately prior thereto shall cease to constitute a majority of the board of directors of Sensar or any successor to Sensar; (iv) The decision by Sensar to terminate its business and liquidate its assets; (v) The merger or consolidation of Sensar in a transaction in which the “1934 Act”)) acquires beneficial ownership (within the meaning shareholders of Rule 13d-3 promulgated under the 0000 Xxx) of more Sensar immediately prior to such merger or consolidation receive less than fifty percent (50%) of the combined voting power of the then outstanding voting securities of First Buseythe new or continuing corporation; or (vi) A person (within the meaning of Section 3(a)(9) or (B) Section 13(d)(3), as in effect on the individuals who were members date hereof, of the Board Securities Exchange Act of Directors 1934 (the "Exchange Act")) shall become the beneficial owner (within the meaning of First Busey rule 13d-3 of the Exchange Act as in effect on the Effective Time (the “Current Board Members”date hereof) cease for any reason (other than the reasons specified in Section 4(d)(ii) below) to constitute a majority of the Board of First Busey or its successor; however, if the election or the nomination for election of any new director of First Busey or its successor is approved by a vote of a majority of the individuals who are Current Board Members, such new director shall, for the purposes of this Section 4(d)(i), be considered a Current Board Member; or (C) the consummation of (1) a merger or consolidation of First Busey and the stockholders of First Busey immediately before such merger or consolidation do not, as a result of such merger or consolidation, own, directly or indirectly, more than fifty percent (50%) or more of the combined voting power of the then outstanding voting securities of the entity resulting from such merger or consolidation in substantially the same proportion Sensar. If, as their ownership a result of one of the combined voting power foregoing events, Sensar is not the surviving entity, the provisions of this Agreement shall inure to the benefit of and be binding upon the surviving or resulting entity. If as a result of the outstanding securities merger, consolidation, transfer of First Busey immediately before such merger assets, or consolidation; or (2) a complete liquidation or dissolution or an agreement other event listed above, the duties of Executive are increased, then the compensation of Executive provided for by this Agreement shall be reasonably adjusted upward to compensate for the sale or other disposition of all or substantially all of the assets of First Buseyadditional duties and responsibilities assumed. (ii) Notwithstanding and in lieu of Section 4(d)(i), a Change of Control will not be deemed to have occurred: (A) solely because more than fifty percent (50%) of the combined voting power of the then outstanding voting securities of First Busey are acquired by (1) a trustee or other fiduciary holding securities under one or more employee benefit plans maintained for employees of First Busey or its subsidiaries, or (2) any person pursuant to the will or trust of any existing stockholder of First Busey, or who is a member of the immediate family of such stockholder, or (3) any corporation which, immediately prior to such acquisition, is owned directly or indirectly by the stockholders in the same proportion as their ownership of stock immediately prior to such acquisition; (B) if Executive agrees in writing that the transaction or event in question does not constitute a Change of Control for the purposes of this Agreement; or (C) with respect to the Merger.

Termination Upon Change of Control. Following 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" (as 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, this Agreement Executive will be entitled to receive his salary and Executive’s employment hereunder may be terminated in accordance with Section 4(a), benefits and the vested portions of his Incentive Compensation and Nonincentive Compensation for a period of two (b), or (c2) by delivering written notice of termination to the other party no less than thirty (30) days before years after the effective date of such termination. (i) A “. For purposes of this Agreement, a "Change of Control” will " of Employer shall be deemed to have occurred if: , after the Effective Date (Aa) any person "person" (as such term is defined in Section Sections 13(d) or and 14(d) of the Securities Exchange Act of 1934, as amended (the “1934 "Exchange Act”")) acquires is or becomes the "beneficial ownership owner" (within the meaning of as defined in Rule 13d-3 promulgated under the 0000 Xxx) Exchange Act), directly or indirectly, of securities of the Employer representing 50% or more than fifty percent (50%) of the combined voting power of the Employer's then outstanding voting securities securities, without the prior approval of First Busey; or (B) at least a majority of the individuals who 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 Directors assets, plan of First Busey on liquidation or other reorganization not approved by at least a majority of the Effective Time 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 “Current beginning of such period constituted the Board Members”(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 (other than the reasons specified in Section 4(d)(ii) below) to constitute at least a majority of the Board of First Busey or its successor; however, if the election or the nomination for election of any new director of First Busey or its successor is approved by a vote of a majority members of the individuals who are Current Board Members, such new director shall, for the purposes of this Section 4(d)(i), be considered a Current Board Member; or (C) the consummation of (1) a merger or consolidation of First Busey and the stockholders of First Busey immediately before such merger or consolidation do not, as a result of such merger or consolidation, own, directly or indirectly, more than fifty percent (50%) of the combined voting power of the then outstanding voting securities of the entity resulting from such merger or consolidation in substantially the same proportion as their ownership of the combined voting power of the outstanding securities of First Busey immediately before such merger or consolidation; or (2) a complete liquidation or dissolution or an agreement for the sale or other disposition of all or substantially all of the assets of First BuseyBoard. (ii) Notwithstanding and in lieu of Section 4(d)(i), a Change of Control will not be deemed to have occurred: (A) solely because more than fifty percent (50%) of the combined voting power of the then outstanding voting securities of First Busey are acquired by (1) a trustee or other fiduciary holding securities under one or more employee benefit plans maintained for employees of First Busey or its subsidiaries, or (2) any person pursuant to the will or trust of any existing stockholder of First Busey, or who is a member of the immediate family of such stockholder, or (3) any corporation which, immediately prior to such acquisition, is owned directly or indirectly by the stockholders in the same proportion as their ownership of stock immediately prior to such acquisition; (B) if Executive agrees in writing that the transaction or event in question does not constitute a Change of Control for the purposes of this Agreement; or (C) with respect to the Merger.

Termination Upon Change of Control. Following If a Change of ControlControl occurs, Employee may terminate this Agreement and ExecutiveEmployee’s employment hereunder may be terminated in accordance with Section 4(a), for any reason within two (b), or (c2) years after a Change of Control occurs by delivering written notice of termination to the other party Company or its successor no less than thirty (30) days before the effective date of termination (any such notice by Employee which can be construed as a notice under either Paragraph 4 (b) (iv) or this Paragraph 4 (b) (v) shall be deemed a notice under this Paragraph 4 (b) (v)). If Employee so terminates, Company shall be obligated to pay Employee two (2) times the severance benefits set forth in Paragraph 4 (c) hereof, with the exception that the Paragraph 4(c)(ii) bonus component shall be based upon a full year and not prorated to the date of Employee’s termination. (iA) A “Change of Control” will be deemed to have occurred if: (Aa) any person (as such term is defined in Section 13(d13 (d) or 14(d14 (d) of the Securities Exchange Act of 1934, as amended (the “1934 111934 Act”)) other than a person who is a shareholder of Company as of the date of this Agreement acquires beneficial ownership (within the meaning of Rule 13d-3 l3d-3 promulgated under the 0000 Xxx) of more than fifty percent (50%) or more of the combined voting power of the then outstanding voting securities of First BuseyCompany; or (Bb) the individuals who were members of the Company’s Board of Directors as of First Busey on the Effective Time date of this Agreement (the “Current Board Members”) cease for any reason (other than the reasons specified in Section 4(d)(ii) below) to constitute a majority of the Board of First Busey Directors of Company or its successor; however, if the election or the nomination for election of any new director of First Busey Company or its successor is approved by a vote of a majority of the individuals who are Current Board Members, such new director shall, for the purposes of this Section 4(d)(i)paragraph, be considered a Current Board Member; or c) Company’s stockholders approve (C) the consummation of (1l) a merger or consolidation of First Busey Company and the stockholders of First Busey Company immediately before such merger or consolidation do not, as a result of such merger or consolidation, own, directly or indirectly, more than fifty percent (50%) of the combined voting power of the then outstanding voting securities of the entity resulting from such merger or consolidation in substantially the same proportion as their ownership of the combined voting power of the outstanding securities of First Busey Company immediately before such merger or consolidation; or (2) a complete liquidation or dissolution or an agreement for the sale or other disposition of all or substantially all of the assets or stock of First BuseyCompany (provided that a complete liquidation or dissolution or the sale or other disposition of all or substantially all the assets will be deemed a “Change of Control”, only if Employee is not offered a position with Company or one of its subsidiaries with responsibilities, although not necessarily the same title, and reporting requirements consistent with those responsibilities and reporting requirements set forth in Paragraph 2 hereof). (iiB) Notwithstanding and in lieu of Section 4(d)(iParagraph 4(b)(v)(A), a Change of Control will not be deemed to have occurred: (Aa) solely because more than fifty percent (50%) or more of the combined voting power of the then outstanding voting securities of First Busey Company are acquired by (1) a trustee or other fiduciary holding securities under one or more employee benefit plans maintained for employees of First Busey or Company and its subsidiaries, or (2) any person pursuant to the will or trust of any existing stockholder of First BuseyCompany, or who is a member of the immediate family of such stockholder, or (3) any corporation which, immediately prior to such acquisition, is owned directly or indirectly by the stockholders in the same proportion as their ownership of stock immediately prior to such acquisition; (Bor b) if Executive Employee agrees in writing that the transaction or event in question does not constitute to waive a particular Change of Control for the purposes of this Agreement; or (C) with respect to the Merger.

Termination Upon Change of Control. Following 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" (as 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 purposes of this Agreement and Executive’s employment hereunder may be terminated in accordance with Section 4(a)Agreement, (b), or (c) by delivering written notice of termination to the other party no less than thirty (30) days before the effective date of termination. (i) A “a "Change of Control” will " of Employer shall be deemed to have occurred if: , after the Effective Date (Aa) any person "person" (as such term is defined in Section Sections 13(d) or and 14(d) of the Securities Exchange Act of 1934, as amended (the “1934 "Exchange Act”")) acquires is or becomes the "beneficial ownership owner" (within the meaning of as defined in Rule 13d-3 promulgated under the 0000 Xxx) Exchange Act), directly or indirectly, of securities of the Employer representing 50% or more than fifty percent (50%) of the combined voting power of the Employer's then outstanding voting securities securities, without the prior approval of First Busey; or (B) at least a majority of the individuals who 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 Directors assets, plan of First Busey on liquidation or other reorganization not approved by at least a majority of the Effective Time 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 “Current beginning of such period constituted the Board Members”(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 (other than the reasons specified in Section 4(d)(ii) below) to constitute at least a majority of the Board of First Busey or its successor; however, if the election or the nomination for election of any new director of First Busey or its successor is approved by a vote of a majority members of the individuals who are Current Board Members, such new director shall, for the purposes of this Section 4(d)(i), be considered a Current Board Member; or (C) the consummation of (1) a merger or consolidation of First Busey and the stockholders of First Busey immediately before such merger or consolidation do not, as a result of such merger or consolidation, own, directly or indirectly, more than fifty percent (50%) of the combined voting power of the then outstanding voting securities of the entity resulting from such merger or consolidation in substantially the same proportion as their ownership of the combined voting power of the outstanding securities of First Busey immediately before such merger or consolidation; or (2) a complete liquidation or dissolution or an agreement for the sale or other disposition of all or substantially all of the assets of First BuseyBoard. (ii) Notwithstanding and in lieu of Section 4(d)(i), a Change of Control will not be deemed to have occurred: (A) solely because more than fifty percent (50%) of the combined voting power of the then outstanding voting securities of First Busey are acquired by (1) a trustee or other fiduciary holding securities under one or more employee benefit plans maintained for employees of First Busey or its subsidiaries, or (2) any person pursuant to the will or trust of any existing stockholder of First Busey, or who is a member of the immediate family of such stockholder, or (3) any corporation which, immediately prior to such acquisition, is owned directly or indirectly by the stockholders in the same proportion as their ownership of stock immediately prior to such acquisition; (B) if Executive agrees in writing that the transaction or event in question does not constitute a Change of Control for the purposes of this Agreement; or (C) with respect to the Merger.

Termination Upon Change of Control. Following Greg may terminate this Agreement and his employment herexxxxx xxr any reason within one (1) year after a Change of Control, this Agreement and Executive’s employment hereunder may be terminated in accordance with Section 4(a), (b), or (c) Control occurs by delivering written notice of termination to the other party Main Street or its successor no less than thirty (30) days before the effective date of termination. After one (1) year following the Change of Control, Greg may terminate this Agreement and his employment xxxxxxxxr only in accordance with Section 4(a) or (c). (i) A “"Change of Control” " will be deemed to have occurred if: (Aa) any person (as such term is defined in Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (the “"1934 Act”")) acquires beneficial ownership (within the meaning of Rule 13d-3 promulgated under the 0000 Xxx1934 Act) of 33% or more than fifty percent (50%) of the combined voting power of the powxx xx xxx then outstanding voting securities of First Buseysecurities; or (Bb) the individuals who were members of the Board of Directors of First Busey on the Effective Time Date (the “"Current Board Members”") cease for any reason (other than the reasons specified in Section 4(d)(ii) below) to constitute a majority of the Board of First Busey Main Street or its successor; however, if the election or the nomination for election of any new director of First Busey Main Street or its successor is approved by a vote of a majority of the individuals who are Current Board Members, such new director shall, for the purposes of this Section 4(d)(i), be considered a Current Board Member; or (Cc) the consummation of Main Street's stockholders approve (1) a merger or consolidation of First Busey Main Street or of the Bank and the stockholders of First Busey Main Street immediately before such merger or consolidation do not, as a result of such merger or consolidation, own, directly or indirectly, more than fifty percent (50%) 67% of the combined voting power of the then outstanding voting securities of the entity resulting from such merger or consolidation in substantially the same proportion as their ownership of the combined voting power of the outstanding securities of First Busey Main Street immediately before such merger or consolidation; or (2) a complete liquidation or dissolution or an agreement for the sale or other disposition of all or substantially all of the assets of First BuseyMain Street or the Bank. (ii) Notwithstanding and in lieu of Section 4(d)(i), a Change of Control will not be deemed to have occurred: (Aa) solely because 33% or more than fifty percent (50%) of the combined voting power of the then outstanding voting securities of First Busey Main Street are acquired by (1) a trustee or other fiduciary holding securities under one or more employee benefit plans maintained for employees of First Busey Main Street or its subsidiariesthe Bank, or (2) any person pursuant to the will or trust of any existing stockholder of First BuseyMain Street, or who is a member of the immediate family of such stockholder, or (3) any corporation which, immediately prior to such acquisition, is owned directly or indirectly by the stockholders in the same proportion as their ownership of stock immediately prior to such acquisition; (Bor b) if Executive Greg agrees in writing that the transaction or event in question does not constitute to waive a particular Change of Control for the purposes of this Agreement; or (C) with respect to the Merger.

Termination Upon Change of Control. Following Bob may terminate this Agreement and his employment hereuxxxx xxr any reason within one (1) year after a Change of Control, this Agreement and Executive’s employment hereunder may be terminated in accordance with Section 4(a), (b), or (c) Control occurs by delivering written notice of termination to the other party BIF or its successor no less than thirty (30) days before the effective date of termination. After one (1) year following the Change of Control, Bob may terminate this Agreement and his employment hxxxxxxxr only in accordance with Section 3(b) or (d). (i) A “"Change of Control” " will be deemed to have occurred if: (Aa) any person (as such term is defined in Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (the “"1934 Act”")) acquires beneficial ownership (within the meaning of Rule 13d-3 promulgated under the 0000 Xxx1934 Act) of more than fifty percent (50%) of the combined thx xxxxxned voting power of the then outstanding voting securities of First Buseysecurities; or (Bb) the individuals who were members of the Board of Directors of First Busey on the Effective Time Date (the “"Current Board Members”") cease for any reason (other than the reasons specified in Section 4(d)(iiSubsection 3(e)(ii) below) to constitute a majority of the Board of First Busey BIF or its successor; however, if the election or the nomination for election of any new director of First Busey BIF or its successor is approved by a vote of a majority of the individuals who are Current Board Members, such new director shall, for the purposes of this Section 4(d)(i3(e)(i), be considered a Current Board Member; or (Cc) the consummation of BIF's stockholders approve (1) a merger or consolidation of First Busey BIF or the Bank and the stockholders of First Busey BIF immediately before such merger or consolidation do not, as a result of such merger or consolidation, own, directly or indirectly, more than fifty percent (50%) of the combined voting power of the then outstanding voting securities of the entity resulting from such merger or consolidation in substantially the same proportion as their ownership of the combined voting power of the outstanding securities of First Busey BIF immediately before such merger or consolidation; or (2) a complete liquidation or dissolution or an agreement for the sale or other disposition of all or substantially all of the assets of First BuseyBIF or the Bank. (ii) Notwithstanding and in lieu of Section 4(d)(i3(e)(i), a Change of Control will not be deemed to have occurred: (Aa) solely because more than fifty percent (50%) of the combined voting power of the then outstanding voting securities of First Busey BIF are acquired by (1) a trustee or other fiduciary holding securities under one or more employee benefit plans maintained for employees of First Busey BIF or its subsidiariesthe Bank, or (2) any person pursuant to the will or trust of any existing stockholder of First BuseyBIF, or who is a member of the immediate family of such stockholder, or (3) any corporation which, immediately prior to such acquisition, is owned directly or indirectly by the stockholders in the same proportion as their ownership of stock immediately prior to such acquisition; or (Bb) if Executive Bob agrees in writing that the transaction or event in question does not constitute a Change of Control for the purposes of this Agreement; or (C) with respect to the Merger.

Termination Upon Change of Control. Following a Change Notwithstanding any provision of 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 contrary, the effective date Executive may terminate this Agreement, but not the covenant not to disclose information set forth in Article III, upon the happening of termination.any of the following events: (i) A “Change The sale by the Employer of Control” will be deemed substantially all of its assets to have occurred if: a single purchaser or to a group of associated purchasers; (Aii) any The sale, exchange, or other disposition to a single person or group of persons under common control in one transaction or series of related transactions resulting in such person or persons owning, directly or indirectly, greater than thirty-three percent (as such term is defined in Section 13(d) or 14(d33%) of the Securities Exchange Act combined voting power of 1934, as amended the outstanding shares of the Employer's common stock; (the “1934 Act”)iii) acquires beneficial ownership (within the meaning of Rule 13d-3 promulgated under the 0000 Xxx) of more More than fifty percent (50%) of the combined voting power of the then outstanding voting securities of First Busey; or (B) the individuals who were members of the Board board of Directors of First Busey on the Effective Time (the “Current Board Members”) cease for any reason (other than the reasons specified in Section 4(d)(ii) below) to constitute a majority directors of the Board of First Busey or its successor; however, if the election or the nomination Employer shall be persons who are neither nominated for election of any new director of First Busey by the board or its successor is approved by a vote of a majority an authorized committee of the individuals who are Current Board Members, such new director shall, for board nor elected by the purposes of this Section 4(d)(i), be considered a Current Board Member; or board; (Civ) The decision by the consummation of Employer to terminate its business and liquidate its assets; (1v) a The merger or consolidation of First Busey and the stockholders Employer in a transaction in which the shareholders of First Busey the Employer immediately before prior to such merger or consolidation do not, as a result of such merger or consolidation, own, directly or indirectly, more receive less than fifty percent (50%) of the combined outstanding voting power shares of the then outstanding voting securities new or continuing corporation; or (vi) A person (within the meaning of Section 3(a)(9) or Section 13(d)(3), as in effect on the date hereof, of the entity resulting from such merger or consolidation in substantially Securities Exchange Act of 1934 (the same proportion as their ownership "Exchange Act")) shall become the beneficial owner (within the meaning of rule 13d-3 of the combined voting power Exchange Act as in effect on the date hereof) of the outstanding securities of First Busey immediately before such merger or consolidation; or (2) a complete liquidation or dissolution or an agreement for the sale or other disposition of all or substantially all of the assets of First Busey. (ii) Notwithstanding and in lieu of Section 4(d)(i), a Change of Control will not be deemed to have occurred: (A) solely because more than fifty percent (50%) or more of the combined voting power of the then outstanding voting securities of First Busey are acquired by (1) the Employer. In the event the Executive does not elect to terminate this Agreement upon the happening of any of the events noted above, and as a trustee result of such event, the Employer is not the surviving entity, then the provisions of this Agreement shall inure to the benefit of and be binding upon the surviving or resulting entity. If as a result of the merger, consolidation, transfer of assets, or other fiduciary holding securities under one or more employee benefit plans maintained for employees of First Busey or its subsidiariesevent listed above, or (2) any person pursuant to the will or trust of any existing stockholder of First Busey, or who is a member duties of the immediate family Executive are increased, then the compensation of such stockholder, or (3) any corporation which, immediately prior the Executive provided for in Section 2.1 of this Agreement shall be reasonably adjusted upward to such acquisition, is owned directly or indirectly by the stockholders in the same proportion as their ownership of stock immediately prior to such acquisition; (B) if Executive agrees in writing that the transaction or event in question does not constitute a Change of Control compensate for the purposes of this Agreement; or (C) with respect to the Mergeradditional duties and responsibilities assumed.

Termination Upon Change of Control. Following 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" (as 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, this Agreement Executive will be entitled to receive his salary and Executive’s employment hereunder may be terminated in accordance with Section 4(a), benefits and the vested portions of his Incentive Compensation and Nonincentive Compensation for a period of three (b), or (c3) by delivering written notice of termination to the other party no less than thirty (30) days before years after the effective date of such termination. (i) A “. For purposes of this Agreement, a "Change of Control” will " of Employer shall be deemed to have occurred if: , after the Effective Date (Aa) any person "person" (as such term is defined in Section Sections 13(d) or and 14(d) of the Securities Exchange Act of 1934, as amended (the “1934 "Exchange Act”")) acquires is or becomes the "beneficial ownership owner" (within the meaning of as defined in Rule 13d-3 promulgated under the 0000 Xxx) Exchange Act), directly or indirectly, of securities of the Employer representing 50% or more than fifty percent (50%) of the combined voting power of the Employer's then outstanding voting securities securities, without the prior approval of First Busey; or (B) at least a majority of the individuals who 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 Directors assets, plan of First Busey on liquidation or other reorganization not approved by at least a majority of the Effective Time 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 “Current beginning of such period constituted the Board Members”(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 (other than the reasons specified in Section 4(d)(ii) below) to constitute at least a majority of the Board of First Busey or its successor; however, if the election or the nomination for election of any new director of First Busey or its successor is approved by a vote of a majority members of the individuals who are Current Board Members, such new director shall, for the purposes of this Section 4(d)(i), be considered a Current Board Member; or (C) the consummation of (1) a merger or consolidation of First Busey and the stockholders of First Busey immediately before such merger or consolidation do not, as a result of such merger or consolidation, own, directly or indirectly, more than fifty percent (50%) of the combined voting power of the then outstanding voting securities of the entity resulting from such merger or consolidation in substantially the same proportion as their ownership of the combined voting power of the outstanding securities of First Busey immediately before such merger or consolidation; or (2) a complete liquidation or dissolution or an agreement for the sale or other disposition of all or substantially all of the assets of First BuseyBoard. (ii) Notwithstanding and in lieu of Section 4(d)(i), a Change of Control will not be deemed to have occurred: (A) solely because more than fifty percent (50%) of the combined voting power of the then outstanding voting securities of First Busey are acquired by (1) a trustee or other fiduciary holding securities under one or more employee benefit plans maintained for employees of First Busey or its subsidiaries, or (2) any person pursuant to the will or trust of any existing stockholder of First Busey, or who is a member of the immediate family of such stockholder, or (3) any corporation which, immediately prior to such acquisition, is owned directly or indirectly by the stockholders in the same proportion as their ownership of stock immediately prior to such acquisition; (B) if Executive agrees in writing that the transaction or event in question does not constitute a Change of Control for the purposes of this Agreement; or (C) with respect to the Merger.

Termination Upon Change of Control. Following Van may terminate this Agreement and his employment hereunder for any reason within one (1) year after a Change of Control, this Agreement and Executive’s employment hereunder may be terminated in accordance with Section 4(a), (b), or (c) Control occurs by delivering written notice of termination to the other party Main Street or its successor no less than thirty (30) days before the effective date of termination. After one (1) year following the Change of Control, Van may terminate this Agreement and his employment hereunder only in accordance with Section 4(a) or (c). (i) A “"Change of Control” " will be deemed to have occurred if: (Aa) any person (as such term is defined in Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (the “"1934 Act”")) acquires beneficial ownership (within the meaning of Rule 13d-3 promulgated under the 0000 Xxx1934 Act) of 33% or more than fifty percent (50%) of the combined voting power of the powxx xx xxx then outstanding voting securities of First Buseysecurities; or (Bb) the individuals who were members of the Board of Directors of First Busey on the Effective Time Date (the “"Current Board Members”") cease for any reason (other than the reasons specified in Section 4(d)(ii) below) to constitute a majority of the Board of First Busey Main Street or its successor; however, if the election or the nomination for election of any new director of First Busey Main Street or its successor is approved by a vote of a majority of the individuals who are Current Board Members, such new director shall, for the purposes of this Section 4(d)(i), be considered a Current Board Member; or (Cc) the consummation of Main Street's stockholders approve (1) a merger or consolidation of First Busey Main Street or the Bank and the stockholders of First Busey Main Street immediately before such merger or consolidation do not, as a result of such merger or consolidation, own, directly or indirectly, more than fifty percent (50%) 67% of the combined voting power of the then outstanding voting securities of the entity resulting from such merger or consolidation in substantially the same proportion as their ownership of the combined voting power of the outstanding securities of First Busey Main Street immediately before such merger or consolidation; or (2) a complete liquidation or dissolution or an agreement for the sale or other disposition of all or substantially all of the assets of First BuseyMain Street or the Bank. (ii) Notwithstanding and in lieu of Section 4(d)(i), a Change of Control will not be deemed to have occurred: (Aa) solely because 33% or more than fifty percent (50%) of the combined voting power of the then outstanding voting securities of First Busey Main Street are acquired by (1) a trustee or other fiduciary holding securities under one or more employee benefit plans maintained for employees of First Busey Main Street or its subsidiariesthe Bank, or (2) any person pursuant to the will or trust of any existing stockholder of First BuseyMain Street, or who is a member of the immediate family of such stockholder, or (3) any corporation which, immediately prior to such acquisition, is owned directly or indirectly by the stockholders in the same proportion as their ownership of stock immediately prior to such acquisition; (Bor b) if Executive Van agrees in writing that the transaction or event in question does not constitute to waive a particular Change of Control for the purposes of this Agreement; or (C) with respect to the Merger.

Termination Upon Change of Control. Following a Change Notwithstanding any provision of Control, this Agreement and Executive’s employment hereunder to the contrary, Executive may be terminated in accordance with Section 4(a), (b), or (c) terminate this Agreement by delivering providing written notice of such termination to the other party no less than thirty LarsonoDavis within sixty days (3060) days before of the effective date occurrence of termination.any of the following events: (i) A “Change The sale, lease, exchange or other transfer in one transaction or a series of Control” will be deemed transactions of all or substantially all of the assets of LarsonoDavis to have occurred if: a single purchaser that is not a wholly owned subsidiary of LarsonoDavis or to a group of associated purchasers; (Aii) any The sale, lease, exchange, or other disposition to a single person or group of persons under common control in one transaction or a series of related transactions resulting in such person or persons owning, directly or indirectly, greater than twenty-five percent (as such term is defined in Section 13(d) or 14(d25%) of the Securities Exchange Act combined voting power of 1934the outstanding shares of LarsonoDavis' common stock; (iii) As a result of a merger, as amended consolidation, sale of all or substantially all of the assets of LarsonoDavis, a contested election, or any combination of the foregoing, the persons who were directors of LarsonoDavis immediately prior thereto shall cease to constitute a majority of the board of directors of LarsonoDavis or any successor to LarsonoDavis; (iv) The decision by LarsonoDavis to terminate its business and liquidate its assets; (v) The merger or consolidation of LarsonoDavis in a transaction in which the “1934 Act”)) acquires beneficial ownership (within the meaning shareholders of Rule 13d-3 promulgated under the 0000 Xxx) of more LarsonoDavis immediately prior to such merger or consolidation receive less than fifty percent (50%) of the combined voting power of the then outstanding voting securities of First Buseythe new or continuing corporation; or (vi) A person (within the meaning of Section 3(a)(9) or (B) Section 13(d)(3), as in effect on the individuals who were members date hereof, of the Board Securities Exchange Act of Directors 1934 (the "Exchange Act")) shall become the beneficial owner (within the meaning of First Busey rule 13d-3 of the Exchange Act as in effect on the Effective Time (the “Current Board Members”date hereof) cease for any reason (other than the reasons specified in Section 4(d)(ii) below) to constitute a majority of the Board of First Busey or its successor; however, if the election or the nomination for election of any new director of First Busey or its successor is approved by a vote of a majority of the individuals who are Current Board Members, such new director shall, for the purposes of this Section 4(d)(i), be considered a Current Board Member; or (C) the consummation of (1) a merger or consolidation of First Busey and the stockholders of First Busey immediately before such merger or consolidation do not, as a result of such merger or consolidation, own, directly or indirectly, more than fifty percent (50%) or more of the combined voting power of the then outstanding voting securities of the entity resulting from such merger or consolidation in substantially the same proportion LarsonoDavis. If, as their ownership a result of one of the combined voting power foregoing events, LarsonoDavis is not the surviving entity, the provisions of this Agreement shall inure to the benefit of and be binding upon the surviving or resulting entity. If as a result of the outstanding securities merger, consolidation, transfer of First Busey immediately before such merger assets, or consolidation; or (2) a complete liquidation or dissolution or an agreement other event listed above, the duties of Executive are increased, then the compensation of Executive provided for by this Agreement shall be reasonably adjusted upward to compensate for the sale or other disposition of all or substantially all of the assets of First Buseyadditional duties and responsibilities assumed. (ii) Notwithstanding and in lieu of Section 4(d)(i), a Change of Control will not be deemed to have occurred: (A) solely because more than fifty percent (50%) of the combined voting power of the then outstanding voting securities of First Busey are acquired by (1) a trustee or other fiduciary holding securities under one or more employee benefit plans maintained for employees of First Busey or its subsidiaries, or (2) any person pursuant to the will or trust of any existing stockholder of First Busey, or who is a member of the immediate family of such stockholder, or (3) any corporation which, immediately prior to such acquisition, is owned directly or indirectly by the stockholders in the same proportion as their ownership of stock immediately prior to such acquisition; (B) if Executive agrees in writing that the transaction or event in question does not constitute a Change of Control for the purposes of this Agreement; or (C) with respect to the Merger.

Termination Upon Change of Control. Following Employee may terminate this Agreement and her employment hereunder for any reason within one (1) year after a Change of Control, this Agreement and Executive’s employment hereunder may be terminated in accordance with Section 4(a), (b), or (c) Control occurs by delivering written notice of termination to the other party First Busey or its successor no less than thirty (30) days before the effective date of termination. After one (1) year following the Change of Control, Employee may terminate this Agreement and her employment hereunder only in accordance with Section 4(a) or (c). (i) A “Change of Control” will be deemed to have occurred if: (Aa) any person (as such term is defined in Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act”)) acquires beneficial ownership (within the meaning of Rule 13d-3 promulgated under the 0000 Xxx) of 33% or more than fifty percent (50%) of the combined voting power of the then outstanding voting securities of First Buseysecurities; or (Bb) the individuals who were members of the Board of Directors of First Busey on the Effective Time Date (the “Current Board Members”) cease for any reason (other than the reasons specified in Section 4(d)(ii) below) to constitute a majority of the Board of First Busey or its successor; however, if the election or the nomination for election of any new director of First Busey or its successor is approved by a vote of a majority of the individuals who are Current Board Members, such new director shall, for the purposes of this Section 4(d)(i), be considered a Current Board Member; or (Cc) the consummation of First Busey’s stockholders approve (1) a merger or consolidation of First Busey or Busey Bank and the stockholders of First Busey immediately before such merger or consolidation do not, as a result of such merger or consolidation, own, directly or indirectly, more than fifty percent (50%) 67% of the combined voting power of the then outstanding voting securities of the entity resulting from such merger or consolidation in substantially the same proportion as their ownership of the combined voting power of the outstanding securities of First Busey immediately before such merger or consolidation; or (2) a complete liquidation or dissolution or an agreement for the sale or other disposition of all or substantially all of the assets of First BuseyBusey or Busey Bank. (ii) Notwithstanding and in lieu of Section 4(d)(i), a Change of Control will not be deemed to have occurred: (Aa) solely because 33% or more than fifty percent (50%) of the combined voting power of the then outstanding voting securities of First Busey are acquired by (1) a trustee or other fiduciary holding securities under one or more employee benefit plans maintained for employees of First Busey or its subsidiariesBusey Bank, or (2) any person pursuant to the will or trust of any existing stockholder of First Busey, or who is a member of the immediate family of such stockholder, or (3) any corporation which, immediately prior to such acquisition, is owned directly or indirectly by the stockholders in the same proportion as their ownership of stock immediately prior to such acquisition; (Bb) if Executive Employee agrees in writing that the transaction or event in question does not constitute to waive a particular Change of Control for the purposes of this Agreement; Agreement or (Cc) with respect to upon the Mergerconsummation of the transactions contemplated by the Merger Agreement.

Termination Upon Change of Control. Following Employee may terminate this Agreement and his employment hereunder for any reason within one (1) year after a Change of Control, this Agreement and Executive’s employment hereunder may be terminated in accordance with Section 4(a), (b), or (c) Control occurs by delivering written notice of termination to the other party First Busey or its successor no less than thirty (30) days before the effective date of termination. After one (1) year following the Change of Control, Employee may terminate this Agreement and his employment hereunder only in accordance with Section 4(a) or (c). (i) A “Change of Control” will be deemed to have occurred if: (Aa) any person (as such term is defined in Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act”)) acquires beneficial ownership (within the meaning of Rule 13d-3 promulgated under the 0000 1000 Xxx) of 33% or more than fifty percent (50%) of the combined voting power of the then outstanding voting securities of First Buseysecurities; or (Bb) the individuals who were members of the Board of Directors of First Busey on the Effective Time Date (the “Current Board Members”) cease for any reason (other than the reasons specified in Section 4(d)(ii) below) to constitute a majority of the Board of First Busey or its successor; however, if the election or the nomination for election of any new director of First Busey or its successor is approved by a vote of a majority of the individuals who are Current Board Members, such new director shall, for the purposes of this Section 4(d)(i), be considered a Current Board Member; or (Cc) the consummation of First Busey’s stockholders approve (1) a merger or consolidation of First Busey or Busey Bank and the stockholders of First Busey immediately before such merger or consolidation do not, as a result of such merger or consolidation, own, directly or indirectly, more than fifty percent (50%) 67% of the combined voting power of the then outstanding voting securities of the entity resulting from such merger or consolidation in substantially the same proportion as their ownership of the combined voting power of the outstanding securities of First Busey immediately before such merger or consolidation; or (2) a complete liquidation or dissolution or an agreement for the sale or other disposition of all or substantially all of the assets of First BuseyBusey or Busey Bank. (ii) Notwithstanding and in lieu of Section 4(d)(i), a Change of Control will not be deemed to have occurred: (Aa) solely because 33% or more than fifty percent (50%) of the combined voting power of the then outstanding voting securities of First Busey are acquired by (1) a trustee or other fiduciary holding securities under one or more employee benefit plans maintained for employees of First Busey or its subsidiariesBusey Bank, or (2) any person pursuant to the will or trust of any existing stockholder of First Busey, or who is a member of the immediate family of such stockholder, or (3) any corporation which, immediately prior to such acquisition, is owned directly or indirectly by the stockholders in the same proportion as their ownership of stock immediately prior to such acquisition; (Bb) if Executive Employee agrees in writing that the transaction or event in question does not constitute to waive a particular Change of Control for the purposes of this Agreement; Agreement or (Cc) with respect to upon the Mergerconsummation of the transaction contemplated by the Merger Agreement.