Common use of Termination Upon or Following a Change of Control Clause in Contracts

Termination Upon or Following a Change of Control. (a) For the purposes of this Agreement, a "Change of Control" of the Association shall be (i) an event of a nature that results in a Change of Control of the Association within the meaning of the Home Owners' Loan Act of 1933 and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency), as in effect on the date hereof (provided that in applying the definition of a Change of Control as set forth under the Rules and Regulations of the OTS, the Board of Directors shall substitute its judgment for that of the OTS), or (ii) a Change of Control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), without regard to whether or not such regulation actually applies; provided that, without limitation, such a Change of Control shall be deemed to have occurred if (A) any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act in effect on the date first above written), other than the Association or any person who on the date hereof is a director or officer of the Association, becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Association (not including any securities acquired directly from the Association or its affiliates other than in connection with the acquisition by the Association or its affiliates of a business) representing 20% or more of the combined voting power in the election of directors of the Association's then outstanding securities, (B) during any period of not more than two consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Association together with any new director (other than a director whose initial assumption of office is in connection with any actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Association whose appointment or election by the Board of Directors of the Association or nomination for election by the Association's stockholders was approved or recommended by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors on the date hereof or whose appointment, election or nomination for election was previously so approved or recommended, cease for any reason to constitute at least a majority thereof, (C) the stockholders of the Holding Company or the Association approve a merger or consolidation of the Association with any other corporation, other than (i) a merger or consolidation which would result in the voting securities of the Association's outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) at least 60% of the combined voting power in the election of directors of the securities of the Association or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation, or (ii) a merger or consolidation effected to implement a recapitalization of the Association (or similar transaction) in which no "person" is or becomes the "beneficial owner," directly or indirectly, of securities of the Association (not including in the securities "beneficially owned" by such "person" any securities acquired directly from the Association or its affiliates other than in connection with the acquisition by the Association or its affiliates of a business) representing 20% or more of the combined voting power in the election of directors of the Association's then outstanding securities; or (D) the stockholders of the Association approve a plan of complete liquidation or dissolution of the Association or an agreement for the sale or disposition by the Association of all or substantially all of the Association's assets, other than a sale or disposition by the Association of all or substantially all of the Association's assets to an entity which assumes the obligations set forth in this Agreement, and at least 60% of the combined voting power in the election of directors of the voting securities of which are owned by stockholders of the Association in substantially the same proportions as their ownership of the Association any immediately prior to such sale.

Termination Upon or Following a Change of Control. (a) For the purposes of this Agreement, a "Change of Control" of the Association Holding Company shall be (i) an event of a nature that results in a Change of Control of the Association or the Holding Company within the meaning of the Home Owners' Loan Act of 1933 and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency), as in effect on the date hereof (provided that in applying the definition of a Change of Control as set forth under the Rules and Regulations of the OTS, the Board of Directors shall substitute its judgment for that of the OTS), or (ii) a Change of Control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), without regard to whether or not such regulation actually applies; provided that, without limitation, such a Change of Control shall be deemed to have occurred if (A) any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act in effect on the date first above written), other than the Association Holding Company or any person who on the date hereof is a director or officer of the AssociationHolding Company, becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Association Holding Company (not including any securities acquired directly from the Association Holding Company or its affiliates other than in connection with the acquisition by the Association Holding Company or its affiliates of a business) representing 20% or more of the combined voting power in the election of directors of the AssociationHolding Company's then outstanding securities, (B) during any period of not more than two consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Association Holding Company together with any new director (other than a director whose initial assumption of office is in connection with any actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Association Holding Company) whose appointment or election by the Board of Directors of the Association Holding Company or nomination for election by the AssociationHolding Company's stockholders was approved or recommended by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors on the date hereof or whose appointment, election or nomination for election was previously so approved or recommended, cease for any reason to constitute at least a majority thereof, (C) the stockholders of the Holding Company or the Association approve a merger or consolidation of the Holding Company or the Association with any other corporation, other than (i) a merger or consolidation which would result in the voting securities of the Association's Holding Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) at least 60% of the combined voting power in the election of directors of the securities of the Association Holding Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation, or (ii) a merger or consolidation effected to implement a recapitalization of the Association Holding Company (or similar transaction) in which no "person" is or becomes the "beneficial owner," directly or indirectly, of securities of the Association Holding Company (not including in the securities "beneficially owned" by such "person" any securities acquired directly from the Association Holding Company or its affiliates other than in connection with the acquisition by the Association Holding Company or its affiliates of a business) representing 20% or more of the combined voting power in the election of directors of the AssociationHolding Company's then outstanding securities; or (D) the stockholders of the Association Holding Company approve a plan of complete liquidation or dissolution of the Association Holding Company or an agreement for the sale or disposition by the Association Holding Company of all or substantially all of the AssociationHolding Company's assets, other than a sale or disposition by the Association Holding Company of all or substantially all of the AssociationHolding Company's assets to an entity which assumes the obligations set forth in this Agreement, and at least 60% of the combined voting power in the election of directors of the voting securities of which are owned by stockholders of the Association Holding Company in substantially the same proportions as their ownership of the Association any Holding Company immediately prior to such sale. A Change of Control of the Holding Company shall also include any event described in this section 5(a) if the term "Association" were substituted for the term "Holding Company" each time it appears herein. (b) Subject to sections 14 and 15, Executive shall be entitled to the payments and benefits contemplated by section 5(c) in the event of his termination of employment with the Holding Company following a Change of Control under any of the circumstances described in section 4(a) of this Agreement or under any of the following circumstances: (i) resignation, voluntary or otherwise, by Executive at any time during the term of this Agreement and within ninety (90) days following his demotion, loss of title, office or significant authority or responsibility, or following any material reduction in any element of his compensation and benefits; (ii) resignation, voluntary or otherwise, by Executive at any time during the term of this Agreement and within ninety (90) days following (A) any relocation of his principal place of employment outside of a 25-mile radius of the principal place of employment immediately prior to the Change of Control that would require a relocation of his residence in order to be able to commute to such new place of employment within a commuting time not in excess of the greater of 60 minutes or Executive's commuting time prior to the Change of Control or (B) any material adverse change in working conditions at such principal place of employment; or (iii) resignation, voluntary or otherwise, by Executive at any time during the term of this Agreement following the failure of any successor to the Holding Company in the Change of Control to include Executive in any compensation or benefit program maintained by it or covering any of its executive officers, unless Executive is already covered by a substantially similar plan of the Holding Company which is at least as favorable to him. (c) Upon the termination of Executive's employment with the Holding Company following a Change of Control under circumstances described in section 4(a) or section 5(b) of this Agreement, the Holding Company shall pay and provide to Executive (or, in the event of his death, to his estate): (i) his earned but unpaid compensation (including, without limitation, all items which constitute wages under applicable law and the payment of which is not otherwise provided for under this Section 4(b)) as of the date of the termination of his employment with the Holding Company, such payment to be made at the time and in the manner prescribed by law applicable to the payment of wages but in no event later than thirty (30) days after termination of employment; (ii) the benefits, if any, to which he is entitled as a former employee under the employee benefit plans and programs and compensation plans and programs maintained for the benefit of the Holding Company's officers and employees; (iii) continued group life, health (including hospitalization, medical and major medical), dental, accident and long-term disability insurance benefits, in addition to that provided pursuant to section 5(c)(ii), and after taking into account the coverage provided by any subsequent employer, if and to the extent necessary to provide for Executive, for a period of thirty-six (36) months after termination of Executive's employment (the "Payment Period"), coverage equivalent to the coverage to which he would have been entitled under such plans (as in effect on the date of his termination of employment, or, if his termination of employment occurs after a Change of Control, on the date of such Change of Control, whichever benefits are greater) if he had continued working for the Holding Company during the Payment Period at the highest annual rate of compensation achieved during that portion of the term of this Agreement which is prior to Executive's termination of employment with the Holding Company, it being understood that Executive's "qualifying event" for purposes of continuation coverage under COBRA shall occur at the expiration of this period; (iv) within five (5) days following his termination of employment with the Holding Company, a lump sum payment, in an amount equal to the salary that Executive would have earned if he had continued working for the Holding Company during the Payment Period at the highest annual rate of salary achieved during that portion of the term of this Agreement which is prior to Executive's termination of employment with the Holding Company. Such lump sum is to be paid in lieu of all other payments of salary provided for under this Agreement in respect of the period following any such termination; (v) within thirty (30) days following his termination of employment with the Holding Company, a lump sum payment in an amount equal to the excess, if any, of: (A) the present value of the aggregate benefits to which he would be entitled under any and all qualified and non-qualified defined benefit pension plans maintained by, or covering employees of, the Holding Company, if he were 100% vested thereunder and had continued working for the Holding Company during the Payment Period, such benefits to be determined as of the date of termination of employment by adding to the service actually recognized under such plans an additional period equal to the Payment Period and by adding to the compensation recognized under such plans for the year in which termination of employment occurs all amounts payable under sections 5(c)(i), (iv) and (vi); over (B) the present value of the benefits to which he is actually entitled under such defined benefit pension plans as of the date of his termination; where such present values are to be determined using the mortality tables prescribed under section 415(b)(2)(E)(v) of the Code and a discount rate, compounded monthly equal to the annualized rate of interest prescribed by the Pension Benefit Guaranty Corporation for the valuation of immediate annuities payable under terminating single-employer defined benefit plans for the month in which the Executive's termination of employment occurs ("Applicable PBGC Rate"); and (vi) within five (5) days following termination of Executive's employment with the Holding Company, the payments that would have been made to Executive under any cash bonus or long-term or short-term cash incentive compensation plan maintained by, or covering employees of, the Holding Company if he had continued working for the Holding Company during the Payment Period and had earned in each calendar year that ends during the Payment Period a bonus in an amount equal to the highest annual bonus or incentive award actually paid to him in any calendar year ending during the three-year period ending on the date of termination of employment. The Holding Company and Executive hereby stipulate that the damages which may be incurred by Executive following any such termination of employment following a Change of Control are not capable of accurate measurement as of the date first above written and that the payments and benefits contemplated by this section 5 (c) constitute reasonable damages under the circumstances and shall be payable without any requirement of proof of actual damage and without regard to Executive's efforts, if any, to mitigate damages. The Holding Company and Executive further agree that the Holding Company may condition the payments and benefits (if any) due under sections 5(c)(iii), (iv), (v), and (vi) on the receipt of Executive's resignation from any and all positions which he holds as an officer, director or committee member with respect to the Holding Company or Association or any subsidiary or affiliate of either of them.

Termination Upon or Following a Change of Control. (a) For the purposes of this Agreement, a "Change of Control" of the Association shall be (i) an event of a nature that results in a A Change of Control of the Association Company ("Change of Control") shall be deemed to have occurred upon the happening of any of the following events: (i) the acquisition by any individual, entity or group (within the meaning of the Home Owners' Loan Act of 1933 and the Rules and Regulations promulgated by the Office of Thrift Supervision (Section 13(d)(3) or its predecessor agency), as in effect on the date hereof (provided that in applying the definition of a Change of Control as set forth under the Rules and Regulations of the OTS, the Board of Directors shall substitute its judgment for that of the OTS), or (ii) a Change of Control of a nature that would be required to be reported in response to Item 6(e14(D)(2) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), without regard to whether or not such regulation actually applies; provided that, without limitation, such a Change of Control shall be deemed to have occurred if beneficial ownership (A) any "person" (as such term is used in Sections 13(d) and 14(d) within the meaning of the Exchange Act in effect on the date first above written), other than the Association or any person who on the date hereof is a director or officer of the Association, becomes the "beneficial owner" (as defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, ) of securities of the Association (not including any securities acquired directly from the Association or its affiliates other than in connection with the acquisition by the Association or its affiliates of a business) representing 20% or more of the combined voting power in the election then outstanding shares of directors common stock of the Association's Company (the "Outstanding Company Common Stock"); provided, however, that any acquisition by the Company or its subsidiaries of 20% or more of Outstanding Company Common Stock shall not constitute a Change of Control; and provided, further, that any acquisition by a corporation with respect to which, following such acquisition, more than 50% of the then outstanding securities, (B) during any period shares of not more than two consecutive years, individuals who at the beginning common stock of such period corporation, is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners of the Outstanding Company Common Stock immediately prior to such acquisition in substantially the same proportion as their ownership, immediately prior to such acquisition, of the Outstanding Company Common Stock, shall not constitute a Change of Control; or (ii) Individuals who, as of the date of this Agreement, constitute the Board of Directors of (the Association together with any new director (other than a director whose initial assumption of office is in connection with any actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Association whose appointment or election by the Board of Directors of the Association or nomination for election by the Association's stockholders was approved or recommended by a vote of at least two-thirds (2/3"Incumbent Board") of the directors then still in office who either were directors on the date hereof or whose appointment, election or nomination for election was previously so approved or recommended, cease for any reason to constitute at least a majority thereofof the Board, provided that any individual becoming a director subsequent to the date of this Agreement whose election, or nomination or election by the Company's shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office is in connection with either an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board; or (iii) Consummation by the Company of (A) a reorganization, merger or consolidation, in each case, with respect to which all or substantially all the individuals and entities who were the beneficial owners of the Outstanding Company Common Stock immediately prior to such reorganization, merger or consolidation do not, following such reorganization, merger or consolidation, beneficially own, directly or indirectly, more than 40% of the then outstanding shares of common stock of the corporation resulting from such a reorganization, merger or consolidation; (B) a reorganization, merger or consolidation, in each case, (a) with respect to which all or substantially all of the individuals and entities who were the beneficial owners of the Outstanding Company Common Stock immediately prior to such reorganization, merger or consolidation, following such reorganization, merger or consolidation, beneficially own, directly or indirectly, more than 40% but less than 50% of the then outstanding shares of common stock of the corporation resulting from such a reorganization, merger or consolidation, (b) at least a majority of the directors then constituting the Incumbent Board do not approve the transaction and do not designate the transaction as not constituting a Change of Control, and (c) following the transaction members of the then Incumbent Board do not continue to comprise at least a majority of the Board; or (C) he sale or other disposition of all substantially or substantially all of the assets of the Company, excluding a sale or other disposition of assets to a subsidiary of the Company; or (iv) Consummation by the Bank of (i) a reorganization, merger or consolidation, in each case, with respect to which, following such reorganization, merger or consolidation, the Company does not beneficially own, directly or indirectly, more than 50% of the then outstanding shares of common stock of the corporation or bank resulting from such a reorganization, merger or consolidation or (ii) the stockholders of the Holding Company approve a plan the sale or other disposition of all or substantially all of the assets of the Bank, excluding a sale or other disposition of assets to the Company or the Association approve a merger or consolidation subsidiary of the Association Company. In no event, however, shall a Change of Control be deemed to have occurred as a result of any acquisition of securities or assets of the Company, the Bank, or a subsidiary of either of them, by the Company, the Bank, or a subsidiary of either of them, or by any employee benefit plan maintained by any of them. For purposes of this section 11(a), the term "person" shall have the meaning assigned to it under sections 13(d)(3) or 14(d)(2) of the Exchange Act. (b) Notwithstanding section 9, in the event that the Executive terminates employment with the Company for any other corporationreason or no reason within ninety (90) days following the effective date of a Change of Control or due to a termination not for Cause, other than Executive shall be entitled to the payments and benefits contemplated by section 9(b); provided, however, that the benefit owed under section 9(b) shall be calculated as if the Remaining Unexpired Employment Period was a fixed term of three (3) years and any payments under a Supplemental Executive Retirement Benefit Plan or Arrangement shall be made in a lump sum as if the Executive had attained normal retirement age under such arrangement. (c) For purposes of this Agreement, a "Pending Change of Control" shall mean: (i) the signing of a merger or consolidation which definitive agreement for a transaction which, if consummated, would result in the voting securities a Change of the Association's outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) at least 60% of the combined voting power in the election of directors of the securities of the Association or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation, or Control; (ii) the commencement of a merger tender offer which, if successful, would result in a Change of Control; (iii) the circulation of a proxy statement seeking proxies in opposition to management in an election contest which, if successful, would result in a Change of Control; (iv) the Company or consolidation effected any person publicly announces an intention to implement take or to consider taking action, which, if consummated, would constitute a recapitalization Change of Control; (v) any person (other than the Association (Company, the Bank or similar transactionan employee benefit plan of either) in which no "person" is or becomes the "beneficial owner," , directly or indirectly, (or discloses directly or indirectly to the Company or the public a plan to become the beneficial owner) of securities of the Association (not including in the securities "beneficially owned" by such "person" any securities acquired directly from the Association or its affiliates other than in connection with the acquisition by the Association or its affiliates of a business) Company representing 20% or of more of the combined voting power in the election of directors of the AssociationCompany's then outstanding securities; or (Dvi) the stockholders Board adopts a resolution to the effect that, for purposes of the Association approve a plan of complete liquidation or dissolution of the Association or an agreement for the sale or disposition by the Association of all or substantially all of the Association's assets, other than a sale or disposition by the Association of all or substantially all of the Association's assets to an entity which assumes the obligations set forth in this Agreement, and at least 60% a Pending Change of Control has occurred. For purposes of this paragraph, if a termination of the combined voting power in the election of directors of the voting securities of which are owned by stockholders of the Association in substantially the same proportions as their ownership of the Association any immediately Executive's employment occurs prior to a Change of Control, but following a Pending Change of Control, such saletermination shall be deemed to have followed a Change of Control and to have been (i) by the Company without Cause, if the Executive's employment is terminated without Cause with the encouragement of, or at the direction of, a third party, or (ii) by the Executive with Good Reason, if the Executive terminates the Executive's employment with Good Reason and the act (or failure to act) which constitutes Good Reason occurs following such Potential Change of Control and with the encouragement of, or at the direction of, a third party.

Termination Upon or Following a Change of Control. If there is a “Change of Control” (aas defined below) and the Employee’s employment is terminated by the Company without Cause or by the Employee with Good Reason prior to the expiration of the Term of this Agreement and “in anticipation of a Change of Control” (as hereinafter defined) or within two (2) years following a Change of Control, the words “two (2) years” shall replace the words “one (1) year” in clauses (iii) and (v) of Paragraph 6(b). For the purposes of this Agreement, a "Change of Control" of the Association shall be (i) an event of a nature that results in a Change of Control of the Association within the meaning of the Home Owners' Loan Act of 1933 and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency), as in effect on the date hereof (provided that in applying the definition of a Change of Control as set forth under the Rules and Regulations of the OTS, the Board of Directors shall substitute its judgment for that of the OTS), or (ii) a Change of Control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), without regard to whether or not such regulation actually applies; provided that, without limitation, such a Change of Control shall be deemed to have occurred if if: i. the stock of the Company ceases to be registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended; or ii. the stockholders of the Company approve a definitive agreement (A) any "person" (as such term is used in Sections 13(d) and 14(d) to merge or consolidate the Company with or into another corporation other than a majority-owned subsidiary of the Exchange Act in effect on Company, pursuant to which (x) the date first above written), other than Company is not the Association surviving or any person resulting entity or (y) the persons who on were the date hereof is a director or officer members of the Association, becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities Board prior to such approval do not represent a majority of the Association (not including any securities acquired directly from the Association or its affiliates other than in connection with the acquisition by the Association or its affiliates of a business) representing 20% or more of the combined voting power in the election of directors of the Association's then outstanding securitiessurviving, resulting or acquiring entity or the parent thereof, or (B) to sell or otherwise dispose of all or substantially all of the Company’s assets; or iii. during any period of not more than two (2) consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Association together with and any new director (other than a director whose initial assumption of office is in connection with any actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Association whose appointment or election by the Board of Directors of the Association or nomination for election by the Association's Company’s stockholders was approved or recommended by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors on at the date hereof beginning of such period or whose appointment, election or nomination for election was previously so approved or recommendedapproved, cease for any reason to constitute at least a majority thereof, (C) the stockholders of the Holding Company or the Association approve a merger or consolidation Board. For purposes of the Association with any other corporation, other than (i) a merger or consolidation which would result in the voting securities of the Association's outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) at least 60% of the combined voting power in the election of directors of the securities of the Association or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation, or (ii) a merger or consolidation effected to implement a recapitalization of the Association (or similar transaction) in which no "person" is or becomes the "beneficial owner," directly or indirectly, of securities of the Association (not including in the securities "beneficially owned" by such "person" any securities acquired directly from the Association or its affiliates other than in connection with the acquisition by the Association or its affiliates of a business) representing 20% or more of the combined voting power in the election of directors of the Association's then outstanding securities; or (D) the stockholders of the Association approve a plan of complete liquidation or dissolution of the Association or an agreement for the sale or disposition by the Association of all or substantially all of the Association's assets, other than a sale or disposition by the Association of all or substantially all of the Association's assets to an entity which assumes the obligations set forth in this Agreement, and at least 60% Employee’s termination of employment by the combined voting power Company without Cause or by Employee with Good Reason shall be treated as “in anticipation of a Change of Control” if such termination occurs during the election six-month period immediately preceding the date on which a Change of directors of the voting securities of which are owned by stockholders of the Association in substantially the same proportions as their ownership of the Association any immediately prior to such saleControl is consummated.