Modification and Termination by Board of Directors. The rights of Optionee are subject to modification and termination upon the occurrence of certain events as provided in [Sections 12, 13, 14, 15 and 16]6] of the Plan. Upon adoption by the requisite holders of the Company’s outstanding shares of Common Stock of any plan of dissolution, liquidation, reorganization, merger, consolidation or sale of all or substantially all of the assets of the Company to, or the acquisition of stock representing more than fifty percent (50%) of the voting power of the Company then outstanding by another corporation or person which would, upon consummation, result in termination of this Stock Option in accordance with [Section 16] of the Plan, this Stock Option shall become immediately exercisable as to all unexercised Option Shares notwithstanding the incremental exercise provisions of Paragraph 2 of this Agreement for a period then specified by the Stock Option Committee, but in any event not less than 30 days, in accordance with [Section 8(e)] of the Plan, on the condition that the terminating event described in [Section 16] of the Plan is consummated, except where the Company will remain in existence following the completion of such change of control, the vesting period for the Stock Option will accelerate to three years. If such terminating event is not consummated, this Stock Option shall be exercisable in accordance with the terms of the Agreement, excepting this Paragraph 11.

a change in the composition of the Board of Directors within a two (2) year period such that a majority of the members of the Board of Directors are not Continuing Directors. As used herein, the term “Continuing Directors” shall mean as of any date of determination, any member of the Board of Directors of ​ who

“Board of Directors” means, as to any Person, the board of directors (or comparable managers) of such Person, or (other than for purposes of the definition of “Change of Control”) any committee thereof duly authorized to act on behalf of the board of directors (or comparable managers).

1 For the CEO, change this reference to the Board of Directors.

the composition of the Board shall change such that a majority of the Board shall no longer consist of Continuing Directors; or

A change in the composition of the Board of Directors occurs, as a result of which fewer than one-half of the incumbent directors are directors who either:

“Board of Directors” has the meaning set forth in the definition of “Change in Control.”

Change in Control. The definition of Change in Control in the Agreement is hereby amended by changing every reference of “the Corporation” and “the Board” in such definition to “Holding” and “the Board of Directors of Holding,” respectively.

Section # Regular Meetings. Regular meetings of the Board of Directors shall be held immediately following the annual meeting of the stockholders; without call at such time as shall from time to time be fixed by the Board of Directors; and as called by the Chairman of the Board in accordance with applicable law. Other regular meetings of the Board of Directors shall be held without call at such time as shall from time to time be fixed by the Board of Directors. Such regular meetings may be held without notice, provided the notice of any change in the time of any such meetings shall be given to all of the directors. Notice of a change in the determination of the time shall be given to each director in the same manner as notice for special meetings of the board of directors.

provided that the term “Change in Control” shall not include an acquisition of securities by an employee benefit plan of the Company or the Bank or a change in the composition of the Company’s Board of Directors or the Board at the direction of the DFI or the FDIC. Notwithstanding anything herein to the contrary, no Change in Control shall be considered to have occurred pursuant to a transaction or event described herein, if such transaction or event occurred pursuant to, or in connection with, a public offering approved by the Company’s Board of Directors.