Change of Control Benefit. Upon a Change in Control, the Bank shall pay to the Participant the benefit described in this [Section 4.2].

Change in Control Benefit. If a Change in Control occurs, followed within twenty-four (24) months by a Separation from Service prior to Normal Benefit Date, the Employer shall pay the Executive the Deferral Account balance at Separation from Service, plus an additional amount equal to the Contributions remaining to be made in accordance with [Article 2] provided, however, that no earnings per share requirement shall apply. This benefit shall be paid in a lump sum or in quarterly installments up to 10 years, at the selection of the Executive, and shall commence the first day of the immediately subsequent quarter following Separation from Service. During the payment period, interest shall be credited on the unpaid portion of the benefit as described in [Section 3.1(b)(ii)]. The quarterly payments shall be amortized in such a way so as to produce equal payments over the remaining payment period. This will require quarterly reamortization for changes in the Crediting Rate.

Change of Control/Change in Control. No provision in this Agreement or the Separation Agreement nor any transaction undertaken by either Party in connection with the Distribution shall be construed to create any right, or accelerate entitlement, to any compensation or benefit whatsoever, or be deemed a “change of control” or “change in control” for any purpose including for purpose of any plan, policy, practice or arrangement relating to directors, employees or consultants of any member of the ​ Group or any member of the ​ Group.

Change of Control; Potential Change of Control. For the purposes of this Agreement:

For the purposes of this Agreement:

In the event of a Key Employee’s Termination of Employment following a Change of Control, the Company shall issue the Key Employee a number of shares of Common Stock equal to the Grant Number of Restricted Stock Units.

Change in Control. If a Change in Control occurs after the Grant Date but before the Scheduled Vesting Date and your Service continues to the date of the Change in Control, the provisions of [Section 12] of the Plan shall apply, including those providing for benefits upon termination of Service for Good Reason.

Change in Control. “Change in Control” means one of the following:

Change of Control. There occurs any Change of Control; or

In the event of a Change of Control, if the Change of Control occurs prior to the last day of the Applicable Performance Period (the “End Date”), the Committee will determine the size of the Performance Pool for each outstanding Performance Period in accordance with [Section 2.2] and the Total Value of the Awards in accordance with [Section 2.3] no later than the date of consummation of the Change of Control; provided that # the Positive TSR requirement set forth in [Section 2.4(c), (d) or (e)])])] shall no longer apply to either the Immediate Vesting Amount or the Deferred Vesting Amount and # if the Valuation Date occurs upon the date of a Change of Control on or before the first anniversary of the Initial Date with respect to the applicable Performance Period, the Total Value of each Award for such Performance Period shall be prorated by multiplying it by a fraction # the numerator of which is the number of days elapsed between the Initial Date and the date of the Change of Control and # the denominator of which is 365. For avoidance of doubt, in the event of a Change of Control, the performance of all calculations and actions pursuant to [Sections 2.2 and 2.3]3] hereof using the applicable Valuation Date shall be conditioned upon the final consummation of such Change of Control.