Change in Control. The Bank may terminate and liquidate this Agreement by taking irrevocable action to terminate and liquidate within the thirty (30) days preceding or the twelve (12) months following a Change in Control. This Agreement will then be treated as terminated only if all substantially similar arrangements sponsored by the Bank which are treated as deferred under a single plan under Treasury Regulations §1.409A-l(c)(2) are terminated and liquidated with respect to each participant who experienced the Change in Control so that the Executive and any participants in any such similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the date the Bank takes the irrevocable action to terminate the arrangements.

Change in Control. The Company agrees that, if there is a Change in Control of the Company, then, with respect to all matters thereafter arising concerning the rights of Indemnitees to payments of Expenses and Expense Advances under this Agreement or any other agreement or under the Company’s Certificate of Incorporation or Bylaws as now or hereafter in effect, Independent Legal Counsel (as defined in Section 10(d) hereof) shall be selected by Indemnitees and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent Indemnitee would be permitted to be indemnified under applicable law and the Company agrees to abide by such opinion. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify such counsel against any and all expenses (including attorneys’ fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. As used herein, "Change of Control" shall be deemed to have occurred if:

If there is a Change in Control prior to the commencement of the [[Unknown Identifier]] Performance Period, then the [[Unknown Identifier]] PSUs shall be forfeited and canceled as of the date of such Change in Control.

Change in Control. Subject to any conflicting terms for a given performance share award or restricted stock unit award (which terms shall control and govern):

Change in Control. In the event of a merger or Change in Control, the Restricted Stock Units will be treated in accordance with [Section 15(c)] of the Plan.

Change in Control. Subject to any conflicting terms for a given performance share award or restricted stock unit award (which terms shall control and govern):

Change in Control. In lieu of the payments and benefits set forth in Section 4(b), in the event Executive’s employment terminates without Cause pursuant to Section 3(a)(iv), or due to

Change in Control. “Change in Control” shall have the meaning set forth in the [[Company:Organization]] 2020 Incentive Award Plan.

Change in Control. Notwithstanding any provision of this Agreement to the contrary, in the event of a Change in Control, subject to the Participant’s execution and non-revocation of a customary release of claims in favor of the Company and its Affiliates prior to such Change in Control, any unvested PSUs shall vest effective as of the date of such Change in Control based on the likely level of achievement of the Performance Condition or, with respect to any unvested PSUs for which the Performance Period was completed prior to such Change in Control, based on the actual level of achievement of the Performance Conditions, in each case, as determined in the sole discretion of the Committee, and the Shares underlying the PSUs shall be distributed to the Participant pursuant to Section 3(d) upon such Change in Control; provided, that for any PSUs to which ‎[Section 19] of the Plan applies because such PSUs constitute “deferred compensation” (as defined in Section 409A and [[Unknown Identifier]] of the Code), if the event that constitutes such Change in Control does not also constitute a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the Company’s assets (in either case, as defined in Section 409A and [[Unknown Identifier]] of the Code), such amount shall not be distributed on such Change in Control but instead shall vest as of the date of such Change in Control and shall be paid on the applicable regularly-scheduled Vesting Date set forth in this Agreement pursuant to Section 3(d), except to the extent that earlier distribution would not result in the Participant incurring any additional tax, penalty, interest or other expense under Section 409A and [[Unknown Identifier]] of the Code.