Deferral Pending Change in Control. The obligation of the Company to prepay Notes pursuant to the offers required by subparagraph # and accepted in accordance with subparagraph # of this [Section 8.7] is subject to the occurrence of the Change in Control in respect of which such offers and acceptances shall have been made. In the event that such Change in Control has not occurred on the Change in Control Prepayment Date in respect thereof, the prepayment shall be deferred until, and shall be made on, the date on which such Change in Control occurs. The Company shall keep each holder of Notes reasonably and timely informed of # any such deferral of the date of prepayment, # the date on which such Change in Control and the prepayment are expected to occur, and # any determination by the Company that efforts to effect such Change in Control have ceased or been abandoned (in which case the offers and acceptances made pursuant to this [Section 8.7] in respect of such Change in Control shall be deemed rescinded).

Deferral Pending Change in Control. The obligation of the Company to prepay Notes pursuant to the offers required by subparagraph # and accepted in accordance with subparagraph # of this [Section 8.7] is subject to the occurrence of the Change in Control in respect of which such offers and acceptances shall have been made. In the event that such Change in Control has not occurred on the Change in Control Prepayment Date in respect thereof, the prepayment shall be deferred until, and shall be made on, the date on which such Change in Control occurs. The Company shall keep each holder of Notes reasonably and timely informed of # any such deferral of the date of prepayment, # the date on which such Change in Control and the prepayment are expected to occur, and # any determination by the Company that efforts to effect such Change in Control have ceased or been abandoned (in which case the offers and acceptances made pursuant to this [Section 8.7] in respect of such Change in Control shall be deemed rescinded).

Deferral Pending Change in Control. The obligation of the Company to prepay Notes pursuant to the offers required by subparagraph # and accepted in accordance with subparagraph # of this [Section 8.7] is subject to the occurrence of the Change in Control in respect of which such offers and acceptances shall have been made. In the event that such Change in Control has not occurred on the Change in Control Prepayment Date in respect thereof, the prepayment shall be deferred until, and shall be made on, the date on which such Change in Control occurs. The Company shall keep each holder of Notes reasonably and timely informed of # any such deferral of the date of prepayment, # the date on which such Change in Control and the prepayment are expected to occur, and # any determination by the Company that efforts to effect such Change in Control have ceased or been abandoned (in which case the offers and acceptances made pursuant to this [Section 8.7] in respect of such Change in Control shall be deemed rescinded).

Deferral Pending Change in Control. The obligation of the Company to prepay Notes pursuant to the offers required by subparagraph # and accepted in accordance with subparagraph # of this [Section 8.7] is subject to the occurrence of the Change in Control in respect of which such offers and acceptances shall have been made. In the event that such Change in Control has not occurred on the Change in Control Prepayment Date in respect thereof, the prepayment shall be deferred until, and shall be made on, the date on which such Change in Control occurs. The Company shall keep each holder of Notes reasonably and timely informed of # any such deferral of the date of prepayment, # the date on which such Change in Control and the prepayment are expected to occur, and # any determination by the Company that efforts to effect such Change in Control have ceased or been abandoned (in which case the offers and acceptances made pursuant to this [Section 8.7] in respect of such Change in Control shall be deemed rescinded).

Deferral Pending Change in Control. The obligation of the Issuer to prepay Notes pursuant to the offers required by [Section 8.7(c)] and accepted in accordance with [Section 8.7(d)] is subject to the occurrence of the Change in Control in respect of which such offers and acceptances shall have been made. In the event that such Change in Control does not occur on the Change in Control Proposed Prepayment Date in respect thereof, the prepayment shall be deferred until, and shall be made on the date on which, such Change in Control occurs. The Constituent Companies shall keep each holder of Notes reasonably and timely informed of # any such deferral of the date of prepayment, # the date on which such Change in Control and the prepayment are expected to occur and # any determination by the Parent Guarantor that efforts to effect such Change in Control have ceased or been abandoned (in which case the offers and acceptances made pursuant to this [Section 8.7] in respect of such Change in Control automatically shall be deemed rescinded without penalty or other liability).

Deferral Pending Change of Control. The obligation of the Company to prepay Notes pursuant to the offers required by subparagraph # and accepted in accordance with subparagraph # of this [Section 8.7] is subject to the occurrence of the Change of Control in respect of which such offers and acceptances shall have been made. In the event that such Change of Control does not occur on the Proposed Prepayment Date in respect thereof, the prepayment shall be deferred until and shall be made on the date on which such Change of Control occurs. The Company shall keep each holder of Notes reasonably and timely informed of # any such deferral of the date of prepayment, # the date on which such Change of Control and the prepayment are expected to occur, and # any determination by the Company that efforts to effect such Change of Control have ceased or been abandoned (in which case the offers and acceptances made pursuant to this [Section 8.7] in respect of such Change of Control shall be deemed rescinded).

Change in Control. For purposes of this Agreement, a “Change in Control” shall be deemed to have occurred if # any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 20% or more of the total voting power represented by the Company’s then outstanding Voting Securities (as defined below), # individuals who on the date of this Agreement are members of the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the members of the Board (provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board), or # the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company’s assets.

Change in Control. In the event of a Change in Control, the Award shall be subject to the provisions of [Section 11.1] of the Plan; provided, however, that no acceleration of the Award, or whole or part, shall occur as a result of a Change in Control unless the successor company does not assume or substitute for the Award as provided in [Section 11.1.2]. In the event the successor company does not assume or substitute for the Award, the portion of the Award that vests as a result of a Change in Control shall vest based on actual performance achievement through the date of the Change in Control. The Settlement Date for any portion of the Award that vests pursuant to this Section shall be the date of the Change in Control.

Change in Control. “Change in Control” means any of the following events: # when any person (as such term is used in Sections 13(d) and 14(d)(2) of the Exchange Act), other than an affiliate of Peapack or a Subsidiary or an employee benefit plan established or maintained by Peapack, a Subsidiary or any of their respective affiliates, is or becomes the beneficial owner (as defined in Rule 13d‑3 of the Exchange Act) directly or indirectly, of securities of Peapack representing more than thirty percent (30%) of the combined voting power of Peapack’s then outstanding securities (a “Control Person”), # upon the consummation of # a merger or consolidation of Peapack with or into another corporation (other than a merger or consolidation which is approved by at least two‑thirds of the Continuing Directors (as hereinafter defined) and the definitive agreement for which provides that at least two‑thirds of the directors of the surviving or resulting corporation immediately after the transaction are Continuing Directors (a “Non‑Control Transaction”), or # a sale or disposition of all or substantially all of Peapack’s assets, # if during any one (1) year period , individuals who at the beginning of such period constitute the Board (the “Continuing Directors”) cease for any reason to constitute at least a majority thereof or, following a Non‑Control Transaction, a majority of the board of directors of the surviving or resulting corporation; provided that any individual whose election or nomination for election as a member of the Board (or, following a Non‑Control Transaction, the board of directors of the surviving or resulting corporation) was approved by a vote of at least two‑thirds of the Continuing Directors then in office shall be considered a Continuing Director, or # upon a sale of # common stock of the Bank if after such sale any person (as such term is used in Section 13(d) and 14(d)(2) of the Exchange Act) other than Peapack, an employee benefit plan established or maintained by Peapack or a Subsidiary, or an affiliate of Peapack or a Subsidiary, owns a majority of the Bank’s common stock or # all or substantially all of the Bank’s assets (other than in the ordinary course of business). No person shall be considered a Control Person for purposes of [clause (i) above] if # such person is or becomes the beneficial owner, directly or indirectly, of more than ten percent (10%) but less than twenty‑five percent (25%) of the combined voting power of Peapack’s then outstanding securities if the acquisition of all voting securities in excess of ten percent (10%) was approved in advance by a majority of the Continuing Directors then in office or # such person acquires in excess of ten percent (10%) of the combined voting power of Peapack’s then outstanding voting securities in violation of law and by order of a court of competent jurisdiction, settlement or otherwise, disposes or is required to dispose of all securities acquired in violation of law. Notwithstanding the foregoing, solely to the extent necessary to comply with Section 409A of the Code, a Change in Control shall not be deemed to occur under this Agreement unless it constitutes a “change in control” under Section 409A of the Code and the final regulations promulgated thereunder.

Change in Control. In the event of a Change in Control, all Restricted Stock Units which have not vested on the date of such Change in Control shall immediately vest.