Change in Control. Notwithstanding anything to the contrary in Section 3, if there is a Change in Control of the Company prior to the payment of the Award, the terms set forth in [Section 6(d)(iii)] of the Plan (including Good Reason protection under [Section 6(d)(iii)(ii)] thereof) shall govern.

Change of Control. As soon as possible and in any event within five (5) days after the occurrence thereof, written notice of any Change of Control.

Change of Control. There occurs any Change of Control.

Change in Control. (i) Any Person (other than one or more members of the Control Group) shall at any time own, directly or indirectly, shares representing more than 35% of the aggregate ordinary voting power represented by the issued and outstanding Capital Stock of ​ or # a “Change of Control” as defined in the Existing Senior Notes Indentures or any “Change of Control” as defined in any indenture governing indebtedness permitted by [Section 6.05(e) or 6.05(n)])] or any event described with similar terminology thereunder shall occur; or

Change of Control. If a Change of Control occurs after the Grant Date while you continue to be employed and before all of the Units have otherwise vested in accordance with the Vesting Schedule, then the following shall apply:

Change In Control. The Committee may provide for accelerated vesting of any Award upon a Change in Control.

Change in Control. In the event of a Change in Control (as defined in the Stock Incentive Plan and including the date immediately prior to an “Anticipatory Termination” as defined therein) of the Company during a Performance Period, each Participant then holding an outstanding Award Opportunity granted under this Plan for such Performance Period shall receive payment of his or her Award Opportunity as follows: # within fifteen (15) days following the date of the Change in Control, each such Participant shall receive a number of Shares equal to the number of Target Shares subject to such Award Opportunity; and # within forty-five (45) days after the date of such Change in Control, each such Participant shall receive a number of Shares equal to the excess, if any, of # the number of Shares that would be payable in accordance with Section 5 if the Company had achieved the management objectives described in Section 5.A for the Performance Period, the Committee had exercised its discretion to reduce the number of Shares payable in accordance with Section 5.B based on the Company’s percentile ranking among the Peer Group with respect to the Peer Performance Measures as described therein, and the Company’s percentile ranking among the Peer Group for each of those Peer Performance Measures during the Performance Period through the end of the fiscal quarter immediately preceding the date of the Change in Control continued throughout the Performance Period at the same level; over # the number of Target Shares subject to such Award Opportunity.

Change in Control. Notwithstanding anything in this Agreement to the contrary, if # a Change in Control occurs and # on or after the Change in Control and on or before the second anniversary of the Change in Control either # your employment is terminated without Cause or # you terminate your employment with [[Bank of America:Organization]] or its Subsidiaries for Good Reason, then the Restricted Stock Units (and any related dividend equivalents) shall become immediately earned as of the date of such termination and shall be payable as of the Settlement Date, without regard to the covenants set forth in paragraph # below, but subject to the additional performance-based cancellation provision set forth in paragraph # below. Notwithstanding anything in this paragraph (b)(iv) to the contrary, upon your death following # a termination of your employment without Cause on or before the second anniversary of a Change in Control or # a termination of your employment with [[Bank of America:Organization]] or its Subsidiaries for Good Reason on or before the second anniversary of a Change in Control, the Restricted Stock Units (and any related dividend equivalents) that are continuing to become payable in accordance with the provisions of this paragraph (b)(iv), but have not yet become payable, shall become immediately payable as of the date of your death, and payment will be made as soon as administratively practicable following your death.

. The Performance-Based Restricted Stock Units may be subject to accelerated vesting and settlement in connection with a Change of Control to the extent provided in Section 10 of the Plan.

Change in Control. In the event of a Change in Control, the effect of the Change in Control on the Options shall be determined by the applicable provisions of the Plan (including, without limitation, [Article 11] of the Plan), provided that # to the extent the Options are assumed or substituted by the successor company in connection with the Change in Control (or the Options are continued by Company if it is the ultimate parent entity after the Change in Control), the Options will vest and become fully exercisable in accordance with [clause (i) of Section 11.2(a)] of the Plan if within twenty-four (24) months following the date of the Change in Control Participant’s service as a Director of the Company is terminated for any reason other than by reason of removal for Cause, and any vested Options (either vested prior to the Change in Control or accelerated by reason of this Section 5(c)) may be exercised for a period of twenty-four (24) months after the date of such termination of service (but in no event later than the Option Expiration Date); and # any portion of the Options which vests and becomes exercisable pursuant to [Section 11.2(b)] of the Plan as a result of such Change in Control will # vest and become exercisable on the day prior to the date of the Change in Control if Participant is then a member of the Company’s Board and # terminate on the date of the Change in Control. For purposes of [Section 11.2] # of the Plan, the Options shall not be deemed assumed or substituted by a successor company (or continued by Company if it is the ultimate parent entity after the Change in Control) if the Options are not assumed, substituted or continued with equity securities of the successor company or Company, as applicable, that are publicly-traded and listed on an exchange in the United States and that have voting, dividend and other rights, preferences and privileges substantially equivalent to the Shares. If the Options are not deemed assumed, substituted or continued for purposes of [Section 11.2(a)] of the Plan, the Options shall be deemed not assumed, substituted or continued and governed by [Section 11.2(b)] of the Plan. Notwithstanding the foregoing, if on the date of the Change in Control the Fair Market Value of one Share is less than the Exercise Price per Share, then the Options shall terminate as of the date of the Change in Control except as otherwise determined by the Committee.