An acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934) of 30% or more of either # the then-outstanding shares of common stock of the Parent Company (the “Outstanding Parent Company Common Stock”) or # the combined voting power of the then-outstanding voting securities of the Parent Company entitled to vote generally in the election of directors (the “Outstanding Parent Company Voting Securities”); excluding, however, the following: # any acquisition directly from the Parent Company, other than an acquisition by virtue of the exercise of a conversion privilege unless the security being so converted itself was acquired directly from the Parent Company, # any repurchase by the Parent Company, # any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Parent Company or any entity controlled by the Parent Company, or # any acquisition pursuant to a transaction that complies with clauses (A), (B) and (C) of subsection # of this Section 8(e); or

Change in Control. In the event of a Change in Control, the following provisions will apply:

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

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

Change in Control. For purposes of this Plan, except as may be otherwise prescribed by the Committee in an Evidence of Award made under this Plan, a “Change in Control” will be deemed to have occurred upon the occurrence (after the Effective Date) of any of the following events:

Change of Control. Upon the occurrence of a Change in Control as defined in [Section 5A(c)], the Committee may accelerate the vesting of outstanding Restricted Stock, in whole or in part, as determined by the Committee, in its sole discretion.

Change of Control. The holders of the capital ownership of the [[Organization A:Organization]] as of the date hereof cease to own and control, directly and indirectly, at least 90% of the capital ownership of the [[Organization A:Organization]].

In the event of a Change in Control, each Outside Director will fully vest in his or her outstanding Company equity awards as of immediately prior to a Change in Control, including any Initial Awards and Annual Awards, provided that the Outside Director continues to be an Outside Director through the date of the Change in Control.

Change in Control. A "Change in Control" shall be deemed to have occurred if, prior to the Termination Date (as defined below):

Change in Control. The occurrence of any of the following events: