Termination Following a Change in Control. In the event that [[Financial Institutions:Organization]] terminates the employment of the Executive or the Executive terminates employment with [[Financial Institutions:Organization]], and, in each case, such termination entitles the Executive to compensation or benefits under this Agreement, then the provisions of [Section 4.2] and [Section 4.3] shall apply to the Executive during the term of this Agreement and for the Restriction Period following the Executive’s termination of employment.

Termination Following Change in Control. With respect to Replacement Awards, within 10 days following the Grantee’s termination of employment with the Company, the Advisor or its Affiliates, as applicable, within two years following a Change in Control by the Company, the Advisor or its Affiliates, as applicable, without Cause or by the Grantee for Good Reason.

Termination Following Change in Control. If, consistent with Section 1, Executive remains employed with the Company and the Bank through the closing of a Change in Control and concurrent with or within twenty-four (24) months after the closing of the Change in Control either the Company and the Bank terminate Executive’s employment for reasons other than for Cause, or Executive terminates Executive’s employment with the Company and the Bank for Good Reason, then, subject to Section 11:

Termination Following a Change in Control. If a Change in Control shall have occurred, you shall be entitled to the benefits provided in Section 3 hereof upon your Separation from Service within twelve (12) months after a Change in Control, unless such Separation from Service is # because of your death, # by the Bank for Cause or Disability or # by you other than for Good Reason.

Termination Following a Change in Control. For cessations of employment described in [Section 5.1] that occur during the twenty-four (24) month period following a Change in Control:

If any of the events described in [Section 2] constituting a Change in Control shall have occurred, you shall be entitled to the benefits provided in [Section 5(d)] upon the termination of your employment within twenty-four (24) months after the Change in Control has occurred, or pursuant to [Section 6] prior to the Change in Control, unless such termination is # because of your death or Disability, # by UES for Cause, or # by you other than for Good Reason.

Termination Following Change in Control. Executive shall be entitled to the benefits provided in subsection # below if any of the events, described in Section 2(a) constituting a Change in Control shall have occurred, and:

Termination Following Change in Control. With respect to Replacement Awards, within 10 days following the Grantee’s termination of employment with the Company, the Advisor or its Affiliates, as applicable, within two years following a Change in Control by the Company, the Advisor or its Affiliates, as applicable, without Cause or by the Grantee for Good Reason.

Termination Following Change in Control. Notwithstanding Sections 4, 5 and 6 above, and subject to Section 8 below, if an event constituting a Change in Control of the Company occurs and the Employee thereafter either terminates employment for Good Reason or is involuntarily terminated by the Company without cause, then the performance stock granted hereunder shall immediately vest and Shares of the Company underlying the award shall be delivered as if the maximum Performance Objectives had been fully achieved. The delivery of such shares shall occur on the earlier of # the first day of the seventh month following the date of the Employee’s termination of employment, or # the date of the Employee’s death. Employee’s continued employment with the Company, for whatever duration, following a Change in Control of the Company shall not constitute a waiver of his or her rights with respect to this Section 7. Employee's right to terminate his or her employment pursuant to this Subsection shall not be affected by his or her incapacity due to physical or mental illness. For purposes of this Section 7:

If any of the events described in [Section 2] constituting a Change in Control shall have occurred, you shall be entitled to the benefits provided in [Section 5(d)] upon the termination of your employment within twenty-four (24) months after the Change in Control has occurred, or pursuant to [Section 6] prior to the Change in Control, unless such termination is # because of your death or Disability, # by the Corporation for Cause, or # by you other than for Good Reason.