Employee may terminate his employment hereunder for any reason whatsoever other than “good reason” upon giving at least thirty (30) days’ prior written notice. In addition, Employee shall have the right to terminate his employment hereunder at any time for “good reason.” As used herein, “good reason” means the occurrence of any of the following: # the relocation of Employee’s office to a location outside the State of Illinois or more than fifty (50) miles from its present location, # Employee no longer holds the principal executive office held by Employee on the Effective Date, # a change in reporting structure of Employer where Employee is required to report to someone other than the Board or the Chief Executive Officer, # any action or inaction that constitutes a material breach by Employer of this Agreement (other than with respect to any provision of this Agreement covered by any of [clauses (1) through (3)] of this definition of “good reason”), or # any Change in Control in connection with which # this Agreement is not assumed or continued by any purchaser, acquirer, controlling person or successor to Employer (an “Acquiror”) and # Employee is not offered employment by such Acquiror for the same or a substantially similar executive position and with the same or substantially similar compensation and other benefit opportunities in the aggregate, in each case as enjoyed by Employee immediately before the Change in Control (provided, however, that # if Employee receives gross aggregate proceeds (whether in cash or property) in excess of two million dollars ($2,000,000) as a result of such Change in Control in respect of options, rights or awards under any of Employer’s incentive compensation plans (including shares held following the exercise of any option), with the value of the non-cash portion, if any, of such proceeds being determined in good faith by the Board at fair market value as of the date of such Change in Control, the determination of whether Employee is offered “substantially similar compensation and other benefits opportunities” shall be made without regard to equity-based compensation opportunities, and # if clause (i) does not apply, equity-based compensation opportunities offered by such Acquiror shall be deemed to be “substantially similar” to the equity-based compensation opportunities enjoyed by Employee immediately before the Change in Control if such equity-based compensation opportunities offered by Acquiror are on market-appropriate terms for a company of Employer’s size and industry). Notwithstanding the foregoing, Employee will not have “good reason” to terminate his employment unless # he provides the Board with a written notice detailing the specific circumstances alleged to constitute “good reason” within ninety (90) days after Employee first learns (or should have learned) of the first occurrence of such circumstances, # Employer is given a period of thirty (30) days following receipt of such written notice to cure the applicable “good reason” condition, if susceptible to cure, and

Issuance Other Than Upon Death and Disability. As soon as administratively practicable following the completion of the vesting schedule in Section 2(a), the Company shall cause to be issued, for vested RSUs, Shares registered in the name of Participant or in the name of Participant’s legal representatives, beneficiaries or heirs, as the case may be, evidencing such vested whole Shares (less any Shares withheld to pay withholding taxes). The value of any fractional Shares shall be paid in cash at the same time.

Termination Other Than Death, Disability or Retirement. If a Participant’s employment with the Company or a Participating Subsidiary terminates for any reason other than death, Disability or Retirement (as described in Sections 9.2 and 9.3 below) prior to a Purchase Date, the Participant will cease to participate in the Plan and the Company will refund to the Participant the balance in the Participant’s Account.

All Other Terminations means any termination of your employment with [[Bank of America:Organization]] and its Subsidiaries, whether initiated by you or your employer, other than a termination due to your death or Disability.

Other Terminations. Unless otherwise determined by the Committee upon grant, if any Optionee’s employment with or service to the Company or any Subsidiary is terminated by such Optionee for any reason other than death, Disability, Normal or Early Retirement or Good Reason (as defined below), the Option shall thereupon terminate, except that the portion of any Option that was exercisable on the date of such termination of employment or service may be exercised for the lesser of ninety (90) days after the date of termination (or, if later, such time as the Option may be exercised pursuant to Section 14(d) hereof) or the balance of such Option’s term, which ever period is shorter. The transfer of an Optionee from the employ of or service to the Company to the employ of or service to a Subsidiary, or vice versa, or from one Subsidiary to another, shall not be deemed to constitute a termination of employment or service for purposes of the Plan.

Other Terminations. In the event that you are no longer a NonEmployee Director before the Vesting Date other than as specified in Sections 4 or 5 above, you will forfeit any Shares that have not become nonforfeitable by you at the time of such termination, unless otherwise determined by the Board and/or in accordance with the Plan.

Other Terminations. Except as otherwise provided pursuant to Section 8, in the event of a Participant’s termination of employment during a Performance Period for any reason other than Qualifying Retirement, Other Retirement, death, Disability, or termination of employment by the Company without Cause, the Participant will forfeit his or her Award Opportunity for such Performance Period, without any further action or notice.

Other Terminations. In the event of any other termination of the Executive’s employment that does not qualify as a Qualifying Termination (e.g., by reason of death, disability, the Executive’s voluntary termination for any reason, or the involuntary termination of the Executive’s employment for Cause), the Executive shall be entitled to receive the benefits described in Paragraph 12(a)(i) and the Executive’s outstanding unvested equity awards shall vest as set forth in Paragraph 12(a)(iii), and the Executive shall be deemed to have resigned, with no further action required, all officer, fiduciary and board of director positions that he holds with or on behalf of the Company or the Bank, or their subsidiaries, affiliates, or benefit plans.

Termination By USPB Other Than For Cause, Death, Or Disability. If the circumstances set forth above in [Sections 4(a)], [Permanent Disability] 4(b) [Death] have not occurred and CEO has not been terminated under [Section 4(c), USPB]B] may terminate CEO's employment for any reason or no reason and with or without cause upon thirty (30) days prior written notice to CEO.

Other Employment Terminations. In the event that your employment with Gentex or a Subsidiary terminates during the vesting schedule in a manner other than any specified in Sections 3 or 4 above, all RSUs granted hereby that remain unvested shall be cancelled, terminated, and of no further force and effect, unless otherwise determined under the Plan.