Common use of Board of Director Membership Clause in Contracts

Board of Director Membership. For the purposes of this Agreement, in determining whether there has been a sufficient change in the membership of the Company's or the Bank's board of directors to be deemed a Change of Control, and thus to require a Change of Control Payment to the Executive: (a) Any director who replaces a director who has been removed for cause, who has died, who has retired at or after age 65, or who has retired due to physical or mental disability, shall be deemed to have been a director from the commencement of the term of the director who was replaced; (b) Any director who is at the Effective Date a director of the Company, the Bank or Bank of the South shall be deemed to have been a director during the relevant time frame specified in this Agreement; or (c) Unless the Executive voted against her or his election, any other director elected during the relevant period shall be deemed to have been a director during the relevant time frame specified in this Agreement. Thus, the fact that new directors have been elected to the relevant board of directors, or that directors have retired or otherwise left the board of directors of an entity covered by this Agreement, shall be considered with reference to the provisions of this paragraph 2.5.

Board of Director Membership. For the purposes of this Agreement, in determining whether there has been a sufficient change in the membership of the Company's or the Bank's board of directors to be deemed a Change of Control, and thus to require a Change of Control Payment to the Executive: (a) Any director who replaces a director who has been removed for cause, who has died, who has retired at or after age 65, or who has retired due to physical or mental disability, shall be deemed to have been a director from the commencement of the term of the director who was replaced; (b) Any director who is at the Effective Date a director of the Company, the Bank or PrimeTrust Bank of the South shall be deemed to have been a director during the relevant time frame specified in this Agreement; or (c) Unless the Executive voted against her or his election, any other director elected during the relevant period shall be deemed to have been a director during the relevant time frame specified in this Agreement. Thus, the fact that new directors have been elected to the relevant board of directors, or that directors have retired or otherwise left the board of directors of an entity covered by this Agreement, shall be considered with reference to the provisions of this paragraph 2.5.

Board of Director Membership. For the purposes of this Agreement, in determining whether there has been a sufficient change in the membership of the Company's ’s or the Bank's ’s board of directors to be deemed a Change of Control, and thus to require a Change of Control Payment to the Executive: (a) Any director who replaces a A director who has been removed for cause, who has died, who has retired at or after age 65, or who has retired due to physical or mental disability, shall not be deemed to have been a director from during the commencement of the term of the director who was replacedrelevant time frame specified in this Agreement; (b) Any director who is at the Effective Date a director of the Company, the Bank or PrimeTrust Bank of the South shall be deemed to have been a director during the relevant time frame specified in this Agreement; or (c) Unless the Executive voted against her or his election, any other director elected during the relevant period shall be deemed to have been a director during the relevant time frame specified in this Agreement. Thus, the fact that new directors have been elected to the relevant board of directors, or that directors have retired or otherwise left the board of directors of an entity covered by this Agreement, shall be considered with reference to the provisions of this paragraph 2.5.