Common use of Change in Control Bonus Clause in Contracts

Change in Control Bonus. (a) If there is a Change in Control of Employer during the Employment Period, Employer will pay Employee a bonus of $75,000 following the consummation thereof. (b) As used herein, a “Change in Control” means the occurrence of any of the following events: (i) any “person,” as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (other than Employer, any trustee or other fiduciary holding securities under an employee benefit plan of Employer, or any corporation owned directly or indirectly by the stockholders of Employer in substantially the same proportion as their ownership of stock in Employer) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of Employer representing 50% or more of the combined voting power of Employer’s then outstanding securities (other than as a result of acquisitions of such securities from Employer); or (ii) the consummation of (A) a merger, share exchange or consolidation of Employer with any other entity or (B) the sale or disposition by Employer of all or substantially all of Employer’s assets but excluding a sale or spin-off of a product line, business unit or line of business of Employer if the remaining business is significant as determined by the Board in its sole discretion (each a “Business Combination”), other than (1) a Business Combination that would result in the voting securities of Employer outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of another entity) beneficial ownership, directly or indirectly, of a majority of the combined voting power of Employer or the surviving entity (including any person that, as a result of such transaction, owns all or substantially all of Employer’s assets either directly or through one or more subsidiaries) outstanding immediately after such Business Combination or (2) a merger, share exchange or consolidation effected to implement a recapitalization of Employer (or similar transaction) in which no “person” (as defined above) is or becomes the beneficial owner of 50% or more of the combined voting power of Employer’s then outstanding securities.

Change in Control Bonus. (a) If there is a Change in Control of Employer during the Employment PeriodPeriod and (i) Employee remains employed by Employer throughout the 90-day period following the Change in Control or (ii) Employee’s employment is terminated by Employer without Cause during such 90-day period, Employer will pay Employee a bonus of $75,000 following 200,000 upon the consummation thereofearlier of the end of such period and such termination. (b) As used hereinin this Agreement, a “Change in Control” means the occurrence of any of the following events: (i) any “person,” as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (other than Employer, any trustee or other fiduciary holding securities under an employee benefit plan of Employer, or any corporation owned directly or indirectly by the stockholders of Employer in substantially the same proportion as their ownership of stock in Employer) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of Employer representing 50% or more of the combined voting power of Employer’s then outstanding securities (other than as a result of acquisitions of such securities from Employer); or (ii) the consummation of (A) a merger, share exchange or consolidation of Employer with any other entity or (B) the sale or disposition by Employer of all or substantially all of Employer’s assets but excluding a sale or spin-off of a product line, business unit or line of business of Employer if the remaining business is significant as determined by the Board in its sole discretion (each a “Business Combination”), other than (1) a Business Combination that would result in the voting securities of Employer outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of another entity) beneficial ownership, directly or indirectly, of a majority of the combined voting power of Employer or the surviving entity (including any person that, as a result of such transaction, owns all or substantially all of Employer’s assets either directly or through one or more subsidiaries) outstanding immediately after such Business Combination or (2) a merger, share exchange or consolidation effected to implement a recapitalization of Employer (or similar transaction) in which no “person” (as defined above) is or becomes the beneficial owner of 50% or more of the combined voting power of Employer’s then outstanding securities.

Change in Control Bonus. (a) If there is a Change in Control of Employer during Mid-Southern Bancorp (the"Company") or the Employment PeriodBank, Employer will pay Employee a bonus and Executive remains continuously employed by the Bank through the closing of $75,000 following the consummation thereof. (b) As used herein, a “such Change in Control” means , then the occurrence of Bank will pay Executive a one-time, lump-sum bonus equal to two times his then-current Base Salary; provided, however, that the Bank will not have any obligation to pay Executive this amount if such Change in Control bonus is a prohibited "golden parachute" payment under the laws and regulations applicable to the Bank. if earned, the Change in Control Bonus will be paid no later than 74 days after the end of the following events: year in which the closing of the Change in Control occurs. "Change in Control" means (i) an event or series of events that have the effect of any “"person,” " as such term is used in Sections Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “"Exchange Act”) (Act'9, other than Employer, any trustee or other fiduciary holding securities of the Company under an any employee benefit plan of Employerthe Company or the Bank, or any corporation owned directly or indirectly by becoming the stockholders of Employer in substantially the same proportion as their ownership of stock in Employer) is or becomes the “"beneficial owner” (" as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of Employer the Company or the Bank representing 50% or more of the combined voting power of Employer’s the Company's or the Bank's then-outstanding stock; (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the board of directors of the Company cease for any reason to constitute a majority thereof, unless the election, or the nomination for election by the stockholders, of each new Company director was approved by the vote of a majority of the Company directors then outstanding securities still in office who were Company directors at the beginning of the period; or (iii) the shareholders of the Company approving a definitive agreement to merge or consolidate the Company with or into another company (other than as a result of acquisitions of such securities from Employer); or (ii) the consummation of (A) a merger, share exchange merger or consolidation of Employer with any other entity or (B) the sale or disposition by Employer of all or substantially all of Employer’s assets but excluding a sale or spin-off of a product line, business unit or line of business of Employer if the remaining business is significant as determined by the Board in its sole discretion (each a “Business Combination”), other than (1) a Business Combination that would result in the holders of voting securities of Employer the Company outstanding immediately prior thereto to such transaction continuing to represent hold (either by remaining outstanding or by being converted into voting securities of another the surviving entity) beneficial ownership, directly or indirectly, of a majority more than 50% of the combined voting power of Employer the voting securities of the Company or the such surviving entity (including any person that, as a result of outstanding immediately after such transaction, owns ) or to sell or otherwise transfer all or substantially all of Employer’s the Company's assets either directly or through one or more subsidiaries) outstanding immediately after to adopt a plan of liquidation. Notwithstanding the foregoing, the term "Change in Control" shall not include a second step conversion where Mid-Southern, M.H.C. converts from mutual to stock form in connection with a second step conversion where shares of Mid-Southern Bancorp are sold to the public and such Business Combination or (2) a merger, share shares are also issued in an exchange or consolidation effected offering to implement a recapitalization of Employer (or similar transaction) in which no “person” (as defined above) is or becomes the beneficial owner of 50% or more existing stockholders of the combined voting power of Employer’s then outstanding securitiesBank.

Change in Control Bonus. In addition to the amounts described in Agreement Paragraph II.A. and as additional consideration for the Employment Services, TCB shall pay Executive a lump sum cash payment equal to $650,000, less applicable withholdings, if (ai) If there is prior to November 19, 2009, TCB enters into a definitive and binding agreement with an unrelated third party (the “Purchase Agreement”) for purposes of causing a Change in Control to occur; and (ii) a Change in Control is subsequently consummated (either between the parties to the Purchase Agreement or pursuant to an alternative transaction that results from continuing negotiations between the parties to the Purchase Agreement) prior to or on November 19, 2010. Any bonus payable pursuant to this Agreement Paragraph II.B. shall be paid within thirty (30) days of Employer during the Employment Period, Employer will pay Employee a bonus effective date of $75,000 following the consummation thereof. (b) As used herein, a “Change in Control” means . For purposes of this Agreement, a Change in Control is deemed to have occurred, as determined by the occurrence of any of Board in its sole discretion (provided that such determination is consistent with other determinations made by the following events: Board pursuant to substantially similar definitions), at such time as: (i) any “person,” (as such the term is used in Sections Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (other than Employer, any trustee or other fiduciary holding securities under an employee benefit plan of Employer, or any corporation owned directly or indirectly by the stockholders of Employer in substantially the same proportion as their ownership of stock in Employer)) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of voting securities of Employer TCB representing more than 50% of TCB’s outstanding voting securities or more of the combined voting power of Employer’s then outstanding securities (other than as a result of acquisitions of rights to acquire such securities from Employer)except for any voting securities issued or purchased under any employee benefit plan of TCB or its subsidiaries; or or (ii) individuals who constitute the consummation Board on the date hereof (the “Incumbent Board”) cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election was approved by a vote of at least three-quarters of the directors comprising the Incumbent Board, or whose nomination for election by TCB’s stockholders was approved by a nominating committee solely composed of members which are Incumbent Board members, shall be, for purposes of this clause (Aii), considered as through he were a member of the Incumbent Board; or (iii) a plan of reorganization, merger, share exchange or consolidation of Employer with any other entity or (B) the consolidation, sale or disposition by Employer of all or substantially all of EmployerTCB’s assets but excluding or a sale similar transaction occurs or spin-off of a product line, business unit or line of business of Employer if the remaining business is significant as determined by the Board in its sole discretion (each a “Business Combination”), other than (1) a Business Combination that would result in the voting securities of Employer outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of another entity) beneficial ownership, directly or indirectly, of a majority of the combined voting power of Employer or the surviving entity (including any person that, as a result of such transaction, owns all or substantially all of Employer’s assets either directly or through one or more subsidiaries) outstanding immediately after such Business Combination or (2) a merger, share exchange or consolidation effected to implement a recapitalization of Employer (or similar transaction) effectuated in which no “person” (as defined above) TCB is not the resulting entity; provided, however, that such an event listed above will be deemed to have occurred or becomes to have been effectuated upon receipt of all required regulatory approvals not including the beneficial owner lapse of 50% or more of the combined voting power of Employer’s then outstanding securitiesany required waiting periods.

Change in Control Bonus. (aA) If there is Upon a Change in Control of Employer the Company, the Executive will receive a payment equal to two-point-nine-nine-nine (2.999) times his then-current Annual Base Salary if the following two (2) conditions are satisfied: (1) Executive was employed by Company on the date that was six (6) months prior to the closing date of the Change of Control; and (2) during the Employment Periodsix (6)-month period before the closing of the Change of Control, Employer Company did not terminate Executive’s employment for Cause and Executive did not resign without Good Reason. The Change in Control bonus payment will pay Employee a bonus be paid to the Executive in cash at the closing of $75,000 following the consummation thereofChange in Control. (bB) As used hereinFor the purposes of this Agreement, a “Change in Control” means the occurrence of any of the following events: (i) an event or series of events which have the effect of any “person,” as such term is used in Sections Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (, other than Employer, any trustee or other fiduciary holding securities of the Company under an any employee benefit plan of Employerthe Company, or any corporation owned directly or indirectly by the stockholders of Employer in substantially the same proportion as their ownership of stock in Employer) is or becomes becoming the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of Employer the Company representing 50% forty five percent (45%) or more of the combined voting power of Employer’s the Company's then outstanding securities (stock other than as by an employee benefit plan sponsored by the Company or by a result of acquisitions of person who owns such securities from Employer)a percentage at the Effective Date; or (ii) during any period of two (2) consecutive years, individuals who at the consummation beginning of such period constitute the Board cease for any reason to constitute a majority thereof, unless the election, or the nomination for election by the stockholders, of each new director was approved by a vote of at least two-thirds (A2/3) of the directors then still in office who were directors at the beginning of the period; (iii) the shareholders of the Company approve a definitive agreement to enter into a merger, consolidation, share exchange or consolidation of Employer other transaction with any other entity or into another company (B) the sale or disposition by Employer of all or substantially all of Employer’s assets but excluding a sale or spin-off of a product line, business unit or line of business of Employer if the remaining business is significant as determined by the Board in its sole discretion (each a “Business Combination”), other than (1) a Business Combination transaction that would result in the voting securities of Employer the Company outstanding immediately prior thereto to such transaction continuing to represent (either by remaining outstanding or by be being converted into voting securities of another the surviving entity) beneficial ownership, directly or indirectly, of a majority at least fifty percent (50%) of the combined voting power of Employer the voting securities of the Company or the such surviving entity (including any person that, as a result of outstanding immediately after such transaction, owns ) or to sell or otherwise-transfer all or substantially all of Employerthe Company’s assets either directly or through one or more subsidiariesto adopt a plan of liquidation. A Change of Control shall also be deemed to occur if (i) outstanding immediately after such Business Combination the Company enters into an agreement, the consummation of which would result in the occurrence of a Change of Control, or (2ii) the Board adopts a merger, share exchange or consolidation effected resolution to implement the effect that a recapitalization Change of Employer (or similar transaction) in which no “person” (as defined above) is or becomes the beneficial owner Control for purposes of 50% or more of the combined voting power of Employer’s then outstanding securitiesthis Agreement has occurred.