Common use of Change in Control Definitions Clause in Contracts

Change in Control Definitions. (a) For purposes of this Agreement, the term Change in Control shall mean: A change in control (other than one occurring by reason of an acquisition of the Company or Bank by Executive) of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A and any successor rule or regulation promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”) if Company or Bank were subject to the Exchange Act reporting requirements; provided that, without limiting the foregoing, such a change in control shall be deemed to have occurred if the Board of Directors certifies that one of the following has occurred: (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), other than the Company or Bank or any “person” who on the date hereof is a director or officer of the Company or Bank is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company or Bank representing fifty percent (50%) or more of the combined voting power of the Company’s or Bank’s then outstanding securities, or (ii) during any period of one (1) year during the term of Executive’s employment under this Agreement, individuals who at the beginning of such period constitute the Board of Directors of the Company or Bank cease for any reason to constitute at least a majority thereof, unless the election of each director who was not a director at the beginning of such period has been approved in advance by directors representing at least two-thirds of the directors then in office who were directors at the beginning of the period; (iii) a merger, consolidation or business combination with the Company and/or Bank occurs. (iv) Notwithstanding any other provision in this section, in the event that Executive is determined to be a key employee as that term is defined by Section 409A of the IRC no payment shall be made until one day following six months from the date of separation from service as that term is defined by Section 409A of the IRC. (b) For purposes of this Agreement, the Date of Change in Control shall mean: (i) the first date on which a single person and/or entity, or group of affiliated persons and/or entities, acquire the beneficial ownership of fifty percent (50%) or more of the Company’s voting securities, or more than fifty percent (50%) of the total fair market value of the Company, or (ii) the date of the closing of an Agreement, transferring all or substantially all of the Bank or Company’s assets, or (iii) the date on which a merger, consolidation or business combination is consummated, as applicable, or (iv) the date on which individuals who formerly constituted a majority of the Board of Directors of the Bank or Company under Section 4(a)(ii) hereof and the replacement Directors otherwise approved under Section 4(a)(ii), ceased to be a majority within a one year period.