Common use of CHANGE IN CONTROL OF THE BANK Clause in Contracts

CHANGE IN CONTROL OF THE BANK. In the event of a "Change in Control" of the Bank during the Term of Employment, as defined herein, and if as a result of any such Change in Control Executive either (i) is terminated (except "for Cause" as defined in Section 4.2 above), during both the Term of Employment and the one-year period after the Change in Control becomes effective, from his employment hereunder and before he reaches age 75, or (ii) has a "Change in Duties or Salary" as defined below and resigns, during both the Term of Employment and the one-year period after the Change in Control becomes effective, as a result of such change, then Executive shall be entitled to receive severance compensation in an amount equal to one hundred fifty percent (150%) of his Base Salary then in effect and any other amounts owing to Executive at the time of such termination date, which shall be paid in a lump sum within 14 days following the date of termination or resignation. For purposes of this Section 5, "Change in Control" of the Bank shall mean: (i) any transaction, whether by merger, consolidation, asset sale, tender offer, reverse stock split or otherwise, which results in the acquisition of beneficial ownership (as such term is defined under rules and regulations promulgated under the Securities Exchange Act of 1934, as amended) by any person or entity or any group of persons or entities acting in concert, with the exception of the Bank's Board of Directors or the Bank's shareholders, of 50% or more of the outstanding shares of common stock of the Bank; (ii) the sale of all or substantially all of the assets of the Bank; or (iii) the liquidation of the Bank. For purposes of this Agreement, "Change in Duties or Salary" of Executive shall mean any of: (i) a change in duties and responsibilities of Executive from those duties and responsibilities of Executive for the Bank in effect at the time a Change in Control occurs, which change results in the assignment of duties and responsibilities inferior to those duties and responsibilities of Bank at the time such Change in Control occurs; (ii) a reduction in rate of annual salary from such rate in effect at the time of Change in Control; or (iii) a change in the place of assignment of Bank from Fayetteville, Georgia, to any other city or geographical location that is located further than 15 miles from the principal office of the Bank in Fayetteville, Georgia.

CHANGE IN CONTROL OF THE BANK. In the event of a "Change in Control" of the Bank during the Term of Employment, as defined herein, and if as a result of any such Change in Control Executive either (i) is terminated (except "for Cause" as defined in Section 4.2 above), during both the Term of Employment and the one-year period after the Change in Control becomes effective, from his employment hereunder and before he reaches age 7572, or (ii) has a "Change in Duties or Salary" as defined below and resigns, during both the Term of Employment and the one-year period after the Change in Control becomes effective, as a result of such change, then Executive shall be entitled to receive severance compensation in an amount equal to one hundred fifty percent (150%) of his Base Salary then in effect and any other amounts owing to Executive at the time of such termination date, which shall be paid in a lump sum within 14 days following the date of termination or resignation. For purposes of this Section 5, "Change in Control" of the Bank shall mean: (i) any transaction, whether by merger, consolidation, asset sale, tender offer, reverse stock split or otherwise, which results in the acquisition of beneficial ownership (as such term is defined under rules and regulations promulgated under the Securities Exchange Act of 1934, as amended) by any person or entity or any group of persons or entities acting in concert, with the exception of the Bank's Board of Directors or the Bank's shareholders, of 50% or more of the outstanding shares of common stock of the Bank; (ii) the sale of all or substantially all of the assets of the Bank; or (iii) the liquidation of the Bank. For purposes of this Agreement, "Change in Duties or Salary" of Executive shall mean any of: (i) a change in duties and responsibilities of Executive from those duties and responsibilities of Executive for the Bank in effect at the time a Change in Control occurs, which change results in the assignment of duties and responsibilities inferior to those duties and responsibilities of Bank at the time such Change in Control occurs; (ii) a reduction in rate of annual salary from such rate in effect at the time of Change in Control; or (iii) a change in the place of assignment of Bank from Fayetteville, Georgia, to any other city or geographical location that is located further than 15 miles from the principal office of the Bank in Fayetteville, Georgia.

CHANGE IN CONTROL OF THE BANK. In the event of a "“Change in Control" ” of the Bank during the Term of EmploymentEmployment or any extension thereof, as defined herein, and if as a result of any such Change in Control Executive Employee either (i) is terminated (except "“for Cause" ” as defined in Section 4.2 above), during both the Term of Employment or any extension thereof and the one-year period after the Change in Control becomes effective, from his employment hereunder and before he reaches age 75, or (ii) has a "“Change in Duties or Salary" ” as defined below and resigns, during both the Term of Employment and the one-year period after the Change in Control becomes effective, as a result of such change, then Executive Employee shall be entitled to receive severance compensation in an amount equal to one hundred fifty percent two (150%2) of times i) his Base Salary then in effect and any other Cash Compensation for the most recently completed calendar year plus ii) the annualized amounts owing to Executive at being paid for the time of such termination date, which Executive’s benefits participation level for the most recently completed calendar year. Such severance compensation shall be paid in a lump sum within 14 days following the date of termination or resignation. For purposes of this Section 5, "“Change in Control" ” of the Bank shall mean: (i) any transaction, whether by merger, consolidation, asset sale, tender offer, reverse stock split or otherwise, which results in the acquisition of beneficial ownership (as such term is defined under rules and regulations promulgated under the Securities Exchange Act of 1934, as amended) by any person or entity or any group of persons or entities acting in concert, with the exception of the Bank's ’s Board of Directors or the Bank's ’s shareholders, of 50% or more of the outstanding shares of common stock of the Bank; (ii) the sale of all or substantially all of the assets of the Bank; or (iii) the liquidation of the Bank. For purposes of this Agreement, "“Change in Duties or Salary" ” of Executive EMPLOYEE shall mean any of: (i) a change in duties and responsibilities of Executive EMPLOYEE from those duties and responsibilities of Executive EMPLOYEE for the Bank in effect at the time a Change in Control occurs, which change results in the assignment of duties and responsibilities inferior to those duties and responsibilities of Bank at the time such Change in Control occurs; (ii) a reduction in rate of annual salary from such rate in effect at the time of Change in Control; or (iii) a change in the place of assignment of Bank from FayettevilleXxx County, GeorgiaAlabama, to any other city or geographical location that is located further than 15 25 miles from Xxx County, Alabama. If the principal office amount payable pursuant to this Section 5, together with all other payments and the value attributable to the immediate vesting of unvested options, restricted stock or any other deferred benefits or awards, excluding qualified benefit plans, (“Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Bank Internal Revenue Code of 1986, as amended (the “Code”), and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be reduced to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in Fayettevilleno portion of the Payment being subject to the Excise Tax or (y) the largest portion, Georgiaup to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, Employee shall be given the right to select the order of any required reduction.

CHANGE IN CONTROL OF THE BANK. In the event of a "“Change in Control" ” of the Bank during the Term of EmploymentEmployment or any extension thereof, as defined herein, and if as a result of any such Change in Control Executive EMPLOYEE either (i) is terminated (except "“for Cause" ” as defined in Section 4.2 above), during both the Term of Employment or any extension thereof and the one-year period after the Change in Control becomes effective, from his employment hereunder and before he reaches age 75, or (ii) has a "“Change in Duties or Salary" ” as defined below and resigns, during both the Term of Employment and the one-year period after the Change in Control becomes effective, as a result of such change, then Executive EMPLOYEE shall be entitled to receive severance compensation in an amount equal to one hundred fifty percent (150%) of his Base Salary for the balance of the initial term of this Agreement or any extension thereof. By way of example if EMPLOYEE is due compensation under this provision after he has completed 12 months under this Agreement then the Bank would be obligated to pay EMPLOYEE 24 months of compensation at EMPLOYEE’s base salary amount in effect at the time of his termination and any other amounts owing to Executive EMPLOYEE at the time of such termination date, which shall be paid in a lump sum within 14 days following the date of termination or resignation. For purposes of this Section 5, "“Change in Control" ” of the Bank shall mean: (i) any transaction, whether by merger, consolidation, asset sale, tender offer, reverse stock split or otherwise, which results in the acquisition of beneficial ownership (as such term is defined under rules and regulations promulgated under the Securities Exchange Act of 1934, as amended) by any person or entity or any group of persons or entities acting in concert, with the exception of the Bank's ’s Board of Directors or the Bank's ’s shareholders, of 50% or more of the outstanding shares of common stock of the Bank; (ii) the sale of all or substantially all of the assets of the Bank; or (iii) the liquidation of the Bank. For purposes of this Agreement, "“Change in Duties or Salary" ” of Executive EMPLOYEE shall mean any of: (i) a change in duties and responsibilities of Executive EMPLOYEE from those duties and responsibilities of Executive EMPLOYEE for the Bank in effect at the time a Change in Control occurs, which change results in the assignment of duties and responsibilities inferior to those duties and responsibilities of Bank at the time such Change in Control occurs; (ii) a reduction in rate of annual salary from such rate in effect at the time of Change in Control; or (iii) a change in the place of assignment of Bank from FayettevilleXxx County, GeorgiaAlabama, to any other city or geographical location that is located further than 15 25 miles from the principal office of the Bank in FayettevilleXxx County, GeorgiaAlabama.

CHANGE IN CONTROL OF THE BANK. In (a) If at the event of effective time of, or any time within 36 months following, a "“Change in Control" of the Bank during the Term of Employment, ” (as defined herein, and if as a result of any such Change in Control Executive either below): (i) is terminated the Bank terminates Employee’s employment other than for “Cause” (except "for Cause" as defined in Section 4.2 Paragraph 6(c) above), during both the Term of Employment and the one-year period after the Change in Control becomes effective, from his employment hereunder and before he reaches age 75, or or (ii) has a "Change in Duties or Salary" “Termination Event” (as defined below and resignsbelow) occurs and, during both thereafter, Employee voluntarily terminates his own employment with the Term of Employment and Bank in the one-year period after the Change in Control becomes effective, as a result of such changemanner described below, then Executive (subject to the limitations set forth herein) Employee shall be entitled to receive severance compensation in from the Bank, and the Bank shall be obligated to pay or cause to be paid to Employee, an amount equal to one hundred fifty percent (150%) of his 2.99 multiplied by Employee’s annual Base Salary then in effect and any other amounts owing to Executive at the time the Change in Control became effective or in effect at the time the termination of such termination dateEmployee’s employment becomes effective, which whichever is greater. The payments provided for in this Paragraph 8 shall be paid in a lump sum within 14 days following lieu of any other payments provided for in this Agreement, but, to the date extent otherwise required by Paragraph 6(c), the Bank shall remain obligated to reimburse Employee for the cost of termination or resignation. health insurance coverage to the extent described in that Paragraph. (b) For purposes of this Section 5Agreement, "a “Change in Control" of the Bank ” shall meanbe deemed to have occurred if: (i) after the Effective Date, any transaction, whether by merger, consolidation, asset sale, tender offer, reverse stock split or otherwise, which results in the acquisition of beneficial ownership “Person” (as such term is defined under rules in Sections 3(a)(9) and regulations promulgated under 13(d)(3) of the Securities Exchange Act of 1934, as amended) by any person ), directly or entity indirectly, acquires beneficial ownership of voting stock, or acquires irrevocable proxies or any group combination of persons or entities acting in concertvoting stock and irrevocable proxies, with the exception representing more than 50% of any class of voting securities of the Bank's Board of Directors , or the Bank's shareholders, of 50% or more in any manner acquires control of the outstanding shares election of common stock a majority of the Bank; (ii) the sale of all or substantially all of the assets directors of the Bank; or (iiiii) the liquidation of the Bank. For purposes of this AgreementBank consolidates or merges with or into another corporation, "Change in Duties or Salary" of Executive shall mean any of: (i) a change in duties and responsibilities of Executive from those duties and responsibilities of Executive for otherwise is reorganized, where the Bank is not the resulting or surviving corporation in effect at the time a Change in Control occurs, which change results in the assignment of duties and responsibilities inferior to those duties and responsibilities of Bank at the time such Change in Control occurstransaction; (ii) a reduction in rate of annual salary from such rate in effect at the time of Change in Control; or or (iii) a change in all or substantially all the place of assignment of Bank from Fayetteville, Georgia, Bank’s assets are sold or otherwise transferred to or acquired by any other city corporation, association or geographical location that is located further than 15 miles from the principal office of the Bank in Fayettevilleother person, Georgiaentity, or group.