Common use of Change in Control Payments and Benefits Clause in Contracts

Change in Control Payments and Benefits. Notwithstanding any other provision in this Agreement, if your employment is terminated by you for Good Reason or by the Company on account of its failure to renew the Agreement in accordance with Section 2 or without Cause (other than on account of your death or Incapacity), in each case within twenty four (24) months following a Change in Control, you shall be entitled to receive the following payments and benefits, provided you sign a Release and it becomes effective. (i) The sum of: (1) the Accrued Amounts; (2) the amount, if any, of any earned but unpaid incentive or bonus compensation with respect to any completed calendar year immediately preceding the date of termination; (3) the product of the annual cash bonus paid or payable, including by reason of deferral, for the most recently completed year and a fraction, the numerator of which is the number of days in the current year through the date of termination and the denominator of which is 365; and (4) any benefits or awards (including both the cash and stock components) which pursuant to the terms of any plans, policies or programs have been earned or become payable, but which have not been paid to you. These amounts will be paid to you in a lump sum cash payment within ten (10) days after the effective date of the Release; (ii) An amount equal to 2.0 times your Final Compensation. For purposes of this Agreement, Final Compensation means the Base Salary in effect at the date of termination, plus the highest annual cash bonus paid or payable for the two most recently completed years. This severance benefit will be paid to you in a lump sum cash payment within thirty (30) days after the effective date of the Release, subject to compliance with Section 9(i) of this Agreement regarding the requirements of Section 409A of the Code; and (iii) An amount equal to the product of (x) the COBRA Premium times (y) twenty-four (24) months. This severance benefit will be paid to you in a lump sum cash payment within thirty (30) days after the effective date of the Release, subject to compliance with Section 9(i) of this Agreement regarding the requirements of Section 409A of the Code.

Change in Control Payments and Benefits. Notwithstanding any other provision in this Agreement, if your employment is terminated by you for Good Reason or by the Company Bank on account of its failure to renew the Agreement in accordance with Section 2 or without Cause (other than on account of your death or Incapacity), in each case within twenty twenty-four (24) months following a Change in Control, you shall be entitled to receive the following payments and benefitsAccrued Amounts and, provided you sign a Release and it becomes effective.effective not later than the 30th day following the date your employment terminates, the following payments and benefits: (i) The sum of: (1) the Accrued Amounts; (2A) the amount, if any, of any earned but unpaid incentive or bonus compensation with respect to any completed calendar year immediately preceding the date of termination; (3B) the product of the annual cash bonus paid or payable, including by reason of deferral, for the most recently completed year and a fraction, the numerator of which is the number of days in the current year through the date of termination and the denominator of which is 365; and (4C) any benefits or awards (including both the cash and stock components) which pursuant to the terms of any plans, policies or programs have been earned or become payable, but which have not been paid to youyou (to the extent not Accrued Amounts). These amounts will be paid to you in a lump sum cash (or, for stock-based benefits or awards, stock) payment within ten (10) days not later than the 30th day after the effective date your employment terminates, unless a different payment date is required by Section 409A of the Release;Code; and (ii) An amount equal to 2.0 the product of (x) your Total Annual Compensation divided by twelve (12) times your Final Compensation. For purposes (y) the lesser of this Agreement, Final Compensation means twenty-four (24) or the Base Salary in effect at number of months remaining between the date of terminationtermination of your employment and the date you attain your U.S. Social Security Administration normal retirement age, plus the highest annual cash bonus paid or payable including pro-rated credit for the two most recently completed yearsany partial month. This severance benefit amount will be paid to you in a lump sum cash payment within thirty (30) days not later than the 30th day after the effective date of the Release, subject to compliance with Section 9(i) of this Agreement regarding the requirements of Section 409A of the Code; and (iii) An amount equal to the product of (x) the COBRA Premium times (y) twenty-four (24) months. This severance benefit will be paid to you in a lump sum cash payment within thirty (30) days after the effective date of the Releaseyour employment terminates, subject to compliance with Section 9(i) of this Agreement regarding the requirements of Section 409A of the Code.

Change in Control Payments and Benefits. Notwithstanding any other provision in this Agreement, if your employment is terminated by you for Good Reason or by the Company Bank on account of its failure to renew the Agreement in accordance with Section 2 or without Cause (other than on account of your death or Incapacity), in each case within twenty four (24) months following a Change in Control, you shall be entitled to receive the following payments and benefits, provided you sign a Release and it becomes effective. (i) The sum of: (1) the Accrued Amounts; (2) the amount, if any, of any earned but unpaid incentive or bonus compensation with respect to any completed calendar year immediately preceding the date of termination; (3) the product of the annual cash bonus paid or payable, including by reason of deferral, for the most recently completed year and a fraction, the numerator of which is the number of days in the current year through the date of termination and the denominator of which is 365; and (4) any benefits or awards (including both the cash and stock components) which pursuant to the terms of any plans, policies or programs have been earned or become payable, but which have not been paid to you. These amounts will be paid to you in a lump sum cash payment within ten (10) days after the effective date of the Release; (ii) An amount equal to 2.0 times your Final Compensation. For purposes of this Agreement, Final Compensation means the Base Salary in effect at the date of termination, plus the highest annual cash bonus paid or payable for the two most recently completed years. This severance benefit will be paid to you in a lump sum cash payment within thirty (30) days after the effective date of the Release, subject to compliance with Section 9(i) of this Agreement regarding the requirements of Section 409A of the Code; and (iii) An amount equal to the product of (x) the COBRA Premium times (y) twenty-four (24) months. This severance benefit will be paid to you in a lump sum cash payment within thirty (30) days after the effective date of the Release, subject to compliance with Section 9(i) of this Agreement regarding the requirements of Section 409A of the Code.

Change in Control Payments and Benefits. Notwithstanding any other provision in this Agreement, if your employment is terminated by you for Good Reason or by the Company on account of its failure to renew the Agreement in accordance with Section 2 or without Cause (other than on account of your death or Incapacity), in each case within twenty twenty-four (24) months following a Change in Control, you shall be entitled to receive the following payments and benefitsAccrued Amounts and, provided you sign a Release and it becomes effective.effective not later than the 30th day following the date your employment terminates, the following payments and benefits: (i) The sum of: (1) the Accrued Amounts; (2A) the amount, if any, of any earned but unpaid incentive or bonus compensation with respect to any completed calendar year immediately preceding the date of termination; (3B) the product of the annual cash bonus paid or payable, including by reason of deferral, for the most recently completed year and a fraction, the numerator of which is the number of days in the current year through the date of termination and the denominator of which is 365; and (4C) any benefits or awards (including both the cash and stock components) which pursuant to the terms of any plans, policies or programs have been earned or become payable, but which have not been paid to youyou (to the extent not Accrued Amounts). These amounts will be paid to you in a lump sum cash (or, for stock-based benefits or awards, stock) payment within ten (10) days not later than the 30th day after the effective date your employment terminates, unless a different payment date is required by Section 409A of the Release;Code; and (ii) An amount equal to 2.0 the product of (x) your Total Annual Compensation divided by twelve (12) times your Final Compensation. For purposes (y) the lesser of this Agreement, Final Compensation means twenty-four (24) or the Base Salary in effect at number of months remaining between the date of terminationtermination of your employment and the date you attain your U.S. Social Security Administration normal retirement age, plus the highest annual cash bonus paid or payable including pro-rated credit for the two most recently completed yearsany partial month. This severance benefit amount will be paid to you in a lump sum cash payment within thirty (30) days not later than the 30th day after the effective date of the Release, subject to compliance with Section 9(i) of this Agreement regarding the requirements of Section 409A of the Code; and (iii) An amount equal to the product of (x) the COBRA Premium times (y) twenty-four (24) months. This severance benefit will be paid to you in a lump sum cash payment within thirty (30) days after the effective date of the Releaseyour employment terminates, subject to compliance with Section 9(i) of this Agreement regarding the requirements of Section 409A of the Code.

Change in Control Payments and Benefits. Notwithstanding any other provision in this Agreement, if your employment is terminated by you for Good Reason or by the Company on account of its failure to renew the Agreement in accordance with Section 2 or without Cause (other than on account of your death or Incapacity), in each case within twenty twenty-four (24) months following a Change in Control, you shall be entitled to receive the following payments and benefitsAccrued Amounts and, provided you sign a Release and it becomes effective.effective not later than the 30th day following the date your employment terminates, the following payments and benefits: (i) The sum of: (1) the Accrued Amounts; (2A) the amount, if any, of any earned but unpaid incentive or bonus compensation with respect to any completed calendar year immediately preceding the date of termination; (3B) the product of the annual cash bonus paid or payable, including by reason of deferral, for the most recently completed year and a fraction, the numerator of which is the number of days in the current year through the date of termination and the denominator of which is 365; and (4C) any benefits or awards (including both the cash and stock components) which pursuant to the terms of any plans, policies or programs have been earned or become payable, but which have not been paid to youyou (to the extent not Accrued Amounts). These amounts will be paid to you in a lump sum cash (or, for stock-based benefits or awards, stock) payment within ten (10) days not later than the 30th day after the effective date your employment terminates, unless a different payment date is required by Section 409A of the Release;Code; and (ii) An amount equal to 2.0 either (A) 2.99 times your Final Total Annual Compensation. For purposes ; or (B) if employment terminates between your 65th birthday and the date you attain your U.S. Social Security Administration normal retirement age, the product of this Agreement, Final (x) your Total Annual Compensation means divided by twelve (12) times (y) the Base Salary in effect at number of months remaining between the date of terminationtermination of your employment and the date you attain your U.S. Social Security Administration normal retirement age, plus the highest annual cash bonus paid or payable including pro-rated credit for the two most recently completed yearsany partial month. This severance benefit The applicable amount will be paid to you in a lump sum cash payment within thirty (30) days not later than the 30th day after the effective date of the Release, subject to compliance with Section 9(i) of this Agreement regarding the requirements of Section 409A of the Code; and (iii) An amount equal to the product of (x) the COBRA Premium times (y) twenty-four (24) months. This severance benefit will be paid to you in a lump sum cash payment within thirty (30) days after the effective date of the Releaseyour employment terminates, subject to compliance with Section 9(i) of this Agreement regarding the requirements of Section 409A of the Code.

Change in Control Payments and Benefits. Notwithstanding any other provision in this Agreement, if your employment is terminated by you for Good Reason or by the Company on account of its failure to renew the Agreement in accordance with Section 2 or without Cause (other than on account of your death or Incapacity), in each case within twenty four (24) months following a Change in Control, you shall be entitled to receive the following payments and benefits, provided you sign a Release and it becomes effective. Notwithstanding the foregoing, you shall not have Good Reason pursuant to Section 5(f)(i) and (ii) to terminate your employment and receive the severance payments and benefits provided in this Section 6 solely because your position following the Change in Control has been changed to serve as the most senior executive officer of First Capital Bank or its successor by merger. (i) The sum of: (1) the Accrued Amounts; (2) the amount, if any, of any earned but unpaid incentive or bonus compensation with respect to any completed calendar year immediately preceding the date of termination; (3) the product of the annual cash bonus paid or payable, including by reason of deferral, for the most recently completed year and a fraction, the numerator of which is the number of days in the current year through the date of termination and the denominator of which is 365; and (4) any benefits or awards (including both the cash and stock components) which pursuant to the terms of any plans, policies or programs have been earned or become payable, but which have not been paid to you. These amounts will be paid to you in a lump sum cash payment within ten (10) days after the effective date of the Release; (ii) An amount equal to 2.0 2.99 times your Final Compensation. For purposes of this Agreement, Final Compensation means the Base Salary in effect at the date of termination, plus the highest annual cash bonus paid or payable for the two most recently completed years. This severance benefit will be paid to you in a lump sum cash payment within thirty (30) days after the effective date of the Release, subject to compliance with Section 9(i) of this Agreement regarding the requirements of Section 409A of the Code; and (iii) An amount equal If you timely elect COBRA coverage, your current benefits under group health and dental plans will continue. In such case, (a) you will receive such benefits at the rates paid by active participants, and (b) for eighteen (18) months the Company will continue to pay its portion of such health and dental premiums. In no event shall such benefits continue beyond the product of (x) the COBRA Premium times (y) twenty-four (24) months. This severance benefit will be paid to you in a lump sum cash payment within thirty (30) days after the effective date of the Release, subject to compliance with Section 9(i) of this Agreement regarding the requirements of Section 409A of the Codeperiod permitted by COBRA.

Change in Control Payments and Benefits. Notwithstanding any other provision in this Agreement, if your employment is terminated by you for Good Reason or by the Company on account of its failure to renew the Agreement in accordance with Section 2 or without Cause (other than on account of your death or Incapacity), in each case within twenty four (24) months following a Change in Control, you shall be entitled to receive the following payments and benefits, provided you sign a Release and it becomes effectiveeffective within thirty (30) days of the date of termination. (i) The sum of: (1) the Accrued Amounts; (2) the amount, if any, of any earned but unpaid incentive or bonus compensation with respect to any completed calendar year immediately preceding the date of termination; (3) the product of the annual cash bonus paid or payable, including by reason of deferral, for the most recently completed year and a fraction, the numerator of which is the number of days in the current year through the date of termination and the denominator of which is 365; and (4) any benefits or awards (including both the cash and stock components) which pursuant to the terms of any plans, policies or programs have been earned or become payable, but which have not been paid to you. These amounts will be paid to you in a lump sum cash payment within ten (10) days after the effective date of the ReleaseRelease (provided that any benefits or awards under item (4) above or any Accrued Amounts that, in either case, constitute a deferral of compensation for purposes of Section 409A of the Code will be paid in accordance with the terms of the applicable plan or agreement); (ii) An amount equal to 2.0 times your Final Compensation. For purposes of this Agreement, Final Compensation means the Base Salary in effect at the date of termination, plus the highest annual cash bonus paid or payable for the two (2) most recently completed years. This severance benefit will be paid to you in a lump sum cash payment within thirty (30) days after the effective date of the Release, subject to compliance with Section 9(i) of this Agreement regarding the requirements of Section 409A of the Code; and (iii) An amount equal to the product of (x) the COBRA Premium times (y) twenty-four (24) months. This severance benefit will be paid to you in a lump sum cash payment within thirty (30) days after the effective date of the Release, subject to compliance with Section 9(i) of this Agreement regarding the requirements of Section 409A of the Code.

Change in Control Payments and Benefits. Notwithstanding any other provision in this Agreement, if your employment is terminated by you for Good Reason or by the Company on account of its failure to renew the Agreement in accordance with Section 2 or without Cause (other than on account of your death or Incapacity), in each case within twenty four (24) months following a Change in Control, you shall be entitled to receive the following payments and benefits, provided you sign a Release and it becomes effective. (i) The sum of: (1) the Accrued Amounts; (2) the amount, if any, of any earned but unpaid incentive or bonus compensation with respect to any completed calendar year immediately preceding the date of termination; (3) the product of the annual cash bonus paid or payable, including by reason of deferral, for the most recently completed year and a fraction, the numerator of which is the number of days in the current year through the date of termination and the denominator of which is 365; and (4) any benefits or awards (including both the cash and stock components) which pursuant to the terms of any plans, policies or programs have been earned or become payable, but which have not been paid to you. These amounts will be paid to you in a lump sum cash payment within ten (10) days after the effective date of the Release; (ii) An amount equal to 2.0 2.99 times your Final Compensation. For purposes of this Agreement, Final Compensation means the Base Salary in effect at the date of termination, plus the highest annual cash bonus paid or payable for the two most recently completed years. This severance benefit will be paid to you in a lump sum cash payment within thirty (30) days after the effective date of the Release, subject to compliance with Section 9(i) of this Agreement regarding the requirements of Section 409A of the Code; and (iii) An amount equal to the product of (x) the COBRA Premium times (y) twentythirty-four six (2436) months. This severance benefit will be paid to you in a lump sum cash payment within thirty (30) days after the effective date of the Release, subject to compliance with Section 9(i) of this Agreement regarding the requirements of Section 409A of the Code.