Common use of Involuntary Termination Without Cause or Voluntary Termination for Good Reason Within Clause in Contracts

Involuntary Termination Without Cause or Voluntary Termination for Good Reason Within. Two Years after a Change in Control. Middlefield shall make a lump-sum payment to the Executive in an amount in cash equal to two times the Executive’s annual compensation if the Executive’s employment with Middlefield and subsidiaries is involuntarily terminated within 24 months after a Change in Control, except for termination under sections 4 or 5 of this Severance Agreement, or if the Executive terminates employment with Middlefield and subsidiaries for Good Reason within 24 months after a Change in Control. Subject to section 18, the payment required under this section 1(a) is payable no later than five business days after the date the Executive’s employment terminates and shall not be reduced to account for the time value of money or discounted to present value. If the Executive terminates employment for Good Reason, the date of termination shall be the date specified by the Executive in the notice of termination. If the Executive is removed from office or if the Executive’s employment terminates before the Change in Control occurs but after discussions with a third party regarding a Change in Control commence, and if those discussions ultimately conclude with a Change in Control, then for purposes of this Severance Agreement the removal of the Executive or termination of the Executive’s employment shall be deemed to have occurred after the Change in Control. For purposes of this Severance Agreement, annual compensation means (x) the Executive’s annual base salary on the date of the Change in Control or on the date of the Executive’s employment termination (at whichever date the Executive’s current annual base salary is greater, but excluding any compensation earned in the Executive’s capacity as a director), plus (y) any cash bonus earned for the most recent whole calendar year before the year in which the Change in Control occurred or for the most recent whole calendar year before the year in which employment termination occurred (whichever is greater), regardless of whether the bonus is paid in the year earned or in a later calendar year. The term bonus means cash or non-cash bonus or annual cash incentive compensation of the type that is required to be reported as bonus by the Securities and Exchange Commission’s rules governing tabular disclosure of executive compensation, specifically Regulation S-K Item 402 (17 CFR 229.402 (2006), currently Item 402(b)(2)(iii)(B)). For purposes of this Severance Agreement, the term subsidiary means any entity in which Middlefield directly or indirectly beneficially owns 50% or more of the outstanding voting securities.

Involuntary Termination Without Cause or Voluntary Termination for Good Reason Within. Two Years One Year after a Change in Control. Middlefield Cape Fear Bank Corporation shall make a lump-sum payment to the Executive in an amount in cash equal to two times the Executive’s annual compensation if the Executive’s employment with Middlefield Cape Fear Bank Corporation and subsidiaries is involuntarily terminated within 24 12 months after a Change in Control, except for termination under sections section 4 or 5 of this Severance Agreement, or if the Executive terminates employment with Middlefield Cape Fear Bank Corporation and subsidiaries for Good Reason within 24 12 months after a Change in Control. Subject to section 1817, the payment required under this section 1(a) is payable no later than five three business days after the date the Executive’s employment terminates and shall not be reduced to account for the time value of money or discounted to present value. If the Executive terminates employment for Good Reason, the date of termination shall be the date specified by the Executive in the notice of termination. If the Executive is removed from office or if the Executive’s employment terminates before the Change in Control occurs but after discussions with a third party regarding a Change in Control commence, and if those discussions ultimately conclude with a Change in Control, then for purposes of this Severance Agreement the removal of the Executive or termination of the Executive’s employment shall be deemed to have occurred after the Change in Control. For purposes of this Severance Agreement, annual compensation means (x) the Executive’s annual base salary on the date of the Change in Control or on the date of the Executive’s employment termination (at whichever date the Executive’s current annual base salary is greater, but excluding any compensation earned in the Executive’s capacity as a director), plus (y) any cash bonus earned for the most recent whole calendar year before the year in which the Change in Control occurred or for the most recent whole calendar year before the year in which employment termination occurred (whichever is greater), regardless of whether the bonus is paid in the year earned or in a later calendar year. The term bonus means cash or non-cash bonus or annual cash incentive compensation of the type that is required to be reported as bonus by the Securities and Exchange Commission’s rules governing tabular disclosure of executive compensation, specifically Regulation S-K Item 402 (17 CFR 229.402 (2006), currently Item 402(b)(2)(iii)(B402(c)(2)(iv)). For purposes of this Severance Agreement, the term subsidiary means any entity in which Middlefield Cape Fear Bank Corporation directly or indirectly beneficially owns 50% or more of the outstanding voting securities.

Involuntary Termination Without Cause or Voluntary Termination for Good Reason Within. Two Years One Year after a Change in Control. Middlefield Cape Fear Bank Corporation shall make a lump-sum payment to the Executive in an amount in cash equal to two one and one-half (1.5) times the Executive’s annual compensation if the Executive’s employment with Middlefield Cape Fear Bank Corporation and subsidiaries is involuntarily terminated within 24 12 months after a Change in Control, except for termination under sections section 4 or 5 of this Severance Agreement, or if the Executive terminates employment with Middlefield Cape Fear Bank Corporation and subsidiaries for Good Reason within 24 12 months after a Change in Control. Subject to section 1817, the payment required under this section 1(a) is payable no later than five three business days after the date the Executive’s employment terminates and shall not be reduced to account for the time value of money or discounted to present value. If the Executive terminates employment for Good Reason, the date of termination shall be the date specified by the Executive in the notice of termination. If the Executive is removed from office or if the Executive’s employment terminates before the Change in Control occurs but after discussions with a third party regarding a Change in Control commence, and if those discussions ultimately conclude with a Change in Control, then for purposes of this Severance Agreement the removal of the Executive or termination of the Executive’s employment shall be deemed to have occurred after the Change in Control. For purposes of this Severance Agreement, annual compensation means (x) the Executive’s annual base salary on the date of the Change in Control or on the date of the Executive’s employment termination (at whichever date the Executive’s current annual base salary is greater, but excluding any compensation earned in the Executive’s capacity as a director), plus (y) any cash bonus earned for the most recent whole calendar year before the year in which the Change in Control occurred or for the most recent whole calendar year before the year in which employment termination occurred (whichever is greater), regardless of whether the bonus is paid in the year earned or in a later calendar year. The term bonus means cash or non-cash bonus or annual cash incentive compensation of the type that is required to be reported as bonus by the Securities and Exchange Commission’s rules governing tabular disclosure of executive compensation, specifically Regulation S-K Item 402 (17 CFR 229.402 (2006), currently Item 402(b)(2)(iii)(B402(c)(2)(iv)). For purposes of this Severance Agreement, the term subsidiary means any entity in which Middlefield Cape Fear Bank Corporation directly or indirectly beneficially owns 50% or more of the outstanding voting securities.