Common use of PAYMENTS TO EXECUTIVE UPON CHANGE IN CONTROL Clause in Contracts

PAYMENTS TO EXECUTIVE UPON CHANGE IN CONTROL. (a) Upon the occurrence of a Change in Control (as herein defined) of the Bank, or Bancshares, followed at any time within one (1) year of a Change in Control, and during the term of this Agreement, by the voluntary or involuntary termination of Executive's employment, other than for Cause as defined in Section 3(c) hereof, the provisions of Section 4 shall apply. Upon the occurrence of a Change in Control, Executive shall have the right to elect to voluntarily terminate his employment at any time during the term of this Agreement following any demotion, loss of title, office or significant authority, reduction in his annual compensation, or relocation of his principal place of employment by more than 50 miles from its location immediately prior to the Change in Control. (b) For purposes of this Agreement, a "Change in Control" of the Bank or the Holding Company shall mean (a) merger or consolidation where the Bank or the Holding Company is not the consolidated or surviving association, (b) transfer of all or substantially all of the assets of the Bank or the Holding Company, (c) voluntary or involuntary dissolution of the Bank or the Holding Company or (d) change in control as defined under the Change in Bank Control Act of 1978. The surviving or resulting association, the transferee of Bank's or the Holding Company's assets or the control person shall be bound by and have the benefit of the provisions of the Agreement and the Bank or the Holding Company shall take all actions necessary to insure that such association, transferee or control person is bound by the provisions of this Agreement. (c) Executive shall not have the right to receive termination benefits pursuant to Section 4 hereof upon Termination for Cause. The term "Termination for Cause" shall mean termination because of the Executive's personal dishonesty, incompetence, willful misconduct, any breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, or material breach of any material provision of this Agreement. In determining incompetence, the acts or omissions shall be measured against standards generally prevailing in the banking industry. Notwithstanding the foregoing, Executive shall not be deemed to have been Terminated for Cause unless and until there shall have been delivered to him a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the Board of Directors of the Bank at a meeting of the Board called and held for that purpose (after reasonable notice to the Executive and an opportunity for him, together with counsel, to be heard before the Board at such meeting and which such meeting shall be held not more than 30 days from the date of notice during which period Executive may be suspended with pay), finding that in the good faith opinion of the Board, the Executive was guilty of conduct justifying Termination for Cause.

PAYMENTS TO EXECUTIVE UPON CHANGE IN CONTROL. (a) Upon the occurrence of a Change in Control (as herein defined) of the Bank, or Bancshares, followed at any time within one (1) year of a Change in Control, and during the term of this Agreement, by the voluntary or involuntary termination of Executive's employment, other than for Cause as defined in Section 3(c) hereof, the provisions of Section 4 shall apply. Upon the occurrence of a Change in Control, Executive shall have the right to elect to voluntarily terminate his his (x) employment at any time during the term of this Agreement following any demotion, loss of title, office or significant authority, reduction in his annual compensation, or relocation of his principal place of employment by more than 50 miles from its location immediately prior to the Change in Control. (b) For purposes of this Agreement, a "Change in Control" of the Bank or the Holding Company shall mean (a) merger or consolidation where the Bank or the Holding Company is not the consolidated or surviving association, (b) transfer of all or substantially all of the assets of the Bank or the Holding Company, (c) voluntary or involuntary dissolution of the Bank or the Holding Company or (d) change in control as defined under the Change in Bank Control Act of 1978. The surviving or resulting association, the transferee of Bank's or the Holding Company's assets or the control person shall be bound by and have the benefit of the provisions of the Agreement this Agreement, and the Bank or the Holding Company shall take all actions necessary to insure that such association, transferee or control person is bound by the provisions of this Agreement. (c) Executive shall not have the right to receive termination benefits pursuant to Section 4 hereof upon Termination for Cause. The term "Termination for Cause" shall mean termination because of the Executive's personal dishonesty, incompetence, willful misconduct, any breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, or material breach of any material provision of this Agreement. In determining incompetence, the acts or omissions shall be measured against standards generally prevailing in the banking savings institutions industry. Notwithstanding the foregoing, Executive shall not be deemed to have been Terminated for Cause unless and until there shall have been delivered to him a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the Board of Directors of the Bank at a meeting of the Board called and held for that purpose (after reasonable notice to the Executive and an opportunity for him, together with counsel, to be heard before the Board at such meeting and which such meeting shall be held not more than 30 days from the date of notice during which period Executive may be suspended with pay), finding that in the good faith opinion of the Board, the Executive was guilty of conduct justifying Termination for Cause.

PAYMENTS TO EXECUTIVE UPON CHANGE IN CONTROL. (a) Upon the occurrence of a Change in Control (as herein defined) of the Bank, or Bancshares, Bancshares followed at any time within one (1) year of a Change in Control, and during the term of this Agreement, Agreement by the voluntary or involuntary termination of Executive's employment, other than for Cause as defined in Section 3(c) hereof, the provisions of Section 4 shall apply. Upon the occurrence of a Change in Control, Executive shall have the right to elect to voluntarily terminate his employment at any time during the term of this Agreement following any demotion, loss of title, office or significant authority, reduction in his annual compensation, or relocation of his principal place of employment by more than 50 miles from its location immediately prior to the Change in Control. (b) For purposes of this Agreement, a "Change in Control" of the Bank or the Holding Company shall mean (a) merger or consolidation where the Bank or the Holding Company is not the consolidated or surviving association, (b) transfer of all or substantially all of the assets of the Bank or the Holding Company, (c) voluntary or involuntary dissolution of the Bank or the Holding Company or (d) change in control as defined under the Change in Bank Control Act of 1978. The surviving or resulting association, the transferee of Bank's or the Holding Company's assets or the control person shall be bound by and have the benefit of the provisions of the Agreement this Agreement, and the Bank or the Holding Company shall take all actions necessary to insure that such association, transferee or control person is bound by the provisions of this Agreement. (c) Executive shall not have the right to receive termination benefits pursuant to Section 4 hereof upon Termination for Cause. The term "Termination for Cause" shall mean termination because of the Executive's personal dishonesty, incompetence, willful misconduct, any breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, or material breach of any material provision of this Agreement. In determining incompetence, the acts or omissions shall be measured against standards generally prevailing in the banking savings institutions industry. Notwithstanding the foregoing, Executive shall not be deemed to have been Terminated for Cause unless and until there shall have been delivered to him a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the Board of Directors of the Bank at a meeting of the Board called and held for that purpose (after reasonable notice to the Executive and an opportunity for him, together with counsel, to be heard before the Board at such meeting and which such meeting shall be held not more than 30 days from the date of notice during which period Executive may be suspended with pay), finding that in the good faith opinion of the Board, the Executive was guilty of conduct justifying Termination for Cause.

PAYMENTS TO EXECUTIVE UPON CHANGE IN CONTROL. (a) Upon the occurrence of a Change in Control (as herein defined) of the Bank, or Bancshares, followed at any time within one (1) year of a Change in Control, and during the term of this Agreement, by the voluntary or involuntary termination of Executive's employment, other than for Cause as defined in Section 3(c) hereof3(c)hereof, the provisions of Section 4 shall apply. Upon the occurrence of a Change in Control, Executive shall have the right to elect to voluntarily terminate his employment at any time during the term of this Agreement following any demotion, loss of title, office or significant authority, reduction in his annual compensation, or relocation of his principal place of employment by more than 50 miles from its location immediately prior to the Change in Control. (b) For purposes of this Agreement, a "Change in Control" of the Bank or the Holding Company shall mean (a) merger or consolidation where the Bank or the Holding Company is not the consolidated or surviving association, (b) transfer of all or substantially all of the assets of the Bank or the Holding Company, (c) voluntary or involuntary dissolution of the Bank or the Holding Company or (d) change in control as defined under the Change in Bank Control Act of 1978. The surviving or resulting association, the transferee of Bank's or the Holding Company's assets or the control person shall be bound by and have the benefit of the provisions of the Agreement and the Bank or the Holding Company shall take all actions necessary to insure that such association, transferee or control person is bound by the provisions of this Agreement. (c) Executive shall not have the right to receive termination benefits pursuant to Section 4 hereof upon Termination for Cause. The term "Termination for Cause" shall mean termination because of the Executive's personal dishonesty, incompetence, willful misconduct, any breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, or material breach of any material provision of this Agreement. In determining incompetence, the acts or omissions shall be measured against standards generally prevailing in the banking savings institutions industry. Notwithstanding the foregoing, Executive shall not be deemed to have been Terminated for Cause unless and until there shall have been delivered to him a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the Board of Directors of the Bank at a meeting of the Board called and held for that purpose (after reasonable notice to the Executive and an opportunity for him, together with counsel, to be heard before the Board at such meeting and which such meeting shall be held not more than 30 days from the date of notice during which period Executive may be suspended with pay), finding that in the good faith opinion of the Board, the Executive was guilty of conduct justifying Termination for Cause.

PAYMENTS TO EXECUTIVE UPON CHANGE IN CONTROL. (a) Upon the occurrence of a Change in Control (as herein defined) of the Bank, or Bancshares, followed at any time within one (1) year of a Change in Control, and during the term of this Agreement, by the voluntary or involuntary termination of Executive's ’s employment, other than for Cause as defined in Section 3(c) hereof, the provisions of Section 4 shall apply. Upon the occurrence of a Change in Control, Executive shall have the right to elect to voluntarily terminate his employment at any time during the term of this Agreement following any demotion, loss of title, office or significant authority, reduction in his annual compensation, or relocation of his principal place of employment by more than 50 miles from its location immediately prior to the Change in Control. (b) For purposes of this Agreement, a "“Change in Control" ” of the Bank or the Holding Company shall mean (a) merger or consolidation where the Bank or the Holding Company is not the consolidated or surviving association, (b) transfer of all or substantially all of the assets of the Bank or the Holding Company, (c) voluntary or involuntary dissolution of the Bank or the Holding Company or (d) change in control as defined under the Change in Bank Control Act of 1978. The surviving or resulting association, the transferee of Bank's ’s or the Holding Company's ’s assets or the control person shall be bound by and have the benefit of the provisions of the Agreement and the Bank or the Holding Company shall take all actions necessary to insure that such association, transferee or control person is bound by the provisions of this Agreement. (c) Executive shall not have the right to receive termination benefits pursuant to Section 4 hereof upon Termination for Cause. The term "“Termination for Cause" ” shall mean termination because of the Executive's ’s personal dishonesty, incompetence, willful misconduct, any breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, or material breach of any material provision of this Agreement. In determining incompetence, the acts or omissions shall be measured against standards generally prevailing in the banking industry. Notwithstanding the foregoing, Executive shall not be deemed to have been Terminated for Cause unless and until there shall have been delivered to him a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the Board of Directors of the Bank at a meeting of the Board called and held for that purpose (after reasonable notice to the Executive and an opportunity for him, together with counsel, to be heard before the Board at such meeting and which such meeting shall be held not more than 30 days from the date of notice during which period Executive may be suspended with pay), finding that in the good faith opinion of the Board, the Executive was guilty of conduct justifying Termination for Cause.