Common use of Termination On Account of Change in Control Clause in Contracts

Termination On Account of Change in Control. (a) A Change in Control shall mean the first to occur of any of the following events: (i) Any person, group of investors or entity becomes subsequent to the date of this Agreement, the beneficial owner, directly or indirectly, of one share more than fifty percent (50%) of the then issued and outstanding shares of voting stock of Mercantile Bancorp, Inc. (and, for purposes hereof, a person will be considered to be a beneficial owner of such stock if such person, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise has or shares voting power, which includes the power to vote or to direct the voting of such stock, or investment power, which includes the power to dispose or to direct the disposition of such stock); (ii) Change in the majority of the incumbent board unless new directors were nominated by a majority of the incumbent board. (iii) Company merges or consolidates with or reorganizes with or into any other corporation other than its Subsidiaries or engages in any other similar business combination or reorganization; or (iv) Company sells, assigns or transfers all or substantially all of its business and assets, in one or a series of related transactions, except any such sales to Subsidiaries. (b) If during the Term and after the date of a Change in Control, Employee is discharged by Company without Cause or Employee resigns for Good Reason, then Company shall make the payments to Employee set forth in subparagraph (c) of this Section 5.5. For purposes of this Section 5.5, “Good Reason” shall mean (i) a material diminution in Employee’s authority, duties or responsibilities; (ii) a material diminution in Employee’s base compensation; or (iii) a change in geographic location of Employee’s principal place of employment to a location outside of the City of Quincy, Illinois, provided that such change in location is be deemed to be a material change in geographic location. Notwithstanding the foregoing, prior to Employee’s termination for Good Reason, Employee must give Company written notice of the existence of any condition set forth in clause (i) – (iii) above within ninety (90) days of such initial existence and Company shall have thirty (30) days from the date of such notice in which to cure the condition giving rise to Good Reason, if curable. If, during such thirty (30)-day period, Company cures the condition giving rise to Good Reason, no benefits shall be due under this Section 5.5 with respect to such occurrence. If, during such thirty (30)-day period, Company fails or refuses to cure the condition giving rise to Good Reason, Employee shall be entitled to benefits under this Section 5.5 upon such termination; provided such termination occurs within twenty-four (24) months of such initial existence of the applicable condition.

Termination On Account of Change in Control. (a) A Change in Control shall mean the first to occur of any of the following events: (i) Any person, group of investors or entity becomes subsequent to the date of this Agreement, the beneficial owner, directly or indirectly, of one share more than fifty percent (50%) of the then issued and outstanding shares of voting stock of Mercantile Bancorp, Inc. (and, for purposes hereof, a person will be considered to be a beneficial owner of such stock if such person, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise has or shares voting power, which includes the power to vote or to direct the voting of such stock, or investment power, which includes the power to dispose or to direct the disposition of such stock); (ii) Change in the majority of the incumbent board unless new directors were nominated by a majority of the incumbent board.; (iii) The Company merges or consolidates with or reorganizes with or into any other corporation other than its Subsidiaries or engages in any other similar business combination or reorganization; or (iv) The Company sells, assigns or transfers all or substantially all of its business and assets, in one or a series of related transactions, except any such sales to Subsidiaries. (b) If during the Term and after the date of a Change in Control, Employee is discharged by Company without Cause or Employee resigns for Good Reason, then Company shall make the payments to Employee set forth in subparagraph (c) of this Section 5.5. For purposes of this Section 5.5, “"Good Reason” shall mean (i) a material diminution in Employee’s authority, duties or responsibilities; (ii) a material diminution in Employee’s base compensation; or (iii) a change in geographic location of Employee’s principal place of employment to a location outside of the City of Quincy, Illinois, provided that such change in location is be deemed to be a material change in geographic location. Notwithstanding the foregoing, prior to Employee’s termination for Good Reason, Employee must give Company written notice of the existence of any condition set forth in clause (i) – — (iii) above within ninety (90) days of such initial existence and Company shall have thirty (30) days from the date of such notice in which to cure the condition giving rise to Good Reason, if curable. If, during such thirty (30)-day period, Company cures the condition giving rise to Good Reason, no benefits shall be due under this Section 5.5 with respect to such occurrence. If, during such thirty (30)-day period, Company fails or refuses to cure the condition giving rise to Good Reason, Employee shall be entitled to benefits under this Section 5.5 upon such termination; provided such termination occurs within twenty-four (24) months of such initial existence of the applicable condition.

Termination On Account of Change in Control. (a) A Change in Control shall mean the first to occur of any of the following events: (i) Any person, group of investors or entity becomes subsequent to the date of this Agreement, the beneficial owner, directly or indirectly, of one (1) share more than fifty percent (50%) of the then issued and outstanding shares of voting stock of Mercantile Bancorp, Inc. (and, for purposes hereof, a person will be considered to be a beneficial owner of such stock if such person, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise has or shares voting power, which includes the power to vote or to direct the voting of such stock, or investment power, which includes the power to dispose or to direct the disposition of such stock); (ii) Change in the majority of the incumbent board unless new directors were nominated by a majority of the incumbent board.; (iii) The Company merges or consolidates with or reorganizes with or into any other corporation other than its Subsidiaries or engages in any other similar business combination or reorganization; or (iv) The Company sells, assigns or transfers all or substantially all of its business and assets, in one or a series of related transactions, except any such sales to Subsidiaries. (b) If during the Term and after the date of a Change in Control, Employee is discharged by Company without Cause or Employee resigns for Good Reason, then Company shall make the payments to Employee set forth in subparagraph (c) of this Section 5.5. For purposes of this Section 5.5, “"Good Reason” shall mean (i) a material diminution in Employee’s authority, duties or responsibilities; (ii) a material diminution in Employee’s base compensation; or (iii) a change in geographic location of Employee’s principal place of employment to a location outside of the City of Quincy, Illinois, provided that such change in location is be deemed to be a material change in geographic location. Notwithstanding the foregoing, prior to Employee’s termination for Good Reason, Employee must give Company written notice of the existence of any condition set forth in clause (i) – — (iii) above within ninety (90) days of such initial existence and Company shall have thirty (30) days from the date of such notice in which to cure the condition giving rise to Good Reason, if curable. If, during such thirty (30)-day period, Company cures the condition giving rise to Good Reason, no benefits shall be due under this Section 5.5 with respect to such occurrence. If, during such thirty (30)-day period, Company fails or refuses to cure the condition giving rise to Good Reason, Employee shall be entitled to benefits under this Section 5.5 upon such termination; provided such termination occurs within twenty-four (24) months of such initial existence of the applicable condition.

Termination On Account of Change in Control. (a) A Change in Control shall mean the first to occur of any of the following events: (i) Any person, group of investors or entity becomes subsequent to the date of this Employment Agreement, the beneficial owner, directly or indirectly, of one (1) share more than fifty percent (50%) of the then issued and outstanding shares of voting stock of Mercantile Bancorp, Inc. (and, for purposes hereof, a person will be considered to be a beneficial owner of such stock if such person, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise has or shares voting power, which includes the power to vote or to direct the voting of such stock, or investment power, which includes the power to dispose or to direct the disposition of such stock); (ii) Change in the majority of the incumbent board unless new directors were nominated by a majority of the incumbent board.; (iii) The Company merges or consolidates with or reorganizes with or into any other corporation other than its Subsidiaries affiliates or engages in any other similar business combination or reorganization; or (iv) The Company sells, assigns or transfers all or substantially all of its business and assets, in one or a series of related transactions, except any such sales to Subsidiariesaffiliates. For the purposes of this Agreement “affiliates” is defined as any entity in which the Company has voting control of at least fifty percent (50%) of such entity’s voting stock. (b) If during the Term term of this Employment Agreement and after the date of a Change in Control, Employee is discharged by Company without Cause cause or Employee resigns for Good Reasonbecause he has: (i) been demoted; (ii) had his compensation reduced; (iii) had his principal place of employment transferred away from the City of Quincy, Illinois; or (iv) had his job title, status or responsibility materially reduced, then Company shall make the payments to Employee set forth in subparagraph (c) of this Section 5.5. For purposes . (c) In the event of this Section 5.5, “Good Reason” shall mean (i) a material diminution in Employee’s authority, duties or responsibilities; (ii) a material diminution in Employee’s base compensation; or (iii) a change in geographic location the termination of Employee’s principal place of employment to a location outside of the City of Quincy, Illinois, provided that such change as described in location is be deemed to be a material change in geographic location. Notwithstanding the foregoing, prior to Employee’s termination for Good Reason, Employee must give Company written notice of the existence of any condition set forth in clause subparagraph (ib) – (iii) above within ninety (90) days of such initial existence and Company shall have thirty (30) days from the date of such notice in which to cure the condition giving rise to Good Reason, if curable. If, during such thirty (30)-day period, Company cures the condition giving rise to Good Reason, no benefits shall be due under this Section 5.5 with respect to such occurrence. If, during such thirty (30)-day period, Company fails or refuses to cure the condition giving rise to Good Reasonabove, Employee shall be entitled to benefits under receive: (i) A lump sum cash payment equal to two (2) times his Compensation (as defined hereafter). The term “Compensation” as used in this Section 5.5 upon such termination; 5.5, shall mean the last base salary in effect for Employee (before any reduction after a Change in Control) plus any incentive bonus as provided such in Section 3.2 paid to Employee for the last calendar year preceding Employee’s termination occurs within twenty-four of employment on account of a Change in Control. Employee shall also be entitled for one (241) months year after Employee’s termination of such initial existence employment on account of a Change in Control to continue receiving his other benefits due pursuant to Section 3.5, including without limitation, the applicable conditionhealth plan. Employee shall not receive after a Change in Control the country club membership provided in Section 3.3. (ii) The payment and benefits provided for in Section 5.5(c)(i) are in lieu of compensation, benefits and other amounts Employee might otherwise be entitled to under the Company’s severance policy, if any, or otherwise payable by Company by reason of this Employment Agreement and termination of employment.

Termination On Account of Change in Control. (a) A Change in Control shall mean the first to occur of any of the following events: (i) Any person, group of investors or entity becomes subsequent to the date of this Employment Agreement, the beneficial owner, directly or indirectly, of one share more than fifty percent (50%) of the then issued and outstanding shares of voting stock of Mercantile Bancorp, Inc. (and, for purposes hereof, a person will be considered to be a beneficial owner of such stock if such person, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise has or shares voting power, which includes the power to vote or to direct the voting of such stock, or investment power, which includes the power to dispose or to direct the disposition of such stock); (ii) Change in the majority of the incumbent board unless new directors were nominated by a majority of the incumbent board. (iii) The Company merges or consolidates with or reorganizes with or into any other corporation other than its Subsidiaries affiliates or engages in any other similar business combination or reorganization; or (iv) The Company sells, assigns or transfers all or substantially all of its business and assets, in one or a series of related transactions, except any such sales to Subsidiariesaffiliates. For the purposes of this Agreement “affiliates” is defined as any entity in which the Company has voting control of at least fifty percent (50%) of such entity’s voting stock. (b) If during the Term term of this Employment Agreement and after the date of a Change in Control, Employee is discharged by Company without Cause cause or Employee resigns for Good Reasonbecause he has: (i) been demoted; (ii) had his compensation reduced; (iii) had his principal place of employment transferred away from the City of Quincy, Illinois; or (iv) had his job title, status or responsibility materially reduced, then Company shall make the payments to Employee set forth in subparagraph (c) of this Section 5.5. For purposes . (c) In the event of this Section 5.5, “Good Reason” shall mean (i) a material diminution in Employee’s authority, duties or responsibilities; (ii) a material diminution in Employee’s base compensation; or (iii) a change in geographic location the termination of Employee’s principal place of employment to a location outside of the City of Quincy, Illinois, provided that such change as described in location is be deemed to be a material change in geographic location. Notwithstanding the foregoing, prior to Employee’s termination for Good Reason, Employee must give Company written notice of the existence of any condition set forth in clause subparagraph (ib) – (iii) above within ninety (90) days of such initial existence and Company shall have thirty (30) days from the date of such notice in which to cure the condition giving rise to Good Reason, if curable. If, during such thirty (30)-day period, Company cures the condition giving rise to Good Reason, no benefits shall be due under this Section 5.5 with respect to such occurrence. If, during such thirty (30)-day period, Company fails or refuses to cure the condition giving rise to Good Reasonabove, Employee shall be entitled to benefits under receive: (i) Except as otherwise provided in Section 5.5(c)(iii), a lump sum cash payment equal to two and one-half (2.5) times his Compensation (as defined hereafter). The term “Compensation” as used in this Section 5.5 upon such termination; 5.5, shall mean the last base salary in effect for Employee (before any reduction after a Change in Control) plus any incentive bonus as provided such in Section 3.2 paid to Employee for the last calendar year preceding Employee’s termination occurs within twenty-four of employment on account of a Change in Control. Employee shall also be entitled for two (242) months years after Employee’s termination of such initial existence employment on account of a Change in Control to continue receiving his other benefits due pursuant to Section 3.6, including without limitation, the applicable conditionhealth plan. Employee shall not receive after a Change in Control the automobile and country club membership provided in Sections 3.3 and 3.4.