Common use of Termination Pursuant to a Change in Control Clause in Contracts

Termination Pursuant to a Change in Control. 1.1 Definition: Termination Pursuant to a Change in Control. Any of the -------------------------------------------------------- following events occurring during the period commencing with the date of any "Change in Control" (as defined in ARTICLE II hereof) and ending on the second anniversary of the date of the consummation of the Change in Control transaction, shall constitute a "Termination Pursuant to a Change in Control": (A) Executive's employment is terminated by the Corporation, the Bank or an acquiror or successor of either without "Good Cause" (as defined below); or (B) One of the following events occurs and Executive thereafter terminates Executive's employment: (i) the nature and scope of Executive's duties or responsibilities with the Corporation, the Bank or acquiror or successor are materially reduced from that which Executive enjoyed immediately prior to the Change in Control; or (ii) Executive's base salary immediately prior to the Change in Control is reduced; or (iii) Executive is assigned, without Executive's consent, to a principal place of employment which is more than fifty-five (55) miles from Executive's principal place of employment immediately prior to the Change in Control.

Termination Pursuant to a Change in Control. 1.1 Definition: Termination Pursuant to a Change in Control. ------------------------------------------------------- Any of the -------------------------------------------------------- following events occurring during the period commencing with the date of any "Change in Control" (as defined in ARTICLE II hereof) and ending on the second third anniversary of the date of the consummation of the Change in Control transaction, shall constitute a "Termination Pursuant to a Change in Control": (A) Executive's employment is terminated by the Corporation, the Bank or an acquiror or successor of either without "Good Cause" (as defined below); or (B) One Any of the following events occurs and Executive thereafter terminates Executive's employment: (i) the nature and scope of Executive's duties or responsibilities with the Corporation, the Bank or an acquiror or successor are materially reduced from that which Executive enjoyed immediately prior to the Change in ControlControl including, without limitation, if Executive ceases to have the title and duties of President and Chief Executive Officer of the principal holding company and principal bank in the corporate structure; or (ii) Executive's base salary immediately prior to the Change in Control is reducedreduced or material benefits then being provided to Executive are reduced or eliminated (excluding reduction or curtailment of benefits affecting all employees); or (iii) Executive is assigned, without Executive's consent, to a principal place of employment which is more than fifty-five thirty (5530) miles from Executive's principal place of employment immediately prior to the Change in Control.

Termination Pursuant to a Change in Control. 1.1 Definition: Termination Pursuant to a Change in Control. ------------------------------------------------------- Any of the -------------------------------------------------------- following events occurring during the period commencing with the date of any "Change in Control" (as defined in ARTICLE II hereof) and ending on the second third anniversary of the date of the consummation of the Change in Control transaction, shall constitute a "Termination Pursuant to a Change in Control": (A) Executive's employment is terminated by the Corporation, the Bank or an acquiror or successor of either without "Good Cause" (as defined below); or (B) One Any of the following events occurs and Executive thereafter terminates Executive's employment: (i) the nature and scope of Executive's duties or responsibilities with the Corporation, the Bank or an acquiror or successor are materially reduced from that which Executive enjoyed immediately prior to the Change in ControlControl including, without limitation, if Executive ceases to have the title and duties of an Executive Vice President of the principal holding company and principal bank in the corporate structure; or (ii) Executive's base salary immediately prior to the Change in Control is reducedreduced or material benefits then being provided to Executive are reduced or eliminated (excluding reduction or curtailment of benefits affecting all employees); or (iii) Executive is assigned, without Executive's consent, to a principal place of employment which is more than fifty-five thirty (5530) miles from Executive's principal place of employment immediately prior to the Change in Control.

Termination Pursuant to a Change in Control. 1.1 Definition: Termination Pursuant to a Change in Control. ------------------------------------------------------- Any of the -------------------------------------------------------- following events occurring during the period commencing with the date of any "Change in Control" (as defined in ARTICLE II hereof) and ending on the second third anniversary of the date of the consummation of the Change in Control transaction, shall constitute a "Termination Pursuant to a Change in Control": (A) Executive's employment is terminated by the Corporation, the Bank or an acquiror or successor of either without "Good Cause" (as defined below); or (B) One Any of the following events occurs and Executive thereafter terminates Executive's employment: (i) the nature and scope of Executive's duties or responsibilities with the Corporation, the Bank or an acquiror or successor are materially reduced from that which Executive enjoyed immediately prior to the Change in ControlControl including, without limitation, if Executive ceases to have the title and duties of Vice President and Treasurer of the Corporation and Vice President and Chief Financial Officer of the Bank or an acquiror or successor thereto; or (ii) Executive's base salary immediately prior to the Change in Control is reducedreduced or material benefits then being provided to Executive are reduced or eliminated (excluding reduction or curtailment of benefits affecting all employees); or (iii) Executive is assigned, without Executive's consent, to a principal place of employment which is more than fifty-five thirty (5530) miles from Executive's principal place of employment immediately prior to the Change in Control.

Termination Pursuant to a Change in Control. 1.1 Definition: Termination Pursuant to a Change in Control. Any of ------------------------------------------------------- the -------------------------------------------------------- following events occurring during the period commencing with the date of any "Change in Control" (as defined in ARTICLE II hereof) and ending on the second third anniversary of the date of the consummation of the Change in Control transaction, shall constitute a "Termination Pursuant to a Change in Control": (A) Executive's employment is terminated by the Corporation, the Bank or an acquiror or successor of either without "Good Cause" (as defined below); or (B) One Any of the following events occurs and Executive thereafter terminates Executive's employment: (i) the nature and scope of Executive's duties or responsibilities with the Corporation, the Bank or an acquiror or successor are materially reduced from that which Executive enjoyed immediately prior to the Change in ControlControl including, without limitation, if Executive ceases to have the title and duties of Vice President and Assistant Secretary of the Corporation and Vice President and Senior Commercial Loan Officer of the Bank or an acquiror or successor thereto; or (ii) Executive's base salary immediately prior to the Change in Control is reducedreduced or material benefits then being provided to Executive are reduced or eliminated (excluding reduction or curtailment of benefits affecting all employees); or (iii) Executive is assigned, without Executive's consent, to a principal place of employment which is more than fifty-five thirty (5530) miles from Executive's principal place of employment immediately prior to the Change in Control.