Common use of Upon a Change in Control Clause in Contracts

Upon a Change in Control. In the event of a Change in Control (as hereinafter defined), Executive shall be entitled (i) to all Restricted Shares awarded to Executive pursuant to this Agreement and the Restricted Share Agreement whether or not such Restricted Shares had previously vested as of the date of the Change in Control. In the event any Restricted Shares have not vested as of the date of the Change in Control, such Restricted Shares shall immediately vest and Executive shall receive a cash payment from the Company on the date of the Change in Control in an amount equal to forty percent (40%) of the Fair Market Value (determined as of the date of the Change in Control) of the Restricted Shares that vest on the date of the Change in Control (the "Change in Control Restricted Share Tax Gross-Up Payment"), (ii) to all shares of Common Stock purchased by Executive with the proceeds of the Stock Acquisition Loan without regard to whether or not the Stock Acquisition Loan has been forgiven or repaid. In the event there is an outstanding balance on the Stock Acquisition Loan, such outstanding balance including interest accrued thereon through the date of the Change in Control shall be immediately forgiven (and any shares pledged under the Stock Pledge Agreement shall be released to Executive) and Executive shall receive a cash payment from the Company on the date of the Change in Control in an amount equal to forty percent (40%) of the outstanding balance of the Stock Acquisition Loan and interest accrued thereon that is forgiven on the date of the Change in Control (the "Change in Control Acquisition Loan Tax Gross-Up Payment") and (iii) an excise tax gross-up payment. If it is determined by an indpendent accountant mutually acceptable to the Company and Executive that as a result of compensation paid and other benefits provided to Executive by the Company pursuant to this Agreement or otherwise, a tax will be imposed on Executive pursuant to Section 4999 of the Code (or any successor provisions) the Company shall pay Executive in cash an amount equal to the excise tax for which the Executive is liable under Section 4999 of the Code. Any cash payments owed to Executive pursuant to this Paragraph 4(d) shall be paid to Executive in a single sum on or immediately prior to date of the Change in Control but prior to the consummation of the transaction with any successor. In addition, any other options previously or hereafter granted to Executive that have not vested as of the date of the Change in Control shall immediately vest upon the occurrence of and on the date of a Change in Control irrespective of whether Executive's employment terminates in connection with such Change in Control.

Upon a Change in Control. In the event of a Change in Control (as hereinafter defined), Executive shall be entitled to (i) to all Restricted Shares awarded to Executive pursuant to this Agreement and the Restricted Share Agreement whether or not such Restricted Shares had previously vested as of the date of the Change in Control. In the event any Restricted Shares have not vested as of the date of the Change in Control, such Restricted Shares shall immediately vest and Executive shall receive a cash payment from the Company on the date of the Change in Control in an amount equal to forty percent (40%) of the Fair Market Value (determined as of the date of the Change in Control) of the Restricted Shares that vest on the date of the Change in Control (the "Change in Control Restricted Share Tax Gross-Up Payment"), (ii) to all shares of Common Stock purchased by Executive with the proceeds of the Stock Acquisition Loan without regard to whether or not the Stock Acquisition Loan has been forgiven or repaid. In the event there is an outstanding balance on the Stock Acquisition Loan, such outstanding balance including interest accrued thereon through the date of the Change in Control shall be immediately forgiven (and any shares pledged under the Stock Pledge Agreement shall be released to Executive) and Executive shall receive a cash payment from the Company on the date of the Change in Control in an amount equal to forty percent (40%) of the outstanding balance of the Stock Acquisition Loan and interest accrued thereon that is forgiven on the date of the Change in Control (the "Change in Control Acquisition Loan Tax Gross-Up Payment") and (iiiii) an excise tax gross-up payment. If it is determined by an indpendent independent accountant mutually acceptable to the Company and Executive that as a result of compensation paid and other benefits provided to Executive by the Company pursuant to this Agreement or otherwise, a tax will be imposed on Executive pursuant to Section 4999 of the Code (or any successor provisions) the Company shall pay Executive in cash an amount equal to the excise tax for which the Executive is liable under Section 4999 of the Code. Any cash payments owed to Executive pursuant to this Paragraph 4(d) shall be paid to Executive in a single sum on or immediately prior to date of the Change in Control but prior to the consummation of the transaction with any successor. In addition, other than the 1994 Options, any other options previously or hereafter granted to Executive that have not vested as of the date of the Change in Control shall immediately vest upon the occurrence of and on the date of a Change in Control irrespective of whether Executive's employment terminates in connection with such Change in Control.

Upon a Change in Control. In If the event Executive suffers a Termination Without Cause or Constructive Termination upon a Change in Control, the Company will pay to the Executive upon such termination an amount equal to 300% of Executive’s Base Salary as in effect at the time of the termination plus 300% of Executive’s prior year Annual Incentive Compensation (the “Change in Control Severance Amount”), less the aggregate amount of all other payments or value received by the Executive on account of the Change in Control to the extent such additional payments or value would be considered in the computation of “Excess Parachute Payments” pursuant to Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and regulations thereunder; provided that payments to the Executive pursuant to the New Noncompete Agreement as a result of a Change in Control (as hereinafter defined), Executive or otherwise shall not be entitled (i) to all Restricted Shares awarded to Executive pursuant to this Agreement and the Restricted Share Agreement whether or not such Restricted Shares had previously vested as of the date of the Change in Control. In the event any Restricted Shares have not vested as of the date of the Change in Control, such Restricted Shares shall immediately vest and Executive shall receive a cash payment from the Company on the date deemed part of the Change in Control in an amount equal to forty percent (40%) of the Fair Market Value (determined as of the date of the Change in Control) of the Restricted Shares that vest on the date of the Change in Control (the "Change in Control Restricted Share Tax Gross-Up Payment"), (ii) to all shares of Common Stock purchased by Executive with the proceeds of the Stock Acquisition Loan without regard to whether Severance Amount or not the Stock Acquisition Loan has been forgiven or repaidExcess Parachute Payments. In addition to the event there is an outstanding balance on the Stock Acquisition Loanforegoing, such outstanding balance including interest accrued thereon earned but unpaid Base Salary and Annual Incentive Compensation awards pro-rated through the date of termination shall be paid in a single lump sum no later than March 15 of the calendar year following the calendar year in which the Executive suffers a Termination Without Cause or a Constructive Termination upon a Change in Control shall be immediately forgiven Control. If the Executive actually elects (within the time period required by COBRA) continuation coverage pursuant to COBRA for the Executive and any shares pledged the Executive’s dependents (to the extent the Executive’s dependents were covered under the Stock Pledge Agreement shall be released to Company’s medical and dental plans on the Executive) and Executive shall receive a cash payment ’s separation from service date), the Company on the date of the Change in Control in an amount equal to forty percent (40%) of the outstanding balance of the Stock Acquisition Loan and interest accrued thereon that is forgiven on the date of the Change in Control (the "Change in Control Acquisition Loan Tax Gross-Up Payment") and (iii) an excise tax gross-up payment. If it is determined by an indpendent accountant mutually acceptable shall provide, at no cost to the Company Executive, coverage for the Executive and Executive that as a result of compensation paid the Executive’s dependents under COBRA with respect to medical and other benefits dental coverage provided to Executive by the Company pursuant to this Agreement or otherwise, a tax will be imposed on Executive pursuant to Section 4999 its employees until the earliest of the Code (or any successor provisionsa) the Company shall pay Executive in cash an amount equal to the excise tax for which date the Executive is liable under Section 4999 no longer eligible to receive continuation coverage pursuant to COBRA, and (b) six (6) months following termination of employment with the Company. The vesting, exercisability and other terms of stock options and vesting and other terms of restricted stock, restricted stock units or other interests granted to the Executive shall be governed by any applicable agreements and the terms of the Code. Any cash payments owed to Executive pursuant to this Paragraph 4(d) shall be paid to Executive in a single sum on applicable stock option or immediately prior to date of the Change in Control but prior to the consummation of the transaction with any successor. In addition, any other options previously or hereafter granted to Executive that have not vested as of the date of the Change in Control shall immediately vest upon the occurrence of and on the date of a Change in Control irrespective of whether Executive's employment terminates in connection with such Change in Controlincentive plans.

Upon a Change in Control. In (a) Except for any termination pursuant to Sections F.2 or F.3 hereof, and provided that Executive complies with Section G.4. below, if within one hundred twenty (120) days prior to the event completion of a Change in Control (as hereinafter defineddefined below) Executive’s employment with the Company is terminated by the Bank or CVB without Cause, or within one (1) year after the completion of a Change in Control Executive’s employment with the Company is (i) terminated by the Bank or CVB or any successor to the Bank or CVB, or (ii) Executive resigns his employment with the Bank and CVB for any reason; or (iii) Executive is offered a position with any successor to the Bank or CVB at or around the time of such Change in Control, but decides that he does not wish to accept such a position and, as a result, Executive suffers a job loss (either by termination or resignation), Executive shall be entitled (i) to all Restricted Shares awarded receive an amount equal to Executive pursuant to this Agreement and two times Executive’s annual base salary for the Restricted Share Agreement whether or not such Restricted Shares had previously vested as last calendar year ended immediately preceding the Change in Control, plus two times Executive’s average of any annual bonus received for the date of last two calendar years ended immediately preceding the Change in Control. In Such amounts shall be paid (without interest or other adjustment) in equal installments on the event any Restricted Shares have not vested as Bank’s (or its successor’s) normal payroll dates during the 24 month period immediately following such termination. Such payment is contingent upon Executive’s execution of the Release described in Section F.5 within the time period described therein. Any payment required to be made prior to the effectiveness of the Release shall be held back and paid on the date that the Release becomes effective. If Executive is entitled to payments under this Section F.4 as a result of a termination of his employment occurring prior to the completion of a Change in Control, such payments shall be made in accordance with Section F.1 prior to the completion of the Change in Control, such Restricted Shares shall immediately vest and Executive shall receive a cash makeup payment from the Company on the date of the Change in Control in an amount equal difference between the payments provided under Section F.1 and the payments required by this Section F.4 for the period prior to forty percent (40%) of the Fair Market Value (determined as of the date of the Change in Control) of the Restricted Shares that vest on the date of the Change in Control (the "Change in Control Restricted Share Tax Gross-Up Payment"), (ii) to all shares of Common Stock purchased by Executive with the proceeds of the Stock Acquisition Loan without regard to whether or not the Stock Acquisition Loan has been forgiven or repaid. In the event there is an outstanding balance on the Stock Acquisition Loan, such outstanding balance including interest accrued thereon through the date completion of the Change in Control shall be immediately forgiven made on the Bank’s (and any shares pledged under or its successor’s) first normal payroll date following the Stock Pledge Agreement completion of the Change in Control. (b) A “Change in Control” shall be released deemed to Executivehave occurred on the earliest date on which the conditions set forth in any of the following paragraphs shall have been satisfied: (i) and Executive shall receive any one person, or more than one person acting as a cash payment from group, acquires (or has acquired during the Company 12 month period ending on the date of the Change in Control in an amount equal to forty percent (40%most recent acquisition) ownership of stock of CVB or the Bank possessing more than 50% of the outstanding balance total voting power of CVB’s or the Bank’s stock; provided, however, it is expressly acknowledged by Executive that this provision shall not be applicable to any person who is, as of the Stock Acquisition Loan and interest accrued thereon that date of this Agreement, a Director of CVB or the Bank; (ii) a majority of the members of CVB’s Board of Directors is forgiven replaced during any 12 month period by directors whose appointment or election is not endorsed by a majority of the members of CVB’s Board prior to the date of the appointment or election; (iii) a merger or consolidation where the holders of the Bank’s or CVB’s voting stock immediately prior to the effective date of such merger or consolidation own less than 50% of the voting stock of the entity surviving such merger or consolidation; (iv) any one person, or more than one person acting as a group, acquires (or has acquired during the twelve month period ending on the date of the most recent acquisition by such person or persons) assets from the Bank that have a total gross fair market value greater than 50% of the total gross fair market value of all of the Bank’s assets immediately before the acquisition or acquisitions; provided, however, transfer of assets that otherwise would satisfy the requirements of this subsection (iv) will not be treated as a change in the ownership of such assets if the assets are transferred to: (A) a shareholder of the Bank (immediately before the asset transfer) in exchange for or with respect to the stock of the Bank held by such shareholder; (B) an entity, 50% or more of the total value or voting power of which is owned, directly or indirectly by CVB or the Bank; (C) a person, or more than one person acting as a group, that owns, directly or indirectly, 50% or more of the total value or voting power of all the outstanding stock of CVB or the Bank; or (D) an entity, at least 50% of the total value or voting power is owned, directly or indirectly by a person (or group of persons) that owns, directly or indirectly, 50% or more of the total value or voting power of all the outstanding stock of the Bank. Each event comprising a Change in Control (is intended to constitute a “change in ownership or effective control”, or a “change in the "ownership of a substantial portion of the assets,” of CVB or the Bank as such terms are defined for purposes of Section 409A of the Internal Revenue Code and “Change in Control” as used herein shall be interpreted consistently therewith. Notwithstanding the foregoing, a Change in Control Acquisition Loan Tax Gross-Up Payment") and (iii) an excise tax gross-up payment. If it is determined by an indpendent accountant mutually acceptable shall not be deemed to the Company and Executive that occur as a result of compensation paid and other benefits provided to Executive by any transaction which merely changes the Company pursuant to this Agreement jurisdiction of incorporation of CVB or otherwise, a tax will be imposed on Executive pursuant to Section 4999 of the Code (or any successor provisions) the Company shall pay Executive in cash an amount equal to the excise tax for which the Executive is liable under Section 4999 of the Code. Any cash payments owed to Executive pursuant to this Paragraph 4(d) shall be paid to Executive in a single sum on or immediately prior to date of the Change in Control but prior to the consummation of the transaction with any successor. In addition, any other options previously or hereafter granted to Executive that have not vested as of the date of the Change in Control shall immediately vest upon the occurrence of and on the date of a Change in Control irrespective of whether Executive's employment terminates in connection with such Change in ControlBank.

Upon a Change in Control. In the event of a Change in Control (as hereinafter defined), Executive shall be entitled (i) to all Restricted Shares awarded to Executive pursuant to this Agreement and the Restricted Share Agreement whether or not such Restricted Shares had previously vested as of the date of the Change in Control. In the event any Restricted Shares have not vested as of the date of the Change in Control, such Restricted Shares shall immediately vest and Executive shall receive a cash payment from the Company on the date of the Change in Control in an amount equal to forty percent (40%) of the Fair Market Value (determined as of the date of the Change in Control) of the Restricted Shares that vest on the date of the Change in Control (the "Change in Control Restricted Share Tax Gross-Up Payment"), and (ii) to all shares of Common Stock purchased by Executive with the proceeds of the Stock Acquisition Loan without regard to whether or not the Stock Acquisition Loan has been forgiven or repaid. In the event there is an outstanding balance on the Stock Acquisition Loan, such outstanding balance including interest accrued thereon through the date of the Change in Control shall be immediately forgiven (and any shares pledged under the Stock Pledge Agreement shall be released to Executive) and Executive shall receive a cash payment from the Company on the date of the Change in Control in an amount equal to forty percent (40%) of the outstanding balance of the Stock Acquisition Loan and interest accrued thereon that is forgiven on the date of the Change in Control (the "Change in Control Acquisition Loan Tax Gross-Up Payment") and (iii) an excise tax gross-up payment. If it is determined by an indpendent accountant mutually acceptable to the Company and Executive that as a result of compensation paid and other benefits provided to Executive by the Company pursuant to this Agreement or otherwise, a tax will be imposed on Executive pursuant to Section 4999 of the Code (or any successor provisions) the Company shall pay Executive in cash an amount equal to the excise tax for which the Executive is liable under Section 4999 of the Code). Any cash payments owed to Executive pursuant to this Paragraph 4(d) shall be paid to Executive in a single sum on or immediately prior to date of the Change in Control but prior to the consummation of the transaction with any successor. In addition, any other options previously or hereafter granted to Executive that have not vested as of the date of the Change in Control shall immediately vest upon the occurrence of and on the date of a Change in Control irrespective of whether Executive's employment terminates in connection with such Change in Control.

Upon a Change in Control. In the event of a Change in Control (as hereinafter defined), Executive shall be entitled (i) to all Restricted Shares awarded to Executive pursuant to this Agreement and the Restricted Share Agreement whether or not such Restricted Shares had previously vested as of the date of the Change in Control. In the event any Restricted Shares have not vested as of the date of the Change in Control, such Restricted Shares shall immediately vest and Executive shall receive a cash payment from the Company on the date of the Change in Control in an amount equal to forty percent (40%) of the Fair Market Value (determined as of the date of the Change in Control) of the Restricted Shares that vest on the date of the Change in Control (the "Change in Control Restricted Share Tax Gross-Up Payment"), (ii) to all shares of Common Stock purchased by Executive with the proceeds of the Stock Acquisition Loan without regard to whether or not the Stock Acquisition Loan has been forgiven or repaid. In the event there is an outstanding balance on the Stock Acquisition Loan, such outstanding balance including interest accrued thereon through the date of the Change in Control shall be immediately forgiven (and any shares pledged under the Stock Pledge Agreement shall be released to Executive) and Executive shall receive a cash payment from the Company on the date of the Change in Control in an amount equal to forty percent (40%) of the outstanding balance of the Stock Acquisition Loan and interest accrued thereon that is forgiven on the date of the Change in Control (the "Change in Control Acquisition Loan Tax Gross-Up Payment") and (iii) an excise tax gross-up payment. If it is determined by an indpendent accountant mutually acceptable to the Company and Executive that as a result of compensation paid and other benefits provided to Executive by the Company pursuant to this Agreement or otherwise, a tax will be imposed on Executive pursuant to Section 4999 of the Code (or any successor provisions) the Company shall pay Executive in cash an amount equal to the excise tax for which the Executive is liable under Section 4999 of the Code. Any cash payments owed to Executive pursuant to this Paragraph 4(d) shall be paid to Executive in a single sum on or immediately prior to date of the Change in Control but prior to the consummation of the transaction with any successor. In addition, other than the 1994 Options, any other options previously or hereafter granted to Executive that have not vested as of the date of the Change in Control shall immediately vest upon the occurrence of and on the date of a Change in Control irrespective of whether Executive's employment terminates in connection with such Change in Control.

Upon a Change in Control. In the event of (i) If a Change in Control (as hereinafter defined), Executive shall be entitled (i) to all Restricted Shares awarded to Executive pursuant to this Agreement and the Restricted Share Agreement whether or not such Restricted Shares had previously vested as of occurs on the date of the Change in Control. In the event any Restricted Shares have not vested as of the date of the such Change in Control, such Restricted Shares shall immediately vest and Executive shall receive a cash payment from the Company on the date of the Change in Control in an amount equal to forty fifty-percent (4050%) of the Fair Market Value (determined as any stock options or shares of restricted stock of the date of the Change in Control) of the Restricted Shares that vest on the date of the Change in Control (the "Change in Control Restricted Share Tax Gross-Up Payment"), (ii) to all shares of Common Stock purchased by Executive with the proceeds of the Stock Acquisition Loan without regard to whether Company previously granted or not the Stock Acquisition Loan has been forgiven or repaid. In the event there is an outstanding balance on the Stock Acquisition Loan, such outstanding balance including interest accrued thereon through the date of the Change in Control shall be immediately forgiven (and any shares pledged under the Stock Pledge Agreement shall be released to Executive) and Executive shall receive a cash payment from the Company on the date of the Change in Control in an amount equal to forty percent (40%) of the outstanding balance of the Stock Acquisition Loan and interest accrued thereon that is forgiven on the date of the Change in Control (the "Change in Control Acquisition Loan Tax Gross-Up Payment") and (iii) an excise tax gross-up payment. If it is determined by an indpendent accountant mutually acceptable issued to the Company and Executive that as a result of compensation paid are outstanding and other benefits provided to Executive by the Company pursuant to this Agreement or otherwise, a tax will be imposed on Executive pursuant to Section 4999 of the Code (or any successor provisions) the Company shall pay Executive in cash an amount equal to the excise tax for which the Executive is liable under Section 4999 of the Code. Any cash payments owed to Executive pursuant to this Paragraph 4(d) shall be paid to Executive in a single sum on or immediately prior to date of the Change in Control but prior to the consummation of the transaction with any successor. In addition, any other options previously or hereafter granted to Executive that have not vested unvested as of the date of the Change in Control shall immediately vest upon become vested, exercisable and, in the occurrence case of and shares of restricted stock, no longer subject to forfeiture, provided that the Executive is employed by the Company on the date of a Change in Control irrespective of whether Executive's employment terminates in connection with such Change in Control. (ii) If a Change in Control occurs and within eighteen (18) months following such Change in Control, the Company terminates the Executive’s employment other than for Cause, or the Executive terminates his/her employment as a result of a Compensation Reduction or for Good Reason (as defined herein), then, in lieu of any payments to or on behalf of the Executive under Section 5(d) or 5(e) hereof, the Company shall pay to the Executive in one lump sum an amount equal to (A) eighteen (18) months Base Salary at the rate in effect on the date of termination, plus (B) 150% of the higher of (x) the Executive’s target incentive bonus under the Executive Incentive Plan for the year in which the Executive’s employment is terminated or (y) the actual incentive bonus paid to the Executive, if any, under the Executive Incentive Plan for the last full fiscal year preceding the year in which the Executive’s employment is terminated; and shall also, until the conclusion of a period of eighteen (18) months following the date of termination, pay the full premium cost of the Executive’s participation in the Company’s group medical and dental insurance plans, provided that the Executive is entitled to continue such participation under applicable law and plan terms. In addition, any (I) outstanding unvested options granted or issued to the Executive as of the date of the Change in Control shall become vested and shall be exercisable for ninety (90) days following termination of the Executive’s employment and (II) shares of unvested restricted stock of the Company granted or issued to the Executive as of the date of the Change in Control shall become vested and no longer subject to forfeiture. The Company will also provide the Executive with an outplacement assistance benefit in the form of a lump-sum payment of $15,000 plus an additional lump-sum payment in an amount sufficient, after giving effect to all federal, state and other taxes with respect to such additional payment, to make Executive whole for all taxes (including withholding taxes) on such outplacement assistance benefit. Notwithstanding anything in the Agreement to the contrary, in the event any provision contained in this agreement regarding payment or assistance to the Executive related to the continuation of healthcare coverage for the Executive is determined would cause the Company to violate the anti-discrimination rules of the healthcare reform laws known as the Patient Protection and Affordable Care Act, such provision shall be a nullity. (iii) All payments required to be made by the Company hereunder to Executive or his/her dependents, beneficiaries, or estate will be subject to the withholding of such amounts relating to tax and/or other payroll deductions as may be required by law. In the event that it is determined that any payment or benefit provided by the Company to or for the benefit of Executive, either under this Agreement or otherwise, would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code or any successor provision(s) (“Section 4999”), the payments or benefits otherwise payable will be automatically reduced to the extent necessary so that such excise tax shall not be applicable. The specific payments to be reduced for this purpose will be determined at the Company’s discretion, but reductions shall first be applied to payments that are in the form of cash payments (rather than accelerated vesting of equity-based grants). Determinations under this Section 5(g)(iii) will be made by an accounting firm engaged by the Company (the “Firm”). The determinations of the Firm will be binding upon the Company and Executive except as the determinations are established in resolution (including by settlement) of a controversy with the Internal Revenue Service to have been incorrect. All fees and expenses of the Firm will be paid by the Company. (iv) For the purpose of this Section 5(g), a “Change in Control” shall mean: (A) the acquisition by any Organization of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 50% or more of the common stock of the Company; provided, however, that for purposes of this subsection (A), an acquisition shall not constitute a Change in Control if it is: (x) by a Benefit Plan sponsored or maintained by -6-