Common use of Upon a Change in Control Clause in Contracts

Upon a Change in Control. (a) Except for any termination pursuant to Sections F.2 or F.3 hereof, and provided that Executive complies with Sections H.1 and H.4 below, if either (i) Executive’s employment with the Company is terminated by the Bank or CVB without Cause within one hundred eighty (180) days prior to the completion of a Change in Control (as defined below) or (ii) within one (1) year after the completion of a Change in Control, Executive’s employment with the Company is (x) terminated by the Bank or CVB or any successor to the Bank or CVB without Cause, or (y) Executive resigns his employment with the Bank and CVB for Good Reason, as defined below, then, in either case, in addition to the Accrued Obligations and the Vested Benefits, Executive shall be entitled to receive an additional amount equal to the sum of (A) two (2) times Executive’s then current annual base salary immediately preceding such termination (or, if greater, immediately preceding the Change in Control), plus two (2) times Executive’s average annual bonus (if any) granted under Section C.2 (or the corresponding section of the Prior Agreement) for the last two (2) calendar years ended immediately preceding the Change in Control (whether or not payment is deferred) and (B) a lump sum amount (adjusted upward for any applicable payroll and other taxes due) equal to twenty-four (24) months of the cost of the equivalent medical and dental plan coverage available under the health care continuation rules of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), to the extent that Executive or any of Executive’s dependents may be covered under the terms of any medical and dental plans of the Company or any successor to the Company for active employees immediately prior to any such termination or resignation. Such amounts shall be paid (without interest or other adjustment) in equal installments on the Bank’s (or its successor’s) normal payroll dates during the eighteen (18) month period immediately following such termination. Such severance payments are contingent upon Executive’s execution of the Release described in Section F.5 within the time period described therein. Further, upon any Change in Control (as defined below), with or without Executive’s termination before or after such Change in Control, all of Executive’s RSUs, stock options and shares of restricted stock, whether granted under Section C.3 herein, the Prior Agreement or otherwise, shall become due and/or vest fully and immediately. Additionally, upon any Change in Control (as defined below), with or without Executive’s termination before or after such Change in Control, Executive’s PRSUs granted under Section C.3 herein, the Prior Agreement or otherwise for any performance period that has not ended and for which less than two (2) years of the performance period have been completed prior to the Change in Control shall vest immediately at target levels, and Executive’s PRSUs for any performance period that has ended or for which at least two (2) years of the performance period have been completed prior to the Change in Control shall vest immediately for the number of shares based on the Company’s and/or Company’s stock’s actual performance during the performance period or the completed portion of the performance period. Any payment or payments required to be made prior to the sixtieth (60th) day following the date of termination of employment shall be held back and aggregately paid on the sixtieth (60th) day following the date of termination of employment. (b) A “Change in Control” shall be deemed to have occurred on the earliest date on which the conditions set forth in any of the following paragraphs shall have been satisfied: (i) any one person, or more than one person acting as a group, acquires (or has acquired during the 12 month period ending on the date of the most recent acquisition) ownership of stock of CVB or the Bank possessing more than 50% of the 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 date of this Agreement, a Director of CVB or the Bank; (ii) a majority of the members of CVB’s Board of Directors is 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 shall not be deemed to occur as a result of any transaction which merely changes the jurisdiction of incorporation of CVB or the Bank.

Upon a Change in Control. (a) Except for any termination pursuant to Sections F.2 or F.3 hereof, and provided that Executive complies with Sections H.1 and H.4 below, if either (i) Executive’s employment with the Company is terminated by the Bank or CVB without Cause within one hundred eighty (180) days prior to the completion of a Change in Control (as defined below) or (ii) within one (1) year after the completion of a Change in Control, Executive’s employment with the Company is (x) terminated by the Bank or CVB or any successor to the Bank or CVB without Cause, or (y) Executive resigns his employment with the Bank and CVB for Good Reason, as defined below, then, in either case, in addition to the Accrued Obligations and the Vested Benefits, Executive shall be entitled to receive an additional amount equal to the sum of (A) two (2) times Executive’s then current annual base salary immediately preceding such termination (or, if greater, immediately preceding the Change in Control), plus two (2) times Executive’s average annual bonus (if any) granted under Section C.2 (or the corresponding section of the Prior under similar arrangements prior to this Agreement) for the last two (2) calendar years ended immediately preceding the Change in Control (whether or not payment is deferred) and (B) a lump sum amount (adjusted upward for any applicable payroll and other taxes due) equal to twenty-four (24) months of the cost of the equivalent medical and dental plan coverage available under the health care continuation rules of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), to the extent that Executive or any of Executive’s dependents may be covered under the terms of any medical and dental plans of the Company or any successor to the Company for active employees immediately prior to any such termination or resignation. Such amounts shall be paid (without interest or other adjustment) in equal installments on the Bank’s (or its successor’s) normal payroll dates during the eighteen (18) month period immediately following such termination. Such severance payments are contingent upon Executive’s execution of the Release described in Section F.5 within the time period described therein. Further, upon any Change in Control (as defined below), with or without Executive’s termination before or after such Change in Control, all of Executive’s RSUs, stock options and shares of restricted stock, whether granted under Section C.3 herein, the Prior Agreement herein or otherwise, shall become due and/or vest fully and immediately. Additionally, upon any Change in Control (as defined below), with or without Executive’s termination before or after such Change in Control, Executive’s PRSUs granted under Section C.3 herein, the Prior Agreement herein or otherwise for any performance period that has not ended and for which less than two (2) years of the performance period have been completed prior to the Change in Control shall vest immediately at target levels, and Executive’s PRSUs for any performance period that has ended or for which at least two (2) years of the performance period have been completed prior to the Change in Control shall vest immediately for the number of shares based on the Company’s and/or Company’s stock’s actual performance during the performance period or the completed portion of the performance period. Any payment or payments required to be made prior to the sixtieth (60th) day following the date of termination of employment shall be held back and aggregately paid on the sixtieth (60th) day following the date of termination of employment. (b) A “Change in Control” shall be deemed to have occurred on the earliest date on which the conditions set forth in any of the following paragraphs shall have been satisfied: (i) any one person, or more than one person acting as a group, acquires (or has acquired during the 12 month period ending on the date of the most recent acquisition) ownership of stock of CVB or the Bank possessing more than 50% of the 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 date of this Agreement, a Director of CVB or the Bank; (ii) a majority of the members of CVB’s Board of Directors is replaced during any 12 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 shall not be deemed to occur as a result of any transaction which merely changes the jurisdiction of incorporation of CVB or the Bank.

Upon a Change in Control. (a) Except for any termination pursuant to Sections F.2 or F.3 hereof, and provided that Executive complies with Sections H.1 and H.4 Section G.4. below, if either (i) Executive’s employment with the Company is terminated by the Bank or CVB without Cause within one hundred eighty twenty (180120) days prior to the completion of a Change in Control (as defined below) Executive’s employment with the Company is terminated by the Bank or (ii) CVB without Cause, or within one (1) year after the completion of a Change in Control, Control Executive’s employment with the Company is (xi) terminated by the Bank or CVB or any successor to the Bank or CVB without CauseCVB, or (yii) Executive resigns his employment with the Bank and CVB for Good Reason, as defined below, then, in either case, in addition to the Accrued Obligations and the Vested Benefits, Executive shall be entitled to receive an additional amount equal to the sum of (A) two (2) times Executive’s then current annual base salary immediately preceding such termination (or, if greater, for the last calendar year ended immediately preceding the Change in Control), plus plus, aggregately, two (2) times Executive’s average of any annual bonus (if any) granted under Section C.2 (or the corresponding section of the Prior Agreement) received for the last two (2) calendar years ended immediately preceding the Change in Control (whether or not payment is deferred) and (B) a lump sum amount (adjusted upward for any applicable payroll and other taxes due) equal to twenty-four (24) months of the cost of the equivalent medical and dental plan coverage available under the health care continuation rules of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), to the extent that Executive or any of Executive’s dependents may be covered under the terms of any medical and dental plans of the Company or any successor to the Company for active employees immediately prior to any such termination or resignationControl. Such amounts shall be paid (without interest or other adjustment) in equal installments on the Bank’s (or its successor’s) normal payroll dates during the eighteen twelve (1812) month period immediately following such termination. Such severance payments are payment is contingent upon Executive’s execution of the Release described in Section F.5 within the time period described therein. Further, upon any Change in Control (as defined below), with or without Executive’s termination before or after such Change in Control, all of Executive’s RSUsoptions and interest in the stock, stock options options, and shares of restricted stockstock shares, whether granted under Section as described in Sections C.3 and C.4 herein, the Prior Agreement or otherwise, shall become due and/or vest fully and immediately. Additionally, upon any Change in Control (as defined below), with or without Executive’s termination before or after such Change in Control, Executive’s PRSUs granted under Section C.3 herein, the Prior Agreement or otherwise for any performance period that has not ended and for which less than two (2) years of the performance period have been completed prior to the Change in Control shall vest immediately at target levels, and Executive’s PRSUs for without any performance period that has ended or for which at least two (2) years of the performance period have been completed prior to the Change in Control shall vest immediately for the number of shares based on the Company’s and/or Company’s stock’s actual performance during the performance period or the completed portion of the performance periodother condition precedent. Any payment or payments required to be made prior to the sixtieth (60th) day following the date of termination of employment shall be held back and aggregately paid on the sixtieth (60th) day following the date of termination of employment. 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, and a makeup payment of the difference between the payments provided under Section F.1 and the payments required by this Section F.4 for the period prior to the completion of the Change in Control shall be made on the Bank’s (or its successor’s) first normal payroll date following the completion of the Change in Control. (b) A “Change in Control” shall be deemed to have occurred on the earliest date on which the conditions set forth in any of the following paragraphs shall have been satisfied: (i) any one person, or more than one person acting as a group, acquires (or has acquired during the 12 month period ending on the date of the most recent acquisition) ownership of stock of CVB or the Bank possessing more than 50% of the 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 date of this Agreement, a Director of CVB or the Bank; (ii) a majority of the members of CVB’s Board of Directors is 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 shall not be deemed to occur as a result of any transaction which merely changes the jurisdiction of incorporation of CVB or the Bank.

Upon a Change in Control. (a) Except for any termination pursuant to Sections F.2 or F.3 hereof, and provided that Executive complies with Sections H.1 and H.4 below, if either (i) Executive’s employment with the Company is terminated by the Bank or CVB without Cause within one hundred eighty twenty (180120) days prior to the completion of a Change in Control (as defined below) or (ii) within one (1) year after the completion of a Change in Control, Executive’s employment with the Company is (x) terminated by the Bank or CVB or any successor to the Bank or CVB without Cause, or (y) Executive resigns his employment with the Bank and CVB for Good Reason, as defined below, then, in either case, in addition to the Accrued Obligations and the Vested Benefits, Executive shall be entitled to receive an additional amount equal to the sum of (A) two (2) times Executive’s then current annual base salary immediately preceding such termination (or, if greater, immediately preceding the Change in Control), plus two (2) times Executive’s average annual bonus (if any) granted under Section C.2 (or the corresponding section of the Prior Agreement) for the last two (2) calendar years ended immediately preceding the Change in Control (whether or not payment is deferred). In the event that Executive does not have two (2) and (B) a lump sum full calendar years of employment as the Company’s Chief Executive Officer prior to the Change in Control, Executive’s average annual bonus for purposes of determining the severance pay amount (adjusted upward for any applicable payroll and other taxes due) equal to twenty-four (24) months of the cost of the equivalent medical and dental plan coverage available under the health care continuation rules preceding sentence shall be (a) Executive’s target annual bonus for the calendar year of termination of employment if Executive does not have any full calendar years of employment as the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), Company’s Chief Executive Officer prior to the extent that Executive Change in Control or any (b) the average of Executive’s dependents may be covered under target annual bonus for the terms of any medical and dental plans calendar year of the Company or any successor Change in Control and Executive’s actual annual bonus for the calendar year ended immediately preceding the calendar year in which the Change in Control occurs if Executive has only one (1) full calendar year of employment as the Company’s Chief Executive Officer prior to the Company for active employees immediately prior to any such termination or resignationChange in Control. Such amounts shall be paid (without interest or other adjustment) in equal installments on the Bank’s (or its successor’s) normal payroll dates during the eighteen twelve (1812) month period immediately following such termination. Such severance payments are contingent upon Executive’s execution of the Release described in Section F.5 within the time period described therein. Further, upon any Change in Control (as defined below), with or without Executive’s termination before or after such Change in Control, all of Executive’s RSUs, stock options and shares of restricted stock, whether granted under Section Sections C.3 herein, the Prior Agreement and C.5 herein or otherwise, shall become due and/or vest fully and immediately. Additionally, upon any Change in Control (as defined below), with or without Executive’s termination before or after such Change in Control, Executive’s PRSUs granted under Section C.3 herein, the Prior Agreement or otherwise Sections C.4 and C.5 herein for any performance period that has not ended and for which less than two (2) years of the performance period have been completed prior to the Change in Control shall vest immediately at target levels, and Executive’s PRSUs for any performance period that has ended or for which at least two (2) years of the performance period have been completed prior to the Change in Control shall vest immediately for the number of shares based on the Company’s and/or Company’s stock’s actual performance during the performance period or the completed portion of the performance period. Any payment or payments required to be made prior to the sixtieth (60th) day following the date of termination of employment shall be held back and aggregately paid on the sixtieth (60th) day following the date of termination of employment. (b) A “Change in Control” shall be deemed to have occurred on the earliest date on which the conditions set forth in any of the following paragraphs shall have been satisfied: (i) any one person, or more than one person acting as a group, acquires (or has acquired during the 12 month period ending on the date of the most recent acquisition) ownership of stock of CVB or the Bank possessing more than 50% of the 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 date of this Agreement, a Director of CVB or the Bank; (ii) a majority of the members of CVB’s Board of Directors is 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 shall not be deemed to occur as a result of any transaction which merely changes the jurisdiction of incorporation of CVB or the Bank.

Upon a Change in Control. (a) Except for any termination pursuant to Sections F.2 or F.3 hereof, and provided that Executive complies with Sections H.1 G.1 and H.4 G.4. below, if either (i) Executive’s employment with the Company is terminated by the Bank or CVB without Cause within one hundred eighty (1801) days year prior to the completion of a Change in Control (as defined below) or (ii) within one (1) year after the completion of a Change in Control, Executive’s employment with the Company is (x) terminated by the Bank or CVB or any successor to the Bank or CVB without Cause, or (y) Executive resigns his employment with the Bank and CVB for Good Reason, as defined below, then, in either case, in addition to the Accrued Obligations and the Vested Benefits, Executive shall be entitled to receive an additional amount equal to the sum of (A) two (2) three times Executive’s then current annual base salary immediately preceding such termination (or, if greater, immediately preceding the Change in Control), plus two (2) times Executive’s average annual bonus (if any) granted under Section C.2 (or the corresponding section of the Prior Agreement) for the last two (2) calendar years year ended immediately preceding the Change in Control (whether or not payment is deferred) and (B) a lump sum amount (adjusted upward for any applicable payroll and other taxes due) equal to twenty-four (24) months of the cost of the equivalent medical and dental plan coverage available under the health care continuation rules of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), to the extent that Executive or any of Executive’s dependents may be covered under the terms of any medical and dental plans of the Company or any successor to the Company for active employees immediately prior to any such termination or resignation. Such amounts shall be paid (without interest or other adjustment) in equal installments on the Bank’s (or its successor’s) normal payroll dates during the eighteen twelve (1812) month period immediately following such termination. Such severance payments are contingent upon Executive’s execution of the Release described in Section F.5 within the time period described therein. Further, upon any Change in Control (as defined below), with or without Executive’s termination before or after such Change in Control, all of Executive’s RSUsIncentive Cash Award (at the $1,000,000 target amount), stock options and shares of restricted stockRSUs, whether granted under Section C.3 as described in Sections C.3, C.4 and C.7 herein, the Prior Agreement or otherwise, shall become due and/or vest fully and immediately. Additionally, upon any Change in Control (as defined below), with or without and all of Executive’s termination before or after such Change PRSUs, as described in Control, Executive’s PRSUs granted under Section C.3 C.5 herein, the Prior Agreement or otherwise for any performance period Performance Period that has not ended and for which less than two (2) years of the performance period have been completed prior to the Change in Control shall vest immediately at for the target levelsnumber of shares, and Executive’s PRSUs for any performance period Performance Period that has ended or ended, but for which at least two (2) years of the performance period have been completed vesting date has not occurred prior to the Change in Control Control, shall vest immediately for the number of shares based on the Company’s and/or Company’s stock’s actual performance during the performance period or the completed portion of the performance periodPerformance Period, in each case without any other condition precedent. Any payment or payments required to be made prior to the sixtieth (60th) day following the date of termination of employment shall be held back and aggregately paid on the sixtieth (60th) day following the date of termination of employment. 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, and a makeup payment of the difference between the payments provided under Section F.1 and the payments required by this Section F.4 for the period prior to the completion of the Change in Control shall be made on the Bank’s (or its successor’s) first normal payroll date following the completion of the Change in Control. (b) A “Change in Control” shall be deemed to have occurred on the earliest date on which the conditions set forth in any of the following paragraphs shall have been satisfied: (i) any one person, or more than one person acting as a group, acquires (or has acquired during the 12 month period ending on the date of the most recent acquisition) ownership of stock of CVB or the Bank possessing more than 50% of the 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 date of this Agreement, a Director of CVB or the Bank; (ii) a majority of the members of CVB’s Board of Directors is 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 shall not be deemed to occur as a result of any transaction which merely changes the jurisdiction of incorporation of CVB or the Bank.