CHANGE IN CONTROL OF THE BANK Sample Clauses

CHANGE IN CONTROL OF THE BANK. (a) If : (i) at the effective time of, or any time within 24 months following, a “Change in Control” (as defined below), the Bank terminates Employee’s employment other than for Cause (as defined in Paragraph 6(d) above), or (ii) at the effective time of, or any time within 365 days following, a “Change in Control” (as defined below), Employee voluntarily terminates his own employment with the Bank, then (subject to the limitations set forth herein, and except as provided below) Employee shall be entitled to receive from the Bank, and the Bank shall be obligated to pay or cause to be paid to Employee, an amount equal to 2.99 multiplied by Employee’s annual Base Salary in effect at the time the Change in Control became effective or in effect at the time the termination of Employee’s employment becomes effective, whichever is greater (and which amount shall be subject to adjustment as provided in Paragraph 8(g) below). Notwithstanding anything contained in this Paragraph 8(a) to the contrary, in the case of a voluntary termination of Employee’s employment pursuant to Paragraph 8(a)(ii) above, the Bank shall not be obligated to make the above payment to Employee if, at the time of such termination, events have occurred, or circumstances exist, that constitute “Cause” to terminate Employee’s employment as described in Paragraph 6(d) above, other than the circumstances described in Paragraph 6(d)(i)(A). (b) For purposes of this Agreement, a “Change in Control” shall be defined and interpreted in a manner that is consistent with Section 409A of the Internal Revenue Code of 1986, as amended, and regulations promulgated thereunder, as applicable (“Section 409A”) and shall be deemed to have occurred if: (i) after the Effective Date, any “Person” (as such term is defined in Sections 3(a)(9) and 13(d)(3) of the Securities Exchange Act of 1934, as amended), directly or indirectly, acquires beneficial ownership of voting stock, or acquires irrevocable proxies or any combination of voting stock and irrevocable proxies, representing more than 50% of any class of voting securities of the Bank or its parent bank holding company, Bank of the Carolinas Corporation (“BankCorp”), or in any manner acquires control of the election of a majority of the directors of the Bank or BankCorp; or (ii) the Bank or BankCorp consolidates or merges with or into another corporation, or otherwise is reorganized, where the Bank or BankCorp is not the resulting or surviving corporation in such ...

CHANGE IN CONTROL OF THE BANK. (i) In the event of a Change in Control of the Bank (as defined in paragraph 5(d)(vi) below), and provided that Executive does not voluntarily terminate his employment with the Bank (or its successor) within the three (3) month period following the consummation of the Change in Control, Executive shall be paid a lump sum payment (the "Change in Control Payment") equal to: (A) Two times his then Base Salary; and (B) An amount equal to two times the Incentive Compensation earned by Executive in respect of the fiscal year immediately preceding the Change in Control , or in the event Incentive Compensation has not been paid yet for such year as of the date of the Change in Control, then an amount equal to two times the Incentive Compensation earned by Executive for the penultimate year prior to the Change in Control. (ii) In the event of a Change in Control, the Bank (or its successor) shall be entitled to terminate Executive's employment under this Agreement at any time within the one year period following the consummation of such Change in Control for any or no reason, and such termination shall not be deemed a breach of this Agreement. Executive shall, upon such termination, not be paid any severance payment which would otherwise be payable pursuant to any plan or policy of the Bank (or its successor), the Change in Control Payment replacing any such severance payment. (iii) In the event of a Change in Control, Executive shall be entitled to terminate his employment at any time within the one year period following the consummation of such Change in Control for any or no reason, and such termination shall not be deemed a breach of this Agreement; provided that if Executive terminates his employment prior to the end of the third month following consummation of such Change in Control, Executive shall not be entitled to the Change in Control Payment. (iv) In the event that prior to the end of the third month following the consummation of such Change in Control, Executive's employment terminates for a reason other than a voluntary termination (i.e. because the Bank or its successor elects to terminate Executive's employment or because of the death or disability of Executive or because Executive terminates his employment for Good Reason), Executive shall be entitled to be paid the Change in Control Payment upon such termination of employment. (v) The Change in Control Payment shall be paid on the earlier of (x) the termination of Executive's employment by the Ban...

CHANGE IN CONTROL OF THE BANK. In the event of a “Change in Control” of the Bank during the Term of Employment, as defined herein, Executive shall be entitled to receive incentive compensation in an amount equal to one hundred percent (100%) of his Base Salary then in effect, which shall be paid in a lump sum at the closing of a transaction resulting in a Change in Control. In addition, all incentives contemplated by Section 3.2 shall be immediately due and payable upon the occurrence of a Change in Control. For purposes of this Section 5, “Change in Control” of the Bank shall mean: (i) any transaction, whether by merger, consolidation, asset sale, tender offer, reverse stock split or otherwise, which results in the acquisition of beneficial ownership (as such term is defined under rules and regulations promulgated under the Securities Exchange Act of 1934, as amended) by any person or entity or any group of persons or entities acting in concert, with the exception of the Bank’s Board of Directors or the Bank’s shareholders, of 50% or more of the outstanding shares of common stock of the Bank; (ii) the sale of all or substantially all of the assets of the Bank; or (iii) the liquidation of the Bank.

CHANGE IN CONTROL OF THE BANK. For purposes of this Agreement, a Change in Control of the Bank shall be deemed to have occurred if: (i) twenty percent (20%) or more of the voting power of the Bank is acquired, directly or indirectly, by a person (or group of persons acting in concert) who do not presently possess such voting power; (ii) the composition of the Board of Directors of the Bank changes over a period of time of two consecutive years such that the members of the Board at the beginning of the two year period no longer constitute a majority of the Board at the end of the two year period; however, if a new director is nominated and elected after advance approval by not less than two-thirds of the directors in office at that time of election, that new director shall be considered, for purposes of this Agreement, to have been a director at the beginning of that consecutive two year period; or (iii) the Bank approves an agreement to merge or consolidate with or to allow substantially all of its assets to be purchased by another corporation and as a result of such merger, consolidation or sale of assets, less than a majority of the outstanding voting stock of the surviving, resulting or purchasing corporation is owned, immediately after the transaction, by the holders of the outstanding voting stock of the Bank immediately before the transaction.

CHANGE IN CONTROL OF THE BANK. For purposes of this Agreement, a ------ -- ------- -- --- ---- "change in control of the Bank" shall be deemed to have occurred if (i) any person or any combination of persons, partnerships, associations or other non- corporate entities acting as a group in concert, (other than the Bank, the Board of Directors of the Bank or the Board of Directors of the Holding Company, which for purposes hereof shall not without more be considered a group), owns or becomes the beneficial owner, directly or indirectly, of securities of the Bank or securities of the Holding Company representing 51% or more of the combined voting power of the Bank's or the Holding Company's then outstanding securities, or (ii) if the Bank or the Holding Company is acquired by a corporation or the Bank's assets or the Holding Company's assets are combined with or transferred to another bank or bank holding company, as the case may be, and less than a majority of the outstanding voting shares of the acquiring or surviving bank or holding company, as the case may be, after such acquisition, combination or transfer are owned, immediately after such acquisition, combination or transfer, by the owners of the voting shares of the Bank and Holding Company outstanding immediately prior to such acquisition, combination or transfer.

CHANGE IN CONTROL OF THE BANK. In the event that there is a change in control of the Bank or the Bank's parent company (Emerald Financial Corp. "

CHANGE IN CONTROL OF THE BANK. Change in Control of the Bank" shall mean a change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934,

CHANGE IN CONTROL OF THE BANK and Schedule 3 of the original Agreement shall be replaced in their entirety by the following:

CHANGE IN CONTROL OF THE BANK. “Change in Control of the Bank” shall mean the occurrence of any of the following: (i) an event that would be required to be reported in response to Item 1(a) of Form 8-K or Item 6(e) of Schedule 14A of Regulation 14A pursuant to the Securities Exchange Act of 1934, as amended (“Exchange Act”), or any successor thereto, whether or not any class of securities of the Bank is registered under the Exchange Act; (ii) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) other than the MHC is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Bank representing 20% or more of the combined voting power of the Bank’s then outstanding securities; or (iii) during any period of three consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Bank cease for any reason to constitute at least a majority thereof unless the election, or the nomination for election by stockholders, of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period; provided, however, notwithstanding anything to the contrary herein, a “Change in Control of the Bank” shall not be deemed to have occurred if the MHC ceases to own at least a majority of all issued and outstanding shares of common stock of the Bank in connection with a reorganization of the MHC pursuant to which the MHC converts from mutual to stock form in a transaction that does not involve a merger or combination with any company which is not an affiliate of the MHC; provided, further, that a “Change in Control of the Bank” will be deemed to have occurred if in connection with a reorganization, a merger or business combination occurs with a company that is not an affiliate of the MHC (an “Acquisition Transaction”) and less than majority of the Bank’s Board of Directors immediately subsequent to the Acquisition Transaction is comprised of members of the Bank’s Board of Directors immediately prior to such Acquisition Transaction.