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

Termination Due to a Change in Control. If Bank is subjected to a Change in Control (as defined in Section 5(b)(i)), and either Bank or its assigns terminates this Agreement without cause or Executive terminates this Agreement for good reason, then Bank shall pay Executive upon the effective date of such termination all salary earned and all reimbursable expenses incurred under this Agreement through such termination date, plus a pro rata portion of the annual target bonus for the year of termination, and in addition, an amount equal to three (3) times Executive's average annual W-2 compensation over the prior three years. Provided, however, that the payment described in this section 5(a)(i) will be less than the amount that would cause it to be a "parachute payment" within the meaning of Section 280G(b)(2)(A) of the Internal Revenue Code.

Termination Due to a Change in Control. If Bank is subjected to a Change in Control (as defined in Section 5(b)(i)), and either Bank or its assigns terminates this Agreement without cause or Executive terminates this Agreement for good reason, then Bank shall pay Executive upon the effective date of such termination all salary earned and all reimbursable expenses incurred under this Agreement through such termination date, plus a pro rata portion of the annual target bonus for the year of termination, and in addition, an amount equal to three (3) times Executive's average annual W-2 compensation over the prior three years. Provided, however, that the payment described in this section Section 5(a)(i) will be less than the amount that would cause it to be a "parachute payment" within the meaning of Section 280G(b)(2)(A) of the Internal Revenue Code.

Termination Due to a Change in Control. If Bank is subjected to a Change in Control (as defined in Section 5(b)(i)), and either Bank or its assigns terminates this Agreement without cause or Executive terminates this Agreement for good reason, then Bank shall pay Executive upon the effective date of such termination all salary earned and all reimbursable expenses incurred under this Agreement through such termination date, plus a pro rata portion of the annual target bonus for the year of termination, and in addition, an amount equal to three two (32) times Executive's average annual W-2 compensation over the prior three years. Provided, however, that the payment described in this section Section 5(a)(i) will be less than the amount that would cause it to be a "parachute payment" within the meaning of Section 280G(b)(2)(A) of the Internal Revenue Code.