1
EXHIBIT 10(e)
CHANGE IN CONTROL AGREEMENT
14
2
COMMERCIAL BANK AGREEMENT
WITH EXECUTIVE REGARDING BENEFITS PAID
IN THE EVENT OF A CHANGE OF CONTROL
Commercial Bank (the "Bank") and the Executive (as named below) agree that the
Executive will be eligible for certain benefits in accordance with the
following.
I. Change of Control Defined.
- "Change of Control" for purposes hereof shall occur on or after
the date upon which more than 50% of the common stock of
Commercial National Financial Corporation or its successor or
successors is acquired by an entity, person or group.
II. Duration of Agreement.
- The Executive shall be eligible for benefits hereunder for a
period of 24 months beginning on the date upon which a "Change of
Control" occurs (the "Benefit Period").
III. Eligibility for Benefits.
- The Executive shall become eligible for benefits hereunder upon a
Change of Control followed by one or more of the following events
occurring during the Benefit Period:
- Termination of Executive's employment for reasons other than
"Good Cause." ("Good Cause" shall be deemed to exist if and
only if Executive engages in acts or omissions constituting
dishonesty, intentional breach of fiduciary obligation, or
intentional wrongdoing or malfeasance, in each case that
results in substantial harm to the business or property of
the Bank or the Executive is convicted of a criminal
violation involving fraud or dishonesty);
- There is a significant change in the nature or the scope of
the Executive's authority or in his overall working
environment;
- Executive is assigned duties materially inconsistent with his
present duties, responsibilities and status;
- There is a material reduction in the Executive's monthly rate
of base salary.
IV. Amount of Benefits to be Received by Executive.
- The amount payable to Executive shall be a single sum payment in
the amount of 18 months of Executive's pay.
- The 18 months of Executive's pay shall be determined as follows:
- A sum equal to the last 12 months of the Executive's base
salary plus an amount equal to the Executive's average bonus
over the last 3 years shall be divided by 12 and then
multiplied by 18.
V. Timing of Benefit.
- Any benefits payable hereunder shall be paid to the Executive in
the form of a single sum payment no later than 60 days after
becoming eligible for benefits as set forth in paragraph III
hereof.
VI. Other Benefits.
- No other benefits shall be payable under this document. Any other
benefits to which Executive is entitled, including but not limited
to health benefits, retirement benefits and the like shall be
determined pursuant to the terms and conditions of each other
separate respective plan.
15
3
Effective Date of Document: October 21, 1998
COMMERCIAL BANK
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Its: Chairman
EXECUTIVE:
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
16