CVBF » Topics » 1. Compensation Upon a Change in Control.

These excerpts taken from the CVBF 8-K filed Mar 21, 2006.

1.     Compensation Upon a Change in Control.

    A.         In the event that a Change in Control occurs during the employment of the Executive and

(i)  

the Executive’s employment is terminated by the Company or the Bank or any successor to the Company or the Bank other than for Cause (as defined below) within one (1) year of the completion of such Change in Control; or


(ii)  

the Executive resigns his employment for any reason within one (1) year of the completion of such Change in Control; or


(iii)  

the Executive is offered a position with any successor to the Company or the Bank 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, the Executive suffers a job loss (either by termination or resignation);


  the Executive shall receive an amount equal to two times the Executive’s annual base compensation for the last calendar year ended immediately preceding the Change in Control, plus two times the average annual bonus received for the last two calendar years ended immediately preceding the Change in Control. Such amounts, less applicable withholdings, employment and payroll taxes (which taxes shall be paid upon termination or resignation of Executive’s employment or at the time payments are made hereunder, as required by law), shall be paid (without interest or other adjustment) in 120 equal monthly installments on the first day of each month commencing with the first such date that is at least six (6) months after the effective date of the termination or resignation of the Executive’s employment and continuing for 119 successive months thereafter. This payment schedule is intended to comply with the requirements of Section 409A of the Internal Revenue Code and shall be interpreted consistently therewith.

B.          The Executive may designate in writing (only on a form provided by the Bank and delivered by the Executive to the Bank before Executive’s death) primary and contingent beneficiaries to receive the balance of any payment under Section 1A that are not made prior to the Executive’s death and the proportions in which such beneficiaries are to receive such payment. The total amount of the balance of such payment shall be paid to such beneficiaries in a single unreduced lump sum payment made within ninety (90) days following the Executive’s death. The Executive may change beneficiary designations from time to time by completing and delivering additional such forms to the Bank. The last written beneficiary designation delivered by the Executive to the Bank prior to the Executive’s death will control. If the Executive fails to designate a beneficiary in such manner, or if no designated beneficiary survives the Executive, then Executive’s payment balance shall be paid to the Executive’s estate in an unreduced lump sum payment within ninety (90) days following the Executive’s death.

1.     Compensation Upon a Change in Control.

    A.         In the event that a Change in Control occurs during the employment of the Executive and

(i)  

the Executive’s employment is terminated by the Company or the Bank or any successor to the Company or the Bank other than for Cause (as defined below) within one (1) year of the completion of such Change in Control; or


(ii)  

the Executive resigns his employment for any reason within one (1) year of the completion of such Change in Control; or


(iii)  

the Executive is offered a position with any successor to the Company or the Bank 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, the Executive suffers a job loss (either by termination or resignation);


  the Executive shall receive an amount equal to two times the Executive’s annual base compensation for the last calendar year ended immediately preceding the Change in Control, plus two times the average annual bonus received for the last two calendar years ended immediately preceding the Change in Control. Such amounts, less applicable withholdings, employment and payroll taxes (which taxes shall be paid upon termination or resignation of Executive’s employment or at the time payments are made hereunder, as required by law), shall be paid (without interest or other adjustment) in 120 equal monthly installments on the first day of each month commencing with the first such date that is at least six (6) months after the effective date of the termination or resignation of the Executive’s employment and continuing for 119 successive months thereafter. This payment schedule is intended to comply with the requirements of Section 409A of the Internal Revenue Code and shall be interpreted consistently therewith.

B.          The Executive may designate in writing (only on a form provided by the Bank and delivered by the Executive to the Bank before Executive’s death) primary and contingent beneficiaries to receive the balance of any payment under Section 1A that are not made prior to the Executive’s death and the proportions in which such beneficiaries are to receive such payment. The total amount of the balance of such payment shall be paid to such beneficiaries in a single unreduced lump sum payment made within ninety (90) days following the Executive’s death. The Executive may change beneficiary designations from time to time by completing and delivering additional such forms to the Bank. The last written beneficiary designation delivered by the Executive to the Bank prior to the Executive’s death will control. If the Executive fails to designate a beneficiary in such manner, or if no designated beneficiary survives the Executive, then Executive’s payment balance shall be paid to the Executive’s estate in an unreduced lump sum payment within ninety (90) days following the Executive’s death.

1.     Compensation Upon a Change in Control.

    A.         In the event that a Change in Control occurs during the employment of the Executive and

(i)  

the Executive’s employment is terminated by the Company or the Bank or any successor to the Company or the Bank other than for Cause (as defined below) within one (1) year of the completion of such Change in Control; or


(ii)  

the Executive resigns his employment for any reason within one (1) year of the completion of such Change in Control; or


(iii)  

the Executive is offered a position with any successor to the Company or the Bank 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, the Executive suffers a job loss (either by termination or resignation);


  the Executive shall receive an amount equal to two times the Executive’s annual base compensation for the last calendar year ended immediately preceding the Change in Control, plus two times the average annual bonus received for the last two calendar years ended immediately preceding the Change in Control. Such amounts, less applicable withholdings, employment and payroll taxes (which taxes shall be paid upon termination or resignation of Executive’s employment or at the time payments are made hereunder, as required by law), shall be paid (without interest or other adjustment) in 120 equal monthly installments on the first day of each month commencing with the first such date that is at least six (6) months after the effective date of the termination or resignation of the Executive’s employment and continuing for 119 successive months thereafter. This payment schedule is intended to comply with the requirements of Section 409A of the Internal Revenue Code and shall be interpreted consistently therewith.

B.          The Executive may designate in writing (only on a form provided by the Bank and delivered by the Executive to the Bank before Executive’s death) primary and contingent beneficiaries to receive the balance of any payment under Section 1A that are not made prior to the Executive’s death and the proportions in which such beneficiaries are to receive such payment. The total amount of the balance of such payment shall be paid to such beneficiaries in a single unreduced lump sum payment made within ninety (90) days following the Executive’s death. The Executive may change beneficiary designations from time to time by completing and delivering additional such forms to the Bank. The last written beneficiary designation delivered by the Executive to the Bank prior to the Executive’s death will control. If the Executive fails to designate a beneficiary in such manner, or if no designated beneficiary survives the Executive, then Executive’s payment balance shall be paid to the Executive’s estate in an unreduced lump sum payment within ninety (90) days following the Executive’s death.

1.     Compensation Upon a Change in Control.

    A.         In the event that a Change in Control occurs during the employment of the Executive and

(i)  

the Executive’s employment is terminated by the Company or the Bank or any successor to the Company or the Bank other than for Cause (as defined below) within one (1) year of the completion of such Change in Control; or


(ii)  

the Executive resigns his employment for any reason within one (1) year of the completion of such Change in Control; or


(iii)  

the Executive is offered a position with any successor to the Company or the Bank 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, the Executive suffers a job loss (either by termination or resignation);


  the Executive shall receive an amount equal to two times the Executive’s annual base compensation for the last calendar year ended immediately preceding the Change in Control, plus two times the average annual bonus received for the last two calendar years ended immediately preceding the Change in Control. Such amounts, less applicable withholdings, employment and payroll taxes (which taxes shall be paid upon termination or resignation of Executive’s employment or at the time payments are made hereunder, as required by law), shall be paid (without interest or other adjustment) in 120 equal monthly installments on the first day of each month commencing with the first such date that is at least six (6) months after the effective date of the termination or resignation of the Executive’s employment and continuing for 119 successive months thereafter. This payment schedule is intended to comply with the requirements of Section 409A of the Internal Revenue Code and shall be interpreted consistently therewith.

B.          The Executive may designate in writing (only on a form provided by the Bank and delivered by the Executive to the Bank before Executive’s death) primary and contingent beneficiaries to receive the balance of any payment under Section 1A that are not made prior to the Executive’s death and the proportions in which such beneficiaries are to receive such payment. The total amount of the balance of such payment shall be paid to such beneficiaries in a single unreduced lump sum payment made within ninety (90) days following the Executive’s death. The Executive may change beneficiary designations from time to time by completing and delivering additional such forms to the Bank. The last written beneficiary designation delivered by the Executive to the Bank prior to the Executive’s death will control. If the Executive fails to designate a beneficiary in such manner, or if no designated beneficiary survives the Executive, then Executive’s payment balance shall be paid to the Executive’s estate in an unreduced lump sum payment within ninety (90) days following the Executive’s death.

1.     Compensation Upon a Change in Control.

    A.         In the event that a Change in Control occurs during the employment of the Executive and

(i)  

the Executive’s employment is terminated by the Company or the Bank or any successor to the Company or the Bank other than for Cause (as defined below) within one (1) year of the completion of such Change in Control; or


(ii)  

the Executive resigns his employment for any reason within one (1) year of the completion of such Change in Control; or


(iii)  

the Executive is offered a position with any successor to the Company or the Bank 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, the Executive suffers a job loss (either by termination or resignation);


  the Executive shall receive an amount equal to two times the Executive’s annual base compensation for the last calendar year ended immediately preceding the Change in Control, plus two times the average annual bonus received for the last two calendar years ended immediately preceding the Change in Control. Such amounts, less applicable withholdings, employment and payroll taxes (which taxes shall be paid upon termination or resignation of Executive’s employment or at the time payments are made hereunder, as required by law), shall be paid (without interest or other adjustment) in 120 equal monthly installments on the first day of each month commencing with the first such date that is at least six (6) months after the effective date of the termination or resignation of the Executive’s employment and continuing for 119 successive months thereafter. This payment schedule is intended to comply with the requirements of Section 409A of the Internal Revenue Code and shall be interpreted consistently therewith.

B.          The Executive may designate in writing (only on a form provided by the Bank and delivered by the Executive to the Bank before Executive’s death) primary and contingent beneficiaries to receive the balance of any payment under Section 1A that are not made prior to the Executive’s death and the proportions in which such beneficiaries are to receive such payment. The total amount of the balance of such payment shall be paid to such beneficiaries in a single unreduced lump sum payment made within ninety (90) days following the Executive’s death. The Executive may change beneficiary designations from time to time by completing and delivering additional such forms to the Bank. The last written beneficiary designation delivered by the Executive to the Bank prior to the Executive’s death will control. If the Executive fails to designate a beneficiary in such manner, or if no designated beneficiary survives the Executive, then Executive’s payment balance shall be paid to the Executive’s estate in an unreduced lump sum payment within ninety (90) days following the Executive’s death.

EXCERPTS ON THIS PAGE:

8-K (5 sections)
Mar 21, 2006
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