(B) individuals who first became members of the Companys Board of Directors after the Initial Effective Date either:
(1) upon election to serve as a member of the Companys Board of Directors by the affirmative vote of three-quarters of the members of such Board, or of a nominating committee thereof, in office at the time of such first election; or
(2) upon election by the shareholders of the Company to serve as a member of the Companys Board of Directors, but only if nominated for election by the affirmative vote of three-quarters of the members of such Board, or of a nominating committee thereof, in office at the time of such first nomination; provided that such individuals election or nomination did not result from an actual or threatened election contest or other actual or threatened solicitation of proxies or consents other than by or on behalf of the Companys Board of Directors; or
(v) any event which would be described in Section 1(c)(i), (ii), (iii) or (iv) if the term Bank were substituted for the term Company therein and the term Banks Board of Directors were substituted for the term Companys Board of Directors therein. In no event, however, shall a Change in Control be deemed to have occurred as a result of any acquisition of securities or assets of the Company, the Bank or a subsidiary of either of them, by the Company, the Bank, any subsidiary of either of them, or by any employee benefit plan maintained by any of them. For purposes of this Section 1(c), the term person shall include the meaning assigned to it under Sections 13(d)(3) or 14(d)(2) of the Exchange Act.
(d) Code. Code shall mean the Internal Revenue Code of 1986.
(e) Date of Termination. Date of Termination shall mean (i) if the Executives employment is terminated for Cause, the date on which the Notice of Termination is given, and (ii) if the Executives employment is terminated for any other reason, the date specified in the Notice of Termination.
(f) Disability. Termination by the Employers of the Executives employment based on Disability shall mean termination because of any physical or mental impairment which qualifies the Executive for disability benefits under the applicable long-term disability plan maintained by the Employers or any subsidiary or, if no such plan applies, which would qualify the Executive for disability benefits under the Federal Social Security System.
(g) Good Reason. Termination by the Executive of the Executives employment for Good Reason shall mean termination by the Executive following a Change in Control based on:
(i) Without the Executives express written consent, the assignment by the Company or the Bank to the Executive of any duties which are materially inconsistent with the Executives positions, duties, responsibilities and status with the Employers immediately prior to a Change in Control, or a material change in the Executives reporting responsibilities, titles or offices as an officer and employee and as in effect immediately prior to such a Change in Control, or any removal of the Executive from or any failure to re-elect the Executive to any of such responsibilities, titles or offices, except in connection with the termination of the Executives employment for Cause, Disability or Retirement or as a result of the Executives death or by the Executive other than for Good Reason;