By CNB. CNB agrees that, in the event this Agreement is terminated for any reason and the Merger is not consummated, it will indemnify, hold harmless and defend MFC and its officers, directors, attorneys, financial advisors and consultants from and against any and all claims, disputes, demands, causes of action, suits or proceedings of any third party (including any Regulatory Authority), together with all losses, damages, liabilities, obligations, costs and expenses of every kind and nature in connection therewith (including without limitation reasonable attorneys' fees and legal costs and expenses in connection therewith), whether known or unknown, and whether now existing or hereafter arising, which may be threatened against, incurred, undertaken, received or paid by MFC:
By CNB without Cause in which case CNB shall pay to Employee as Employee's sole remedy hereunder an amount equal to six (6) months of Employee's existing base salary plus medical, hospitalization and term life insurance; or
By CNB without Cause following a Change of Control (as hereinafter defined) of CNB in which case CNB shall pay to Employee as Employee's sole remedy hereunder an amount equal to one (1) year of existing base salary. "Change of Control" of CNB means 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 the 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, of 50% or more of the outstanding shares of common stock of CNB Holdings, Inc.
