CASH 2018 Special Proxy Statement

“ Change of Control Payment ” means any amount payable pursuant to any employment, change in control, salary continuation, deferred compensation, non-competition, retention, bonus or other similar agreement, plan or arrangement of Company or any of its Subsidiaries, whether due and payable as a result of the execution of this agreement or the performance and consummation of the transactions contemplated hereby, or due and payable by Buyer after the Closing in connection with other events. “ Claim ” has the meaning set forth in Section 5.11(a). “ Closing ” and “ Closing Date ” have the meanings set forth in Section 1.05(b). “ Closing Date Share Certification ” means the certificate, delivered by an officer of Company on behalf of Company at the Closing, certifying the number of Company Common Shares (including Company Common Shares subject to outstanding Company Options) and Company Preferred Shares issued and outstanding immediately prior to the Effective Time. “ COBRA ” has the meaning set forth in Section 3.16(h). “ Code ” has the meaning set forth in the recitals to this Agreement. “ Community Reinvestment Act ” means the Community Reinvestment Act of 1977, as amended. “ Company ” has the meaning set forth in the preamble to this Agreement. “ Company Audited Financial Statements ” has the meaning set forth in Section 3.08(a). “ Company Bank ” has the meaning set forth in the preamble to this Agreement. “ Company Bank Shareholder Approval ” has the meaning set forth in Section 5.25. “ Company Benefit Plan ” means each written and unwritten employee benefit plan, scheme, program, policy, practice, arrangement and contract (including, but not limited to, any “employee benefit plan”, as defined in Section 3(3) of ERISA, whether or not subject to ERISA, and any bonus, deferred compensation, bonus, commission, share purchase, restricted shares, option or other equity-based arrangement, and any employment, termination, retention, bonus, vacation, pension, profit-sharing, phantom equity, retention, incentive, medical, dental, or other health or welfare benefit plan, contract, arrangement or policy, any life insurance, flexible spending account, cafeteria, holiday, disability plan, contract, arrangement or policy, or any other employee or service provider compensation or benefit or fringe benefit plan, scheme, program, policy, practice, arrangement or contract, change in control or severance plan, program, policy, practice, arrangement or contract) for the benefit of any current or former officer, employee, beneficiary, director, independent contractor or like person of Company or any Company Plan Affiliates that is maintained or contributed to by Company or any Company Plan Affiliates, or with respect to which any of them has or could incur any liability under the Code or ERISA or any other applicable Law or similar non-U.S. Law. “ Company Board ” means the Board of Directors of Company. “ Company Common Share ” or “ Company Common Shares ” means a share or shares of common equity, no par value per share, of Company. “ Company Confidentiality Agreement ” has the meaning set forth in Section 5.20. “ Company Equity Plans ” means all equity plans or arrangements of Company or any Subsidiary, including the Crestmark Employee Stock Ownership Plan and the Crestmark Stock Option Plan, and any sub-plans adopted thereunder, each as amended to date. A-64