Common use of Participation in Retirement and Employee Benefit Plans; Fringe Benefits Clause in Contracts

Participation in Retirement and Employee Benefit Plans; Fringe Benefits. The Officer shall be entitled to participate in any plan relating to deferred compensation, stock options, stock purchases, pension, thrift, profit sharing, group life insurance, medical coverage, disability coverage, education, bank owned life insurance (“BOLI”), supplemental retirement plan (“SERP”) or other retirement or employee benefits that the Bank or ACB has adopted, or may, from time to time adopt, for the benefit of its subsidiaries’ executive employees and for employees generally, subject to the eligibility rules of such plans, and as authorized by the Directors. The Officer shall also be entitled to participate in any other fringe benefits which are now or may be or become applicable to the Bank’s or ACB’s executive employees, including the payment of reasonable expenses for attending annual and periodic meetings of trade associations, and any other benefits which are commensurate with the duties and responsibilities to be performed by the Officer under this Agreement. Additionally, the Officer shall be entitled to such vacation and sick leave as shall be established under uniform employee policies promulgated for ACB and its subsidiaries. The Bank shall reimburse the Officer for all out-of-pocket reasonable and necessary business expenses which the Officer may incur in connection with his services on behalf of the Bank. During the term hereof, the Bank shall also pay the expenses of the Officer’s existing term life insurance policy in the amount of $250,000 with proceeds payable to a beneficiary of his choosing. On the date hereof, Officer shall be granted options to purchase 10,000 shares of ACB’s common stock pursuant to the provisions of ACB’s Incentive Stock Option Plan (“Plan”). Officer shall be permitted, as President and CEO of the Bank, to direct the grant through the appropriate committee of ACB of 5,000 additional options under ACB’s Plan to other key employees of the Bank. Officer shall be permitted the use of a late model automobile with all business related expenses paid by the Bank and shall be reimbursed for dues payable to a country club and a civic club of which he is a member as of the date of this Agreement.

Participation in Retirement and Employee Benefit Plans; Fringe Benefits. (a) The Bank shall provide family medical coverage and disability insurance for the Officer and the Officer shall also be entitled to participate in any plan relating to deferred compensation, stock options, stock purchases, pension, thrift, profit sharing, group life insurance, medical coverage, disability coverage, education, bank owned life insurance (“BOLI”), supplemental retirement plan (“SERP”) or other retirement or employee benefits that the Bank or ACB has adopted, or may, from time to time adopt, for the benefit of its subsidiaries’ executive employees and or for employees generally, subject to the eligibility rules of such plans, and as authorized by the Directors. . (b) The Officer shall also be entitled to participate in any other fringe benefits which are now or may be or become applicable to the Bank’s or ACB’s executive employees, including the payment of reasonable expenses for attending annual and periodic meetings of trade associations, and any other benefits which are commensurate with the duties and responsibilities to be performed by the Officer under this Agreement. Additionally, the Officer shall be entitled to such vacation and sick leave as shall be established under uniform employee policies promulgated for ACB and its subsidiariesby the Bank. The Bank shall reimburse the Officer for all out-of-pocket reasonable and necessary business expenses which the Officer may incur in connection with his the Officer’s services on behalf of the Bank. During the term hereof, the . (c) The Bank shall also pay the expenses of the Officer for membership in a country club in the market area of the Bank at the Officer’s existing term life insurance policy election and dues for membership in civic clubs. The Bank shall also provide the amount of $250,000 Officer with proceeds payable to a beneficiary of his choosing. On the date hereof, Officer shall be granted options to purchase 10,000 shares of ACB’s common stock pursuant to the provisions of ACB’s Incentive Stock Option Plan (“Plan”). Officer shall be permitted, as President and CEO of the Bank, to direct the grant through the appropriate committee of ACB of 5,000 additional options under ACB’s Plan to other key employees of the Bank. Officer shall be permitted the use of a late model automobile with all business related expenses paid suitable to the status of the Officer of a type and for lease terms to be approved by the Committee. (d) After Officer’s employment with the Bank is terminated for any reason other than Cause (as defined in Paragraph 8), the Bank shall continue to provide medical insurance coverage to the Officer and shall be reimbursed Officer’s spouse for dues payable to a country club and a civic club the lifetime of which he is a member each, either, in the Bank’s discretion, as part of the Bank’s group medical insurance plan for active employees or through individual medical insurance policies. Notwithstanding the foregoing, as of the first date that (i) the Officer is no longer employed by the Company and (ii) the Officer and Officer’s spouse, respectively, have attained sixty-five (65) years of age, the Bank shall be obligated only to provide such individual with supplemental Medicare health insurance in order to meet its obligations under this AgreementParagraph 4(d). The Bank shall be responsible for paying directly all of the premiums required to meet its obligations under this Paragraph 4(d).

Participation in Retirement and Employee Benefit Plans; Fringe Benefits. (a) The Bank shall provide family medical coverage and disability insurance for the Officer and the Officer shall also be entitled to participate in any plan relating to deferred compensation, stock options, stock purchases, pension, thrift, profit sharing, group life insurance, medical coverage, disability coverage, education, bank owned life insurance (“BOLI”), supplemental retirement plan (“SERP”) or other retirement or employee benefits that the Bank or ACB has adopted, or may, from time to time adopt, for the benefit of its subsidiaries’ executive employees and or for employees generally, subject to the eligibility rules of such plans, and as authorized by the Directors. . (b) The Officer shall also be entitled to participate in any other fringe benefits which are now or may be or become applicable to the Bank’s or ACB’s executive employees, including the payment of reasonable expenses for attending annual and periodic meetings of trade associations, and any other benefits which are commensurate with the duties and responsibilities to be performed by the Officer under this Agreement. Additionally, the Officer shall be entitled to such vacation and sick leave as shall be established under uniform employee policies promulgated for ACB and its subsidiariesby the Bank. The Bank shall reimburse the Officer for all out-of-pocket reasonable and necessary business expenses which the Officer may incur in connection with his the Officer’s services on behalf of the Bank. During the term hereof, the . (c) The Bank shall also pay the expenses of the Officer for membership in two country clubs in the market area of the Bank at the Officer’s existing term life insurance policy election and dues for membership in civic clubs. The Bank shall also provide the amount of $250,000 Officer with proceeds payable to a beneficiary of his choosing. On the date hereof, Officer shall be granted options to purchase 10,000 shares of ACB’s common stock pursuant to the provisions of ACB’s Incentive Stock Option Plan (“Plan”). Officer shall be permitted, as President and CEO of the Bank, to direct the grant through the appropriate committee of ACB of 5,000 additional options under ACB’s Plan to other key employees of the Bank. Officer shall be permitted the use of a late model automobile with all business related expenses paid suitable to the status of the Officer of a type and for lease terms to be approved by the Committee. (d) After Officer’s employment with the Bank is terminated for any reason other than Cause (as defined in Paragraph 8), the Bank shall continue to provide medical insurance coverage to the Officer and shall be reimbursed Officer’s spouse for dues payable to a country club and a civic club the lifetime of which he is a member each, either, in the Bank’s discretion, as part of the Bank’s group medical insurance plan for active employees or through individual medical insurance policies. Notwithstanding the foregoing, as of the first date that (i) the Officer is no longer employed by the Company and (ii) the Officer and Officer’s spouse, respectively, have attained sixty-five (65) years of age, the Bank shall be obligated only to provide such individual with supplemental Medicare health insurance in order to meet its obligations under this AgreementParagraph 4(d). The Bank shall be responsible for paying directly all of the premiums required to meet its obligations under this Paragraph 4(d).

Participation in Retirement and Employee Benefit Plans; Fringe Benefits. (a) The Officer shall be entitled to participate in any plan relating to deferred compensation, stock options, stock purchases, pension, thrift, profit sharing, group life insurance, medical coverage, disability coverage, education, bank owned life insurance (“BOLI”), supplemental retirement plan (“SERP”) or other retirement or employee benefits that the Bank or ACB Employer has adopted, or may, may from time to time adopt, for the benefit of its subsidiaries’ executive employees and or for employees generally, subject to the eligibility rules of such plansplans and with the exception of medical coverage and group life insurance. (b) The Employer shall pay the expenses of the Officer for membership and dues in one country club and in one civic club in Durham, and as authorized by provided that the Directors. Officer shall be responsible for all personal expenses for use of these clubs. (c) The Officer shall also be entitled to participate in any other fringe benefits which are now or may be or become applicable to the Bank’s or ACBEmployer’s executive employees, including the payment of reasonable expenses for attending annual and periodic meetings of trade associationscontinuing education to maintain professional designations, and any other benefits which are commensurate with the duties and responsibilities to be performed by the Officer under this Agreement. Additionally, the Officer shall be entitled to such vacation and sick leave as shall be established under uniform employee policies promulgated for ACB and its subsidiariesby the Board, provided that the Officer shall be entitled to at least four weeks of paid vacation per year. The Bank Employer shall reimburse the Officer for all out-of-pocket reasonable and necessary business expenses which the Officer may incur in connection with his services on behalf of the BankEmployer. During The Employer shall reimburse the term hereof, the Bank shall also pay the Officer for such expenses within 30 days of the Officer’s existing term life insurance policy in notice to Employer of such expense. (d) The Employer shall provide for reasonable expenses associated with the amount ownership of $250,000 with proceeds payable the automobile used by the Officer as of the Merger Effective Date, including, but not limited to a beneficiary of his choosing. On insurance, taxes, and maintenance; provided that the date hereof, Officer shall be granted options to purchase 10,000 shares responsible for fuel expenses incurred with his personal use of ACBthe automobile. The Employer shall reimburse the Officer for such expenses within 30 days of the Officer’s common stock pursuant notice to the provisions Employer of ACB’s Incentive Stock Option Plan (“Plan”)such expense. Upon mutual agreement between the Officer and the Employer that this automobile should be replaced, the Employer shall be permitted, as President and CEO of the Bank, to direct the grant through the appropriate committee of ACB of 5,000 additional options under ACB’s Plan to other key employees of the Bank. Officer shall be permitted the use of provide a late model automobile with all business related expenses paid as determined by the Bank and shall be reimbursed President for dues payable to a country club and a civic club of which he is a member as use by employees of the date Cardinal State Bank division of this Agreementthe Employer, such use to be determined by or under the direction of the Officer. The Employer shall provide for reasonable expenses associated with the ownership of such automobile, including, but not limited to insurance, taxes, and maintenance; provided that Employer shall not be responsible for fuel expenses incurred with any personal use of the automobile.

Participation in Retirement and Employee Benefit Plans; Fringe Benefits. The Officer Subject to the terms and conditions of this Agreement, Xxxx shall be entitled to participate in any plan relating to deferred compensation, stock options, stock purchases, pension, thrift, profit sharing, group life insurance, medical coverage, disability coverage, education, bank owned life insurance (“BOLI”), supplemental retirement plan (“SERP”) or other retirement or and all employee benefits that the Bank or ACB has adopted, or may, benefit programs and compensation plans from time to time adoptmaintained by the Bank and available to all employees of the Bank, all in accordance with the terms and conditions (including eligibility requirements) of such programs and plans of the Bank, resolutions of the Bank’s Board of Directors establishing such programs and plans, and the Bank’s normal practices and established policies regarding such programs and plans. In addition to the other compensation and benefits described in this Agreement, the Bank shall : (i) Provide Xxxx with five weeks of paid vacation leave notwithstanding the policy for the Bank for all other employees. However, during the first three years of the term of this Agreement, Xxxx agrees that he will only take two weeks of actual vacation leave and will be compensated, in cash, for the benefit remaining three weeks of its subsidiaries’ executive employees and for employees generally, subject vacation leave. Such cash compensation shall be in addition to the eligibility rules cash compensation set forth in Paragraph 2 hereof. Additional leave may be taken with the approval of the Chairman or the Executive Committee. (ii) The Bank shall assume payment of Xxxx’x civic club and country club dues provided that Xxxx shall be responsible for all personal expenses for use of such plansclubs; (iii) The Bank shall reimburse Xxxx for all reasonable expenses incurred by him in the performance of his duties under this Agreement and documented to the reasonable satisfaction of the Bank pursuant to established policies; (iv) The Bank shall provide to Xxxx and his spouse major medical insurance coverage, including health, term life ($500,000 coverage for Xxxx), disability, and dental, at no cost to Xxxx or his spouse which will be under policies at least equivalent to the insurance coverage generally provided to active full-time employees of the Bank from time to time. Such major medical insurance coverage for Xxxx and his spouse remain in effect for the remainder of their natural lives; (v) The Bank shall provide Xxxx, for his personal and business use, with a late model automobile as authorized determined by the DirectorsExecutive Committee or with a car allowance, in the discretion of Xxxx. The Officer automobile shall also be entitled to participate in any other fringe benefits replaced every two years by another automobile, the costs of which are now or may shall be or become applicable to the Bank’s or ACB’s executive employees, including the payment of reasonable expenses for attending annual and periodic meetings of trade associations, and any other benefits which are commensurate with the duties and responsibilities to be performed assumed by the Officer under this Agreement. Additionally, the Officer shall be entitled to such vacation and sick leave Bank as shall be established under uniform employee policies promulgated for ACB and its subsidiariesprovided herein. The Bank shall reimburse assume the Officer costs associated with ownership of such automobile, including, but not limited to, taxes, insurance, and maintenance, provided, however, that Xxxx shall be responsible for all out-of-pocket reasonable and necessary business fuel expenses which the Officer may incur in connection incurred with his services on behalf personal use of the Bank. During the term hereof, the automobile; and (vi) The Bank shall also pay grant to Xxxx options under the expenses of the OfficerBank’s existing term life insurance policy in the amount of $250,000 with proceeds payable to a beneficiary of his choosing. On the date hereof, Officer shall be granted options to purchase 10,000 shares of ACB’s common stock pursuant to the provisions of ACB’s 2000 Incentive Stock Option Plan equal to forty percent (“Plan”). Officer shall be permitted, as President and CEO 40%) of the Bank, to direct the grant through the appropriate committee of ACB of 5,000 additional options reserved for allocation under ACB’s Plan to other key employees of the Bank. Officer shall be permitted the use of a late model automobile with all business related expenses paid by the Bank and shall be reimbursed for dues payable to a country club and a civic club of which he is a member as of the date of this Agreementsuch Plan.

Participation in Retirement and Employee Benefit Plans; Fringe Benefits. The Officer Subject to the terms and conditions of this Agreement, Employee shall be entitled to participate in any plan relating to deferred compensation, stock options, stock purchases, pension, thrift, profit sharing, group life insurance, medical coverage, disability coverage, education, bank owned life insurance (“BOLI”), supplemental retirement plan (“SERP”) or other retirement or and all employee benefits that the Bank or ACB has adopted, or may, benefit programs and compensation plans from time to time adoptmaintained by the Bank and available to other similarly-situated employees of the Bank, for all in accordance with the terms and conditions (including eligibility requirements) of such programs and plans of the Bank, resolutions of the Bank’s Board of Directors establishing such programs and plans, and the Bank’s normal practices and established policies regarding such programs and plans. Employee acknowledges and agrees that the Bank has the unilateral right to amend, modify or terminate its employee benefit of its subsidiaries’ executive employees and for employees generallyplans or policies at any time during the Term, with or without prior notice, subject to applicable law. In addition to the eligibility rules of such plansother compensation and benefits described in this Agreement, and subject to this Paragraph 3, the Bank shall: (i) Permit Employee to take and accrue twenty-five days of paid vacation leave per year (and not such other amount of vacation leave as authorized provided for by the Directors. The Officer shall also be entitled to participate in any Bank’s policy for all other fringe benefits which are now or may be or become applicable employees) pursuant to the Bank’s vacation policies and procedures as they may be instituted from time to time. Such vacation leave shall be in addition to federal banking holidays, which shall be paid holidays. Such vacation leave will accrue in accordance with the Bank’s vacation policies and procedures, or ACBmonthly in the absence of any policies. Any payout of or roll over from one calendar year to the next of accrued, unused vacation leave will be in accordance with the Bank’s executive employees, including the payment of then current vacation policies and procedures; (ii) Reimburse Employee for all reasonable expenses for attending annual incurred by him in the performance of his duties under this Agreement and periodic meetings documented to the reasonable satisfaction of trade associationsthe Bank pursuant to established policies; (iii) Subject to applicable eligibility requirements and to availability under the Bank’s group health insurance policy, provide Employee and any other benefits which are commensurate Employee’s spouse with major medical insurance coverage under a policy at least equivalent to the duties and responsibilities major medical insurance coverage, if any, generally provided to active full-time employees of the Bank from time to time, such insurance coverage to be performed by the Officer under this Agreement. Additionally, the Officer shall be entitled to such vacation and sick leave as shall be established under uniform employee policies promulgated for ACB and its subsidiaries. The Bank shall reimburse the Officer for all outprovided until Employee reaches age sixty-of-pocket reasonable and necessary business expenses which the Officer may incur in connection five; (iv) Provide Employee with his services on behalf of the Bank. During the term hereof, the Bank shall also pay the expenses of the Officer’s existing term life insurance policy a car allowance in the amount of Seven Hundred Fifty and 00/100 Dollars ($250,000 750) per month. Employee shall be responsible for taxes, insurance and maintenance and fuel expenses incurred with proceeds payable regard to the automobile; (v) Reimburse Employee for or pay Employee’s country club or civic club dues at a beneficiary single club, provided that Employee shall be responsible for all personal expenses and incidental expenses incurred for use of his choosing. On such club; (vi) Permit Employee to participate in incentive or bonus compensation plans existing on the date hereof, Officer shall be granted options of this Agreement or adopted by the Bank during the Term of this Agreement and available to purchase 10,000 shares of ACB’s common stock pursuant to the provisions of ACB’s Incentive Stock Option Plan (“Plan”). Officer shall be permitted, as President and CEO of the Bank, to direct the grant through the appropriate committee of ACB of 5,000 additional options under ACB’s Plan to other key similarly-situated employees of the Bank. Officer shall The Bank’s incentive or bonus compensation programs and plans may be permitted amended or terminated at any time in the use discretion of a late model automobile with the Bank; (vii) Pay all business related expenses paid by the Bank and shall be reimbursed premiums for dues payable long-term disability insurance coverage for Employee that provides coverage for Employee at 60% of his then-current base salary, up to a country club maximum of $5,000 per month; and (viii) Permit Employee to participate (to the extent permissible under applicable laws and a civic club of which he is a member as regulations) in all savings, pension and retirement plans, policies and programs available to similarly-situated employees of the date of this AgreementBank. Without limiting the foregoing, such plans shall include the Bank’s 401(k) Savings Plan.

Participation in Retirement and Employee Benefit Plans; Fringe Benefits. (a) The Employer shall provide family medical coverage for the Officer and the Officer shall also be entitled to participate in any plan relating to deferred compensation, stock options, stock purchases, pension, thrift, profit sharing, group life insurance, medical coverage, disability coverage, education, bank owned life insurance (“BOLI”), supplemental retirement plan (“SERP”) or other retirement or employee benefits that the Bank or ACB Employer has adopted, or may, from time to time adopt, for the benefit of its subsidiaries’ executive employees and or for employees generally, subject to the eligibility rules of such plans. Any options or similar awards shall be issued to the Officer at an exercise price of not less than the stock's current fair market value (as determined in compliance with Treasury Regulation § 1.409A-1(b)(5)(iv)) as of the date of grant, and as authorized by the Directors. number of shares subject to such grant shall be fixed on the date of grant. (b) The Employer shall pay the expenses of the Officer for the memberships and dues for one country club and one civic club, if the Employee chooses to participate in a civic club. (c) The Officer shall also be entitled to participate in any other fringe benefits which are now or may be or become applicable to the Bank’s or ACB’s Employer's executive employees, including the payment of reasonable expenses for attending annual and periodic meetings of trade associationscontinuing education to maintain professional designations, and any other benefits which are commensurate with the duties and responsibilities to be performed by the Officer under this Agreement. Additionally, the Officer shall be entitled to such vacation and sick leave as shall be established under uniform employee policies promulgated for ACB and its subsidiariesby the Directors. The Bank Employer shall reimburse the Officer for all out-of-pocket reasonable and necessary business expenses which the Officer may incur in connection with his the Officer's services on behalf of the BankEmployer. During The Employer shall reimburse the term hereofOfficer for such expenses described in this Paragraph 4 within 60 days of Officer's incurring such expense. (d) The Employer shall provide the Officer with an automobile allowance equal to $750.00 per month, subject to increase at the Bank shall also pay the expenses discretion of the Officer’s existing term life insurance policy in the amount of $250,000 with proceeds payable to a beneficiary of his choosing. On the date hereofEmployer, Officer which shall be granted options to purchase 10,000 shares of ACB’s common stock pursuant to the provisions of ACB’s Incentive Stock Option Plan (“Plan”). Officer shall be permitted, as President and CEO of the Bank, to direct the grant through the appropriate committee of ACB of 5,000 additional options under ACB’s Plan to other key employees of the Bank. Officer shall be permitted the use of a late model automobile with all business related expenses paid by the Bank payable no less frequently than monthly and shall be reimbursed used by the Officer in his discretion for dues payable the lease or purchase of an automobile in a make and model appropriate to a country club the Officer's status. The Employer shall reimburse the Officer for all reasonable expenses, including insurance coverage and a civic club gasoline, incurred by the Officer in connection with the operation and maintenance of which he is a member as of such automobile. The monthly allowance and expense reimbursements shall be paid in accordance with the date of this AgreementEmployer's standard payroll practices.

Participation in Retirement and Employee Benefit Plans; Fringe Benefits. (a) The Employer shall provide family medical and dental coverage and disability insurance for the Officer and the Officer shall also be entitled to participate in any plan relating to deferred compensation, stock options, stock purchases, pension, thrift, profit sharing, group life insurance, medical coverage, disability coverage, education, bank owned life insurance (“BOLI”), supplemental retirement plan (“SERP”) or other retirement or employee benefits that the Bank or ACB Employer has adopted, or may, from time to time adopt, for the benefit of its subsidiaries’ executive employees and or for employees generally, subject to the eligibility rules of such plans. Any options or similar awards shall be issued to the Officer at an exercise price of not less than the stock’s current fair market value (as determined in compliance with Treasury Regulation § 1.409A-1(b)(5)(iv)) as of the date of grant, and as authorized the number of shares subject to such grant shall be fixed on the date of grant. (b) The Employer shall provide the Officer with the use of a late model automobile suitable to the status of the chief executive officer of the Employer of a type and for lease terms to be approved the Executive Committee of the Employer. The Employer shall pay for all reasonable expenses, including, but not limited to, insurance coverage and gasoline, by the DirectorsOfficer in connection with the operation and maintenance of such automobile. Replacement of the automobile shall be made only with the approval of the Directors and in accordance with the policies of the Bank in effect from time to time relating to the replacement of automobiles. (c) The Officer shall be insured by the Employer under a term insurance policy providing a death benefit of up to $250,000 with such members of the Officer’s family named as beneficiaries as the Officer may determine. (d) The Employer shall pay the expenses of the Officer for membership and dues in the Statesville Country Club and The Point Country Club, in one civic club, and for a family membership in a health facility. (e) The Officer shall also be entitled to participate in any other fringe benefits which are now or may be or become applicable to the Bank’s or ACBEmployer’s executive employees, including the payment of reasonable expenses for attending annual and periodic meetings of trade associations, and any other benefits which are commensurate with the duties and responsibilities to be performed by the Officer under this Agreement. Additionally, the Officer shall be entitled to such vacation and sick leave as shall be established under uniform employee policies promulgated for ACB and its subsidiariesby the Directors. The Bank Employer shall reimburse the Officer for all out-of-pocket reasonable and necessary business expenses which the Officer may incur in connection with his the Officer’s services on behalf of the BankEmployer. During The Employer shall reimburse the term hereof, the Bank shall also pay the Officer for such expenses described in this Paragraph 4 within 60 days of the Officer’s existing term life insurance policy in the amount of $250,000 with proceeds payable to a beneficiary of his choosing. On the date hereof, Officer shall be granted options to purchase 10,000 shares of ACB’s common stock pursuant to the provisions of ACB’s Incentive Stock Option Plan (“Plan”). Officer shall be permitted, as President and CEO of the Bank, to direct the grant through the appropriate committee of ACB of 5,000 additional options under ACB’s Plan to other key employees of the Bank. Officer shall be permitted the use of a late model automobile with all business related expenses paid by the Bank and shall be reimbursed for dues payable to a country club and a civic club of which he is a member as of the date of this Agreementincurring such expense.

Participation in Retirement and Employee Benefit Plans; Fringe Benefits. The Officer Subject to the terms and conditions of this Agreement, Employee shall be entitled to participate in any plan relating to deferred compensation, stock options, stock purchases, pension, thrift, profit sharing, group life insurance, medical coverage, disability coverage, education, bank owned life insurance (“BOLI”), supplemental retirement plan (“SERP”) or other retirement or and all employee benefits that the Bank or ACB has adopted, or may, benefit programs and compensation plans from time to time adoptmaintained by the Bank and available to all employees of the Bank, for all in accordance with the benefit of its subsidiaries’ executive employees terms and for employees generally, subject to the conditions (including eligibility rules requirements) of such programs and plans of the Bank, resolutions of the Bank’s Board of Directors establishing such programs and plans, and the Bank’s normal practices and established policies regarding such programs and plans. In addition to the other compensation and benefits described in this Agreement, the Bank shall: (i) Provide Employee with five (5) weeks of paid vacation leave per year and ten (10) days of paid sick leave per year, notwithstanding the policy of the Bank for all other employees. Such vacation leave and sick leave shall be in addition to federal banking holidays, which shall be paid holidays; (ii) Reimburse Employee for the following relocation expenses incurred by him and documented to the reasonable satisfaction of the Bank: (1) moving expenses; (2) realtor’s commissions for the sale of his current primary residence; (3) closing costs associated with his purchase of a new primary residence; and (4) rental payments associated with his transitional residence; (iii) Reimburse Employee for all reasonable expenses incurred by him in the performance of his duties under this Agreement and documented to the reasonable satisfaction of the Bank pursuant to established policies; (iv) Pay expenses associated with Employee’s membership in one (1) country club, including initiation fees and monthly dues not to exceed $7,500 per year, provided that Employee shall be responsible for all personal expenses for use of such club; (v) Provide Employee major medical insurance coverage under a policy at least equivalent to the major medical insurance coverage generally provided to active full-time employees of the Bank from time to time and which shall include, at a minimum, payment of 100% of Employee’s portion of the Bank’s PPO 80/20 Plan and 50% of Employee’s portion of dental insurance coverage (if elected); (vi) Provide Employee with life insurance coverage, which coverage shall be in an amount equal to at least twice Employee’s annual base salary; (vii) Within thirty (30) days of commencement of Employee’s employment hereunder, grant incentive stock options to Employee under the Company’s 2000 Incentive Stock Option Plan to purchase 3,000 shares of common stock as authorized under said Plan, which options shall be subject to a three-year vesting schedule and grant incentive stock options to Employee under the Company’s 2004 Incentive Stock Option Plan to purchase 7,000 shares of common stock as authorized under said Plan, which options shall be subject to a five-year vesting schedule. All such options shall have an exercise price equal to the fair market value of the Company’s common stock on the date of grant; (viii) Permit Employee to participate in incentive or bonus compensation plans existing on the date of this Agreement or adopted by the DirectorsBank during the term of this Agreement; (ix) Permit Employee to participate (to the extent permissible under applicable laws and regulations) in all savings, pension and retirement plans, policies and programs applicable generally to all employees of the Bank. The Officer Without limiting the foregoing, such plans shall also include the Bank’s 401(k) Savings Plan; (x) Provide Employee with a car allowance in the amount of One Thousand and 00/100 Dollars ($1,000.00) per month. Employee shall be entitled responsible for taxes, insurance and maintenance and fuel expenses incurred with regard to the automobile; and (xi) Permit Employee to participate in any other fringe benefits which are now now, or may be or become hereafter become, applicable to the Bank’s or ACB’s other executive employees, including the payment of reasonable expenses for attending annual and periodic meetings of trade associations, and any other benefits which are commensurate with the duties and responsibilities to be performed by the Officer under this Agreement. Additionally, the Officer shall be entitled to such vacation and sick leave as shall be established under uniform employee policies promulgated for ACB and its subsidiaries. The Bank shall reimburse the Officer for all out-of-pocket reasonable and necessary business expenses which the Officer may incur in connection with his services on behalf of the Bank. During the term hereof, the Bank shall also pay the expenses of the Officer’s existing term life insurance policy in the amount of $250,000 with proceeds payable to a beneficiary of his choosing. On the date hereof, Officer shall be granted options to purchase 10,000 shares of ACB’s common stock pursuant to the provisions of ACB’s Incentive Stock Option Plan (“Plan”). Officer shall be permitted, as President and CEO of the Bank, to direct the grant through the appropriate committee of ACB of 5,000 additional options under ACB’s Plan to other key employees of the Bank. Officer shall be permitted the use of a late model automobile with all business related expenses paid by the Bank and shall be reimbursed for dues payable to a country club and a civic club of which he is a member as of the date of this Agreementofficers.

Participation in Retirement and Employee Benefit Plans; Fringe Benefits. The Subject to the terms and conditions of this Agreement, Officer shall be entitled to participate in any plan relating to deferred compensation, stock options, stock purchases, pension, thrift, profit sharing, group life insurance, medical coverage, disability coverage, education, bank owned life insurance (“BOLI”), supplemental retirement plan (“SERP”) or other retirement or and all employee benefits that the Bank or ACB has adopted, or may, benefit programs and compensation plans from time to time adopt, for the benefit of its subsidiaries’ maintained by Employer and available to all other executive employees of Employer including but not limited to incentive and for employees generallyother stock options and grants, subject to all in accordance with the terms and conditions (including eligibility rules requirements) of such programs and plans of Employer as applicable, resolutions of the Company’s or the Banks’ Boards of Directors establishing such programs and plans, and as authorized by the DirectorsEmployer’s normal practices and established policies regarding such programs and plans. The Officer shall also be entitled to participate in any other fringe benefits which are now or may be or become applicable In addition to the Bank’s or ACB’s executive other compensation and benefits described in this Agreement, Employer shall: (i) Provide Officer with five (5) weeks of paid vacation leave notwithstanding the policy for all other employees, including the . (ii) Assume payment of reasonable expenses for attending annual and periodic meetings of trade associationsdues to Highland Country Club in an amount not to exceed $303 per month, and any other benefits which are commensurate with the duties and responsibilities to be performed by the Officer under this Agreement. Additionally, the provided that Officer shall be entitled to responsible for all personal expenses for use of such vacation club. (iii) Provide Officer with a car allowance in the amount of One Thousand and sick leave as 00/100 Dollars ($1,000) per month. Officer shall be established under uniform employee policies promulgated responsible for ACB taxes, insurance and its subsidiaries. The Bank shall reimburse maintenance and fuel expenses incurred with regard to the automobile. (iv) Reimburse Officer for all out-of-pocket his reasonable and necessary business expenses which the Officer may incur incurred in connection with his services to Employer hereunder; provided that Officer incurs and submits such expenses in accordance with the Employer’s policy on behalf of business expense reimbursement. (v) Pay the Bank. During the term hereofmonthly premium for medical insurance for Officer and his family and, the Bank shall also pay the expenses of the Officer’s existing term life insurance policy in the amount of $250,000 with proceeds payable if and when offered to a beneficiary of his choosing. On the date hereof, Officer shall be granted options to purchase 10,000 shares of ACB’s common stock pursuant to the provisions of ACB’s Incentive Stock Option Plan (“Plan”). Officer shall be permitted, as President and CEO of the Bank, to direct the grant through the appropriate committee of ACB of 5,000 additional options under ACB’s Plan to other key employees of the Bank. Company, dental and eyecare insurance for Officer shall be permitted and his family. (vi) Pay all monthly premiums for short- and long-term disability insurance policies for Officer that compensate Officer at 100% of his then-current base salary, provided further that Employer agrees and acknowledges that if Employer’s short- and long-term disability policies for employees do not provide for coverage equal to at least 100% of Officer’s base salary, Employer will purchase one or more individual policies for Officer’s benefit to provide for such coverage. (vii) Pay the use monthly premium for medical insurance coverage for Officer and his spouse upon Officer’s retirement from employment with Employer on or after Officer’s attainment of a late model automobile with all business related expenses paid by the Bank and shall be reimbursed for dues payable to a country club and a civic club of which he is a member as of the date of this Agreementage sixty-five (65).

Participation in Retirement and Employee Benefit Plans; Fringe Benefits. (a) The Bank shall provide family medical and dental coverage and disability insurance for the Officer and the Officer shall also be entitled to participate in any plan relating to deferred compensation, stock options, stock purchases, pension, thrift, profit sharing, group life insurance, medical coverage, disability coverage, education, bank owned life insurance (“BOLI”), supplemental retirement plan (“SERP”) or other retirement or employee benefits that the Bank or ACB has adopted, or may, from time to time adopt, for the benefit of its subsidiaries’ executive employees and or for employees generally, subject to the eligibility rules of such plans. (b) The Bank shall provide the Officer with the use of a late model automobile suitable to the status of the chief executive officer of the Bank of a type and for lease terms to be approved the Executive Committee of the Bank. The Bank shall pay for all reasonable expenses, including, but not limited to, insurance coverage and gasoline, by the Officer in connection with the operation and maintenance of such automobile. Replacement of the automobile shall be made only with the approval of the Board and in accordance with the policies of the Bank in effect from time to time relating to the replacement of automobiles. (c) The Officer shall be insured by the Bank under a term insurance policy providing a death benefit of up to $250,000 with such members of the Officer’s family named as beneficiaries as the Officer may determine. (d) The Bank shall pay the expenses of the Officer for membership and dues in the Statesville Country Club and The Point Country Club, in one civic club, and as authorized by the Directors. for a family membership in a health facility. (e) The Officer shall also be entitled to participate in any other fringe benefits which are now or may be or become applicable to the Bank’s or ACB’s executive employees, including the payment of reasonable expenses for attending annual and periodic meetings of trade associations, and any other benefits which are commensurate with the duties and responsibilities to be performed by the Officer under this Agreement. Additionally, the Officer shall be entitled to such vacation and sick leave as shall be established under uniform employee policies promulgated for ACB and its subsidiariesby the Directors. The Bank shall reimburse the Officer for all out-of-pocket reasonable and necessary business expenses which the Officer may incur in connection with his the Officer’s services on behalf of the Bank. During the term hereof, the Bank shall also pay the expenses of the Officer’s existing term life insurance policy in the amount of $250,000 with proceeds payable to a beneficiary of his choosing. On the date hereof, Officer shall be granted options to purchase 10,000 shares of ACB’s common stock pursuant to the provisions of ACB’s Incentive Stock Option Plan (“Plan”). Officer shall be permitted, as President and CEO of the Bank, to direct the grant through the appropriate committee of ACB of 5,000 additional options under ACB’s Plan to other key employees of the Bank. Officer shall be permitted the use of a late model automobile with all business related expenses paid by the Bank and shall be reimbursed for dues payable to a country club and a civic club of which he is a member as of the date of this Agreement.

Participation in Retirement and Employee Benefit Plans; Fringe Benefits. (a) The Employer shall provide family medical coverage for the Officer and the Officer shall also be entitled to participate in any plan relating to deferred compensation, stock options, stock purchases, pension, thrift, profit sharing, group life insurance, medical coverage, disability coverage, education, bank owned life insurance (“BOLI”), supplemental retirement plan (“SERP”) or other retirement or employee benefits that the Bank or ACB Employer has adopted, or may, from time to time adopt, for the benefit of its subsidiaries’ executive employees and or for employees generally, subject to the eligibility rules of such plans. Any options or similar awards shall be issued to the Officer at an exercise price of not less than the stock’s current fair market value (as determined in compliance with Treasury Regulation § 1.409A-1(b)(5)(iv)) as of the date of grant, and as authorized by the Directors. number of shares subject to such grant shall be fixed on the date of grant. (b) The Employer shall pay the expenses of the Officer for membership and dues in one country club and in one civic club in Statesville. (c) The Officer shall also be entitled to participate in any other fringe benefits which are now or may be or become applicable to the Bank’s or ACBEmployer’s executive employees, including the payment of reasonable expenses for attending annual and periodic meetings of trade associationscontinuing education to maintain professional designations, and any other benefits which are commensurate with the duties and responsibilities to be performed by the Officer under this Agreement. Additionally, the Officer shall be entitled to such vacation and sick leave as shall be established under uniform employee policies promulgated for ACB and its subsidiariesby the Directors. The Bank Employer shall reimburse the Officer for all out-of-pocket reasonable and necessary business expenses which the Officer may incur in connection with his the Officer’s services on behalf of the BankEmployer. During The Employer shall reimburse the term hereof, the Bank shall also pay the Officer for such expenses described in this Paragraph 4 within 60 days of the Officer’s existing term life insurance policy in the amount of $250,000 with proceeds payable to a beneficiary of his choosing. On the date hereof, Officer shall be granted options to purchase 10,000 shares of ACB’s common stock pursuant to the provisions of ACB’s Incentive Stock Option Plan (“Plan”). Officer shall be permitted, as President and CEO of the Bank, to direct the grant through the appropriate committee of ACB of 5,000 additional options under ACB’s Plan to other key employees of the Bank. Officer shall be permitted the use of a late model automobile with all business related expenses paid by the Bank and shall be reimbursed for dues payable to a country club and a civic club of which he is a member as of the date of this Agreementincurring such expense.

Participation in Retirement and Employee Benefit Plans; Fringe Benefits. The Officer Subject to the terms and conditions of this Agreement, Employee shall be entitled to participate in any plan relating to deferred compensation, stock options, stock purchases, pension, thrift, profit sharing, group life insurance, medical coverage, disability coverage, education, bank owned life insurance (“BOLI”), supplemental retirement plan (“SERP”) or other retirement or and all employee benefits that the Bank or ACB has adopted, or may, benefit programs and compensation plans from time to time adoptmaintained by the Bank and available to other similarly-situated employees of the Bank, for all in accordance with the terms and conditions (including eligibility requirements) of such programs and plans of the Bank, resolutions of the Bank’s Board of Directors establishing such programs and plans, and the Bank’s normal practices and established policies regarding such programs and plans. Employee acknowledges and agrees that the Bank has the unilateral right to amend, modify or terminate its employee benefit of its subsidiaries’ executive employees and for employees generallyplans or policies at any time during the Term, with or without prior notice, subject to applicable law. In addition to the eligibility rules of such plansother compensation and benefits described in this Agreement, and subject to this Paragraph 3, the Bank shall: (i) Permit Employee to take and accrue twenty days of paid vacation leave per year (and not such other amount of vacation leave as authorized provided for by the Directors. The Officer shall also be entitled to participate in any Bank’s policy for all other fringe benefits which are now or may be or become applicable employees) pursuant to the Bank’s vacation policies and procedures as they may be instituted from time to time. Such vacation leave shall be in addition to federal banking holidays, which shall be paid holidays. Such vacation leave will accrue in accordance with the Bank’s vacation policies and procedures, or ACBmonthly in the absence of any policies. Any payout of or roll over from one calendar year to the next of accrued, unused vacation leave will be in accordance with the Bank’s executive employees, including the payment of then current vacation policies and procedures; (ii) Reimburse Employee for all reasonable expenses for attending annual and periodic meetings incurred by him in the performance of trade associations, and any other benefits which are commensurate with the his duties and responsibilities to be performed by the Officer under this Agreement. Additionally, Agreement and documented to the Officer shall be entitled to such vacation and sick leave as shall be established under uniform employee policies promulgated for ACB and its subsidiaries. The Bank shall reimburse the Officer for all out-of-pocket reasonable and necessary business expenses which the Officer may incur in connection with his services on behalf satisfaction of the Bank. During Bank pursuant to established policies; (iii) Subject to applicable eligibility requirements, provide Employee, his spouse and qualifying dependents major medical insurance coverage under a policy at least equivalent to the term hereofmajor medical insurance coverage, if any, generally provided to active full-time employees of the Bank shall also pay the expenses of the Officer’s existing term life insurance policy from time to time; (iv) Provide Employee with a car allowance in the amount of Seven Hundred Fifty and 00/100 Dollars ($250,000 750) per month. Employee shall be responsible for taxes, insurance and maintenance and fuel expenses incurred with proceeds payable regard to the automobile; (v) Reimburse Employee for or pay (i) Employee’s civic club dues and (ii) Employee’s monthly dues for membership with a health club up to a beneficiary maximum of his choosing. On $25 per month, provided that Employee shall be responsible for all personal expenses and incidental expenses incurred for use of such clubs; (vi) Permit Employee to participate in incentive or bonus compensation plans existing on the date hereof, Officer shall be granted options of this Agreement or adopted by the Bank during the Term of this Agreement and available to purchase 10,000 shares of ACB’s common stock pursuant to the provisions of ACB’s Incentive Stock Option Plan (“Plan”). Officer shall be permitted, as President and CEO of the Bank, to direct the grant through the appropriate committee of ACB of 5,000 additional options under ACB’s Plan to other key similarly-situated employees of the Bank. Officer shall The Bank’s incentive or bonus compensation programs and plans may be permitted amended or terminated at any time in the use of a late model automobile with all business related expenses paid by the Bank and shall be reimbursed for dues payable to a country club and a civic club of which he is a member as discretion of the date Bank; and (vii) Permit Employee to participate (to the extent permissible under applicable laws and regulations) in all savings, pension and retirement plans, policies and programs available to similarly-situated employees of this Agreementthe Bank. Without limiting the foregoing, such plans shall include the Bank’s 401(k) Savings Plan.

Participation in Retirement and Employee Benefit Plans; Fringe Benefits. The Officer Subject to the terms and conditions of this Agreement, Employee shall be entitled to participate in any plan relating to deferred compensation, stock options, stock purchases, pension, thrift, profit sharing, group life insurance, medical coverage, disability coverage, education, bank owned life insurance (“BOLI”), supplemental retirement plan (“SERP”) or other retirement or and all employee benefits that the Bank or ACB has adopted, or may, benefit programs and compensation plans from time to time adoptmaintained by the Bank and available to other similarly-situated employees of the Bank, for all in accordance with the terms and conditions (including eligibility requirements) of such programs and plans of the Bank, resolutions of the Bank’s Board of Directors establishing such programs and plans, and the Bank’s normal practices and established policies regarding such programs and plans. Employee acknowledges and agrees that the Bank has the unilateral right to amend, modify or terminate its employee benefit of its subsidiaries’ executive employees and for employees generallyplans or policies at any time during the Term, with or without prior notice, subject to applicable law. In addition to the eligibility rules of such plansother compensation and benefits described in this Agreement, and subject to this Paragraph 3, the Bank agrees as authorized follows: (i) The Bank shall permit Employee to take and accrue twenty-five (25) days of paid vacation leave per year (and not such other amount of vacation leave as provided for by the Directors. The Officer shall also be entitled to participate in any Bank’s policy for all other fringe benefits which are now or may be or become applicable employees) pursuant to the Bank’s or ACB’s executive employeesvacation policies and procedures as they may be instituted from time to time. Such vacation leave shall be in addition to federal banking holidays, including the payment of reasonable expenses for attending annual and periodic meetings of trade associationswhich shall be paid holidays, and any other benefits which are commensurate ten days of annual sick-leave. Such vacation leave will accrue in accordance with the duties Bank’s vacation policies and responsibilities procedures, or monthly in the absence of any policies. Any payout of or roll over from one calendar year to the next of accrued, unused vacation leave will be performed by in accordance with the Officer under this AgreementBank’s then current vacation policies and procedures. Additionally, the Officer shall be entitled to such Allotted vacation leave and sick leave as shall be established under uniform employee policies promulgated pro-rated for ACB and its subsidiaries. the calendar year in which employment commences. (ii) The Bank shall reimburse the Officer Employee for all out-of-pocket reasonable expenses incurred by him in the performance of his duties under this Agreement and necessary business expenses which documented to the Officer may incur in connection with his services on behalf reasonable satisfaction of the Bank pursuant to established policies and shall provide Employee with a monthly allowance for travel-related expenses equal to One Thousand and 00/100 Dollars ($1,000.00) per month. (iii) The Bank. During , subject to applicable eligibility requirements, shall provide Employee major medical insurance coverage under a policy at least equivalent to the term hereofmajor medical insurance coverage, if any, generally provided to active full-time employees of the Bank from time to time. (iv) The Bank shall also pay the expenses of the Officer’s permit Employee to participate in incentive or bonus compensation plans existing term life insurance policy in the amount of $250,000 with proceeds payable to a beneficiary of his choosing. On on the date hereof, Officer shall be granted options of this Agreement or adopted by the Bank during the Term of this Agreement and available to purchase 10,000 shares of ACB’s common stock pursuant to the provisions of ACB’s Incentive Stock Option Plan (“Plan”). Officer shall be permitted, as President and CEO of the Bank, to direct the grant through the appropriate committee of ACB of 5,000 additional options under ACB’s Plan to other key similarly-situated employees of the Bank. Officer shall The Bank’s incentive or bonus compensation programs and plans may be permitted amended or terminated at any time in the use of a late model automobile with all business related expenses paid by the Bank and shall be reimbursed for dues payable to a country club and a civic club of which he is a member as discretion of the date Bank. (v) The Bank shall permit Employee to participate (to the extent permissible under applicable laws and regulations) in all savings, pension and retirement plans, policies and programs available to similarly-situated employees of this Agreementthe Bank. Without limiting the foregoing, such plans shall include the Bank’s 401(k) Savings Plan.

Participation in Retirement and Employee Benefit Plans; Fringe Benefits. (a) The Employer shall provide family medical coverage for the Officer and the Officer shall also be entitled to participate in any plan relating to deferred compensation, stock options, stock purchases, pension, thrift, profit sharing, group life insurance, medical coverage, disability coverage, education, bank owned life insurance (“BOLI”), supplemental retirement plan (“SERP”) or other retirement or employee benefits that the Bank or ACB Employer has adopted, or may, from time to time adopt, for the benefit of its subsidiaries’ executive employees and or for employees generally, subject to the eligibility rules of such plans. Any options or similar awards shall be issued to the Officer at an exercise price of not less than the stock’s current fair market value (as determined in compliance with Treasury Regulation § 1.409A-1(b)(5)(iv)) as of the date of grant, and as authorized by the Directors. number of shares subject to such grant shall be fixed on the date of grant. (b) The Employer shall pay the expenses of the Officer for membership and dues in one country club and the membership expenses and dues for one civic club located in Statesville, if the Employee chooses to participate in a civic club. (c) The Officer shall also be entitled to participate in any other fringe benefits which are now or may be or become applicable to the Bank’s or ACBEmployer’s executive employees, including the payment of reasonable expenses for attending annual and periodic meetings of trade associationscontinuing education to maintain professional designations, and any other benefits which are commensurate with the duties and responsibilities to be performed by the Officer under this Agreement. Additionally, the Officer shall be entitled to such vacation and sick leave as shall be established under uniform employee policies promulgated for ACB and its subsidiariesby the Directors. The Bank Employer shall reimburse the Officer for all out-of-pocket reasonable and necessary business expenses which the Officer may incur in connection with his the Officer’s services on behalf of the BankEmployer. During The Employer shall reimburse the term hereof, the Bank shall also pay the Officer for such expenses described in this Paragraph 4 within 60 days of the Officer’s existing term life insurance policy in the amount of $250,000 with proceeds payable to a beneficiary of his choosing. On the date hereof, Officer shall be granted options to purchase 10,000 shares of ACB’s common stock pursuant to the provisions of ACB’s Incentive Stock Option Plan (“Plan”). Officer shall be permitted, as President and CEO of the Bank, to direct the grant through the appropriate committee of ACB of 5,000 additional options under ACB’s Plan to other key employees of the Bank. Officer shall be permitted the use of a late model automobile with all business related expenses paid by the Bank and shall be reimbursed for dues payable to a country club and a civic club of which he is a member as of the date of this Agreementincurring such expense.

Participation in Retirement and Employee Benefit Plans; Fringe Benefits. The Officer Subject to the terms and conditions of this Agreement, Helton shall be entitled to participate in any plan relating to deferred compensation, stock options, stock purchases, pension, thrift, profit sharing, group life insurance, medical coverage, disability coverage, education, bank owned life insurance (“BOLI”), supplemental retirement plan (“SERP”) or other retirement or and all employee benefits that the Bank or ACB has adopted, or may, benefxx xxxgrams and compensation plans from time to time adoptmaintained by the Bank and available to all employees of the Bank, for all in accordance with the benefit of its subsidiaries’ executive employees terms and for employees generally, subject to the conditions (including eligibility rules requirements) of such programs and plans of the Bank, resolutions of the Bank's Board of Directors establishing such programs and plans, and as authorized by the Bank's normal practices and established policies regarding such programs and plans. In addition to the other compensation and benefits described in this Agreement, the Bank shall : (i) Provide Helton with three weeks of paid vacation leave notwithstanding the poxxxx xf the Bank for all other employees and a fourth week at the discretion of the Compensation Committee of the Board of Directors. The Officer shall also be entitled to participate Further, in any other fringe benefits which are now or may be or become applicable to the Bank’s or ACB’s executive employeesevent of a Change in Control (as defined in Paragraph 8), including the payment of reasonable expenses for attending annual and periodic meetings of trade associations, and any other benefits which are commensurate with the duties and responsibilities to be performed by the Officer under this Agreement. Additionally, the Officer Helton shall be entitled to such six weeks paid vacation per year; (ii) The Bank shall assume payment of Helton's civic club dues and sick leave as the dues of Rolling Hills Country Club, Xxxxxx, North Carolina provided that Helton shall be responsible for all personal expenses for use of such xxxxx; (iii) The Bank shall reimburse Helton for all reasonable expenses incurred by him in the performance xx xxs duties under this Agreement and documented to the reasonable satisfaction of the Bank pursuant to established under uniform employee policies promulgated policies; (iv) The Bank shall provide Helton and his immediate family major medical insurance coverage at nx xxxx to Helton which will be a policy at least equivalent to the major medicax xxxxrance coverage generally provided to active full-time employees of the Bank from time to time; and (v) The Bank shall provide Helton, for ACB his personal and its subsidiariesbusiness use, with a late model automobixx xx determined by the Compensation Committee or with a car allowance, in the discretion of Helton. The automobile shall be replaced every two years by another axxxxxxile, the costs of which shall be assumed by the Bank as provided herein. The Bank shall reimburse assume the Officer costs associated with ownership of such automobile, including, but not limited to, taxes, insurance, and maintenance, provided, however, that Helton shall be responsible for all out-of-pocket reasonable and necessary business fuel expenses which the Officer may incur in connection incurred with his services on behalf persoxxx xxe of the Bank. During the term hereof, the Bank shall also pay the expenses of the Officer’s existing term life insurance policy in the amount of $250,000 with proceeds payable to a beneficiary of his choosing. On the date hereof, Officer shall be granted options to purchase 10,000 shares of ACB’s common stock pursuant to the provisions of ACB’s Incentive Stock Option Plan (“Plan”). Officer shall be permitted, as President and CEO of the Bank, to direct the grant through the appropriate committee of ACB of 5,000 additional options under ACB’s Plan to other key employees of the Bank. Officer shall be permitted the use of a late model automobile with all business related expenses paid by the Bank and shall be reimbursed for dues payable to a country club and a civic club of which he is a member as of the date of this Agreementautomobile.

Participation in Retirement and Employee Benefit Plans; Fringe Benefits. The Officer Subject to the terms and conditions of this Agreement, Employee shall be entitled to participate in any plan relating to deferred compensation, stock options, stock purchases, pension, thrift, profit sharing, group life insurance, medical coverage, disability coverage, education, bank owned life insurance (“BOLI”), supplemental retirement plan (“SERP”) or other retirement or and all employee benefits that the Bank or ACB has adopted, or may, benefit programs and compensation plans from time to time adoptmaintained by the Bank and available to other similarly-situated employees of the Bank, for all in accordance with the terms and conditions (including eligibility requirements) of such programs and plans of the Bank, resolutions of the Bank’s Board of Directors establishing such programs and plans, and the Bank’s normal practices and established policies regarding such programs and plans. Employee acknowledges and agrees that the Bank has the unilateral right to amend, modify or terminate its employee benefit of its subsidiaries’ executive employees and for employees generallyplans or policies at any time during the Term, with or without prior notice, subject to applicable law. In addition to the eligibility rules of such plansother compensation and benefits described in this Agreement, and subject to this Paragraph 3, the Bank agrees as authorized follows: (i) The Bank shall permit Employee to take and accrue twenty-five (25) days of paid vacation leave per year (and not such other amount of vacation leave as provided for by the Directors. The Officer shall also be entitled to participate in any Bank’s policy for all other fringe benefits which are now or may be or become applicable employees) pursuant to the Bank’s or ACB’s executive employeesvacation policies and procedures as they may be instituted from time to time. Such vacation leave shall be in addition to federal banking holidays, including the payment of reasonable expenses for attending annual and periodic meetings of trade associationswhich shall be paid holidays, and any other benefits which are commensurate ten days of annual sick-leave. Such vacation leave will accrue in accordance with the duties Bank’s vacation policies and responsibilities procedures, or monthly in the absence of any policies. Any payout of or roll over from one calendar year to the next of accrued, unused vacation leave will be performed by in accordance with the Officer under this AgreementBank’s then current vacation policies and procedures. Additionally, the Officer shall be entitled to such Allotted vacation leave and sick leave as shall be established under uniform employee policies promulgated pro-rated for ACB and its subsidiaries. the calendar year in which employment commences. (ii) The Bank shall reimburse the Officer Employee for all out-of-pocket reasonable expenses incurred by her in the performance of her duties under this Agreement and necessary business expenses which documented to the Officer may incur in connection with his services on behalf reasonable satisfaction of the Bank pursuant to established policies. (iii) The Bank. During , subject to applicable eligibility requirements, shall provide Employee major medical insurance coverage under a policy at least equivalent to the term hereofmajor medical insurance coverage, if any, generally provided to active full-time employees of the Bank from time to time. (iv) The Bank shall also pay the expenses of the Officer’s permit Employee to participate in incentive or bonus compensation plans existing term life insurance policy in the amount of $250,000 with proceeds payable to a beneficiary of his choosing. On on the date hereof, Officer shall be granted options of this Agreement or adopted by the Bank during the Term of this Agreement and available to purchase 10,000 shares of ACB’s common stock pursuant to the provisions of ACB’s Incentive Stock Option Plan (“Plan”). Officer shall be permitted, as President and CEO of the Bank, to direct the grant through the appropriate committee of ACB of 5,000 additional options under ACB’s Plan to other key similarly-situated employees of the Bank. Officer shall The Bank’s incentive or bonus compensation programs and plans may be permitted amended or terminated at any time in the use of a late model automobile with all business related expenses paid by the Bank and shall be reimbursed for dues payable to a country club and a civic club of which he is a member as discretion of the date Bank. (v) The Bank shall permit Employee to participate (to the extent permissible under applicable laws and regulations) in all savings, pension and retirement plans, policies and programs available to similarly-situated employees of this Agreementthe Bank. Without limiting the foregoing, such plans shall include the Bank’s 401(k) Savings Plan.

Participation in Retirement and Employee Benefit Plans; Fringe Benefits. (a) The Bank shall provide family medical coverage and disability insurance for the Officer and the Officer shall also be entitled to participate in any plan relating to deferred compensation, stock options, stock purchases, pension, thrift, profit sharing, group life insurance, medical coverage, disability coverage, education, bank owned life insurance (“BOLI”), supplemental retirement plan (“SERP”) or other retirement or employee benefits that the Bank or ACB has adopted, or may, from time to time adopt, for the benefit of its subsidiaries’ executive employees and or for employees generally, subject to the eligibility rules of such plans, . (b) The Bank shall pay the expenses of the Officer for membership in two country clubs and as authorized one health club in the market area of the Bank at the Officer’s election and dues for membership in civic clubs. The Bank shall also provide the Officer with the use of a late model automobile suitable to the status of the Officer of a type and for lease terms to be approved by the Compensation Committee of the Directors. . (c) The Officer shall also be entitled to participate in any other fringe benefits which are now or may be or become applicable to the Bank’s or ACB’s executive employees, including the payment of reasonable expenses for attending annual and periodic meetings of trade associations, and any other benefits which are commensurate with the duties and responsibilities to be performed by the Officer under this Agreement. Additionally, the Officer shall be entitled to such vacation and sick leave as shall be established under uniform employee policies promulgated for ACB and its subsidiariesby the Directors. The Bank shall reimburse the Officer for all out-of-pocket reasonable and necessary business expenses which that the Officer may incur in connection with his the Officer’s services on behalf of the Bank. During . (d) After Officer’s employment with the term hereofBank is terminated for any reason other than Cause (as defined in Paragraph 8), the Bank shall also pay continue to provide medical insurance coverage to the expenses of the Officer and Officer’s existing term life insurance policy spouse for the lifetime of each, either, in the amount of $250,000 with proceeds payable to a beneficiary of his choosing. On the date hereof, Officer shall be granted options to purchase 10,000 shares of ACBBank’s common stock pursuant to the provisions of ACB’s Incentive Stock Option Plan (“Plan”). Officer shall be permitteddiscretion, as President and CEO part of the Bank’s group medical insurance plan for active employees or through individual medical insurance policies. Notwithstanding the foregoing, to direct the grant through the appropriate committee of ACB of 5,000 additional options under ACB’s Plan to other key employees of the Bank. Officer shall be permitted the use of a late model automobile with all business related expenses paid by the Bank and shall be reimbursed for dues payable to a country club and a civic club of which he is a member as of the first date that (i) the Officer is no longer employed by the Company and (ii) the Officer and Officer’s spouse, respectively, have attained sixty-five (65) years of age, the Bank shall be obligated only to provide such individual with supplemental Medicare health insurance in order to meet its obligations under this AgreementParagraph 4(d). The Bank shall be responsible for paying directly all of the premiums required to meet its obligations under this Paragraph 4(d).

Participation in Retirement and Employee Benefit Plans; Fringe Benefits. (a) The Bank shall provide family medical coverage and disability insurance for the Officer and the Officer shall also be entitled to participate in any plan relating to deferred compensation, stock options, stock purchases, pension, thrift, profit sharing, group life insurance, medical coverage, disability coverage, education, bank owned life insurance (“BOLI”), supplemental retirement plan (“SERP”) or other retirement or employee benefits that the Bank or ACB has adopted, or may, from time to time adopt, for the benefit of its subsidiaries’ executive employees and or for employees generally, subject to the eligibility rules of such plans. Any options or similar awards shall be issued to the Officer at an exercise price of not less than the stock’s current fair market value (as determined in compliance with Treasury Regulation § 1.409A-1(b)(5)(iv)) as of the date of grant, and as authorized by the Directors. number of shares subject to such grant shall be fixed on the date of grant. (b) The Officer shall also be entitled to participate in any other fringe benefits which are now or may be or become applicable to the Bank’s or ACB’s executive employees, including the payment of reasonable expenses for attending annual and periodic meetings of trade associations, and any other benefits which are commensurate with the duties and responsibilities to be performed by the Officer under this Agreement. Additionally, the Officer shall be entitled to such vacation and sick leave as shall be established under uniform employee policies promulgated for ACB and its subsidiariesby the Bank. The Bank shall reimburse the Officer for all out-of-pocket reasonable and necessary business expenses which the Officer may incur in connection with his the Officer’s services on behalf of the Bank. During the term hereof, the The Bank shall also pay reimburse the Officer for such expenses described in this Paragraph 4(b) within 60 days of the Officer’s existing term life insurance policy in incurring such expense. (c) The Bank shall provide the amount of $250,000 Officer with proceeds payable to a beneficiary of his choosing. On the date hereof, Officer shall be granted options to purchase 10,000 shares of ACB’s common stock pursuant to the provisions of ACB’s Incentive Stock Option Plan (“Plan”). Officer shall be permitted, as President and CEO of the Bank, to direct the grant through the appropriate committee of ACB of 5,000 additional options under ACB’s Plan to other key employees of the Bank. Officer shall be permitted the use of a late model automobile with all business related expenses paid suitable to the status of the Officer of a type and for lease terms to be approved by the Bank. The Bank and shall be reimbursed pay the dues of the Officer for dues payable to membership in a country club and a civic club of which he is a member as of the date Officer’s choice located within the market area of the Bank; provided that the Officer shall be responsible for personal use of such club. (d) After Officer’s employment with the Bank is terminated for any reason other than Cause (as defined in Paragraph 8), the Bank shall continue to provide medical insurance coverage to the Officer and Officer’s spouse until each has attained sixty-five (65) years of age, either, in the Bank’s discretion, as part of the Bank’s group medical insurance plan or through individual medical insurance policies. The Bank shall be responsible for paying directly all of the premiums required to meet its obligations under this AgreementParagraph 4(d).

Participation in Retirement and Employee Benefit Plans; Fringe Benefits. The Officer Subject to the terms and conditions of this Agreement, Employee shall be entitled to participate in any plan relating to deferred compensation, stock options, stock purchases, pension, thrift, profit sharing, group life insurance, medical coverage, disability coverage, education, bank owned life insurance (“BOLI”), supplemental retirement plan (“SERP”) or other retirement or and all employee benefits that the Bank or ACB has adopted, or may, benefit programs and compensation plans from time to time adoptmaintained by the Bank and available to other similarly-situated employees of the Bank, for all in accordance with the terms and conditions (including eligibility requirements) of such programs and plans of the Bank, resolutions of the Bank’s Board of Directors establishing such programs and plans, and the Bank’s normal practices and established policies regarding such programs and plans. Employee acknowledges and agrees that the Bank has the unilateral right to amend, modify or terminate its employee benefit of its subsidiaries’ executive employees and for employees generallyplans or policies at any time during the Term, with or without prior notice, subject to applicable law. In addition to the eligibility rules of such plansother compensation and benefits described in this Agreement, and subject to this Paragraph 3, the Bank agrees as authorized follows: (i) The Bank shall permit Employee to take and accrue twenty-five (25) days of paid vacation leave per year (and not such other amount of vacation leave as provided for by the Directors. The Officer shall also be entitled to participate in any Bank’s policy for all other fringe benefits which are now or may be or become applicable employees) pursuant to the Bank’s or ACB’s executive employeesvacation policies and procedures as they may be instituted from time to time. Such vacation leave shall be in addition to federal banking holidays, including the payment of reasonable expenses for attending annual and periodic meetings of trade associationswhich shall be paid holidays, and any other benefits which are commensurate ten days of annual sick-leave. Such vacation leave will accrue in accordance with the duties Bank’s vacation policies and responsibilities procedures, or monthly in the absence of any policies. Any payout of or roll over from one calendar year to the next of accrued, unused vacation leave will be performed by in accordance with the Officer under this AgreementBank’s then current vacation policies and procedures. Additionally, the Officer shall be entitled to such Allotted vacation leave and sick leave as shall be established under uniform employee policies promulgated pro-rated for ACB and its subsidiaries. the calendar year in which employment commences. (ii) The Bank shall reimburse the Officer Employee for all out-of-pocket reasonable expenses incurred by him in the performance of his duties under this Agreement and necessary business expenses which documented to the Officer may incur in reasonable satisfaction of the Bank pursuant to established policies. (iii) In connection with his services on behalf of the Bank. During the term hereofEmployee’s relocation upon commencing employment, the Bank will pay for or otherwise reimburse Employee for reasonable, hotel lodging expenses that Employee may need to incur for up to a period of six (6) months, which expenses shall also pay be pre-approved by the expenses Bank prior to Employee incurring such expense. (iv) The Bank, subject to applicable eligibility requirements, shall provide Employee major medical insurance coverage under a policy at least equivalent to the major medical insurance coverage, if any, generally provided to active full-time employees of the Officer’s Bank from time to time. (v) The Bank shall permit Employee to participate in incentive or bonus compensation plans existing term life insurance policy in the amount of $250,000 with proceeds payable to a beneficiary of his choosing. On on the date hereof, Officer shall be granted options of this Agreement or adopted by the Bank during the Term of this Agreement and available to purchase 10,000 shares of ACB’s common stock pursuant to the provisions of ACB’s Incentive Stock Option Plan (“Plan”). Officer shall be permitted, as President and CEO of the Bank, to direct the grant through the appropriate committee of ACB of 5,000 additional options under ACB’s Plan to other key similarly-situated employees of the Bank. Officer shall The Bank’s incentive or bonus compensation programs and plans may be permitted amended or terminated at any time in the use of a late model automobile with all business related expenses paid by the Bank and shall be reimbursed for dues payable to a country club and a civic club of which he is a member as discretion of the date Bank. (vi) The Bank shall permit Employee to participate (to the extent permissible under applicable laws and regulations) in all savings, pension and retirement plans, policies and programs available to similarly-situated employees of this Agreementthe Bank. Without limiting the foregoing, such plans shall include the Bank’s 401(k) Savings Plan.

Participation in Retirement and Employee Benefit Plans; Fringe Benefits. (a) The Employer shall provide family medical coverage for the Officer and the Officer shall also be entitled to participate in any plan relating to deferred compensation, stock options, stock purchases, pension, thrift, profit sharing, group life insurance, medical coverage, disability coverage, education, bank owned life insurance (“BOLI”), supplemental retirement plan (“SERP”) or other retirement or employee benefits that the Bank or ACB Employer has adopted, or may, from time to time adopt, for the benefit of its subsidiaries’ executive employees and or for employees generally, subject to the eligibility rules of such plans. Any options or similar awards shall be issued to the Officer at an exercise price of not less than the stock’s current fair market value (as determined in compliance with Treasury Regulation § 1.409A-1(b)(5)(iv)) as of the date of grant, and as authorized by the Directors. number of shares subject to such grant shall be fixed on the date of grant. (b) The Employer shall pay the expenses of the Officer for the memberships and dues for one country club and one civic club, if the Employee chooses to participate in a civic club. (c) The Officer shall also be entitled to participate in any other fringe benefits which are now or may be or become applicable to the Bank’s or ACBEmployer’s executive employees, including the payment of reasonable expenses for attending annual and periodic meetings of trade associationscontinuing education to maintain professional designations, and any other benefits which are commensurate with the duties and responsibilities to be performed by the Officer under this Agreement. Additionally, the Officer shall be entitled to such vacation and sick leave as shall be established under uniform employee policies promulgated for ACB and its subsidiariesby the Directors. The Bank Employer shall reimburse the Officer for all out-of-pocket reasonable and necessary business expenses which the Officer may incur in connection with his the Officer’s services on behalf of the BankEmployer. During The Employer shall reimburse the term hereof, the Bank shall also pay the Officer for such expenses described in this Paragraph 4 within 60 days of the Officer’s existing term life insurance policy in incurring such expense. (d) The Employer shall provide the amount of $250,000 Officer with proceeds payable to a beneficiary of his choosing. On the date hereof, Officer shall be granted options to purchase 10,000 shares of ACB’s common stock pursuant to the provisions of ACB’s Incentive Stock Option Plan (“Plan”). Officer shall be permitted, as President and CEO of the Bank, to direct the grant through the appropriate committee of ACB of 5,000 additional options under ACB’s Plan to other key employees of the Bank. Officer shall be permitted the use of a late model automobile with suitable to the status of the Officer of a type and for lease terms to be approved the Compensation Committee of the Employer. The Employer shall pay for all business related expenses paid reasonable expenses, including, but not limited to, insurance coverage and gasoline, by the Bank Officer in connection with the operation and maintenance of such automobile. Replacement of the automobile shall be reimbursed for dues payable to a country club and a civic club of which he is a member as made only with the approval of the date Directors and in accordance with the policies of this Agreementthe Employer in effect from time to time relating to the replacement of automobiles. Alternatively, at the Employer’s sole discretion, the Employer shall pay the Officer an automobile allowance sufficient to provide the Officer with a late model automobile suitable to the status of the Officer and to reimburse him for all reasonable expenses, including insurance coverage and gasoline, by the Officer in connection with the operation and maintenance of such automobile, which shall be paid in cash no less frequently than monthly.