Common use of Plan Terminations Under Section 409A Clause in Contracts

Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 7.2, if the Company terminates this Agreement in the following circumstances: (a) Upon the Company’s termination and liquidation of the Agreement pursuant to irrevocable action taken within thirty (30) days before, or twelve (12) months after a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company as described in Section 409A(2)(A)(v) of the Code, provided that all distributions are made no later than twelve (12) months following such termination of the Agreement and further provided that all the Company’s arrangements which are substantially similar to the Agreement are terminated so the Executive and all participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the arrangements; (b) Upon the Company’s termination and liquidation of the Agreement within twelve (12) months of a corporate dissolution taxed under Section 331 of the Code or with the approval of a bankruptcy court provided that the amounts deferred under the Agreement are included in the Executive’s gross income in the latest of the following years (or, if earlier, the taxable year in which the amount is actually or constructively received): (i) the calendar year in which the Agreement terminates; (ii) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or (c) Upon the Company’s termination and liquidation of this and all other non-account balance plans (as referenced in Section 409A of the Code) provided that (i) such action does not occur proximate to a downturn in the financial health of the Company; (ii) all distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and (iii) the Company does not adopt any new non-account balance plans for a minimum of three (3) years following the date of such termination; the Company may distribute the vested Accrual Balance as shown on Schedule A, determined as of the date of the termination of the Agreement, to the Executive in a lump sum subject to the above terms.

Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 7.2, if the Company terminates this Agreement terminates in the following circumstances: (a) Upon the Company’s termination and liquidation of the Agreement pursuant to irrevocable action taken within Within thirty (30) days before, or twelve (12) months after after, a change Change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company as described in Section 409A(2)(A)(v) of the CodeControl, provided that all distributions are made no later than twelve (12) months following such termination of the Agreement and further provided that all the Company’s and the Bank’s arrangements which are substantially similar to the Agreement are terminated so the Executive and all participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the arrangementssuch terminations; (b) Upon the Company’s termination and liquidation of the Agreement within twelve (12) months of a corporate Bank’s dissolution taxed under Section 331 of the Code or with the approval of a bankruptcy court court, provided that the amounts deferred under the Agreement are included in the Executive’s gross income in the latest of the following years (or, if earlier, the taxable year in which the amount is actually or constructively received): (i) the calendar year in which the Agreement terminates; (ii) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or (c) Upon the Company’s and the Bank’s termination and liquidation of this and all other non-account balance plans arrangements that would be aggregated with this Agreement pursuant to Treasury Regulations Section 1.409A-1(c) if the Executive participated in such arrangements (as referenced in Section 409A of the Code) “Similar Arrangements”), provided that (i) such action the termination and liquidation does not occur proximate to a downturn in the financial health of the Company; Company and the Bank, (ii) all termination distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and (iii) the Company does and the Bank do not adopt any new non-account balance plans arrangement that would be a Similar Arrangement for a minimum of three (3) years following the date of such terminationthe Company and the Bank take all necessary action to irrevocably terminate and liquidate the Agreement; the Company and the Bank may distribute the vested Accrual Balance present value (determined as shown of the date of distribution, based on Schedule A, the Applicable PBGC Rate) of the Early Termination Benefit (determined as of the date of the termination of the Agreement, ) to the Executive in a lump sum subject to on the above termsfirst date permitted by Treasury Regulations Section 1.409A-3(j)(4)(ix).

Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 7.2, if the Company terminates this Agreement terminates in the following circumstances: (a) Upon the Company’s termination and liquidation of the Agreement pursuant to irrevocable action taken within Within thirty (30) days before, before or twelve (12) months after a change in the ownership or effective control Change of the Company, or in the ownership of a substantial portion of the assets of the Company as described in Section 409A(2)(A)(v) of the CodeControl, provided that all distributions are made no later than twelve (12) months following such termination of the Agreement and further provided that all the Company’s arrangements which are substantially similar to the Agreement are terminated so the Executive Director and all participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the arrangementssuch terminations; (b) Upon the Company’s termination and liquidation of the Agreement within twelve (12) months of a corporate dissolution taxed under Section 331 of the Code or with the approval of a bankruptcy court provided that the amounts deferred under the Agreement are included in the ExecutiveDirector’s gross income in the latest of the following years (or, if earlier, the taxable year in which the amount is actually or constructively received): (i) the calendar year in which the Agreement terminates; (ii) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or (c) Upon the Company’s termination and liquidation of this and all other non-account balance plans (as referenced in Section 409A of the Code) Code or the regulations thereunder), provided that (i) such action does not occur proximate to a downturn in the financial health of the Company; (ii) all distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and (iii) the Company does not adopt any new non-account balance plans for a minimum of three five (35) years following the date of such termination; the Company may distribute the vested Accrual Balance as shown on Schedule Aamount the Company has accrued with respect to the Company’s obligations hereunder, determined as of the date of the termination of the Agreement, to the Executive Director in a lump sum subject to the above terms.

Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 7.210.2, if the Company Bank terminates this Agreement in the following circumstances: (a) Upon the Company’s termination and liquidation of the Agreement pursuant to irrevocable action taken within Within thirty (30) days before, before or twelve (12) months after a change in the ownership or effective control of the CompanyBank, or in the ownership of a substantial portion of the assets of the Company Bank as described in Code Section 409A(2)(A)(v409A(a)(2)(A)(v) of the Code, provided that all distributions are made no later than twelve (12) months following such termination of the this Agreement and further provided that all the CompanyBank’s arrangements which are substantially similar to the this Agreement are terminated so the Executive and all participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the arrangementssuch termination; (b) Upon the CompanyBank’s termination and liquidation of the Agreement within twelve (12) months of a corporate dissolution taxed under Section 331 of the Code or with the approval of a bankruptcy court provided that the amounts deferred under the this Agreement are included in the Executive’s gross income in the latest of the following years (or, if earlier, the taxable year in which the amount is actually or constructively received): (i) the calendar year in which the this Agreement terminates; (ii) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or (c) Upon the CompanyBank’s termination and liquidation of this and all other non-account balance plans arrangements that would be aggregated with this Agreement pursuant to Treasury Regulations Section 1.409A-1(c) if the Executive participated in such arrangements (as referenced in Section 409A of the Code) “Similar Arrangements”), provided that (i) such action the termination and liquidation does not occur proximate to a downturn in the financial health of the Company; Bank, (ii) all termination distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and (iii) the Company Bank does not adopt any new non-account balance plans arrangement that would be a Similar Arrangement for a minimum of three (3) years following the date of such terminationthe Bank takes all necessary action to irrevocably terminate and liquidate the Agreement; the Company Bank may distribute the vested Accrual Balance as shown on Schedule ADeferral Account balance, determined as of the date of the termination of the this Agreement, to the Executive in a lump sum subject to the above terms.

Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 7.2, if the Company terminates this Agreement terminates in the following circumstances: (a) Upon the Company’s termination and liquidation of the Agreement pursuant to irrevocable action taken within Within thirty (30) days before, before or twelve (12) months after a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company as described in Section 409A(2)(A)(v) of the Code, provided that all distributions are made no later than twelve (12) months following such termination of the Agreement and further provided that all the Company’s arrangements which are substantially similar to the Agreement are terminated so the Executive Director and all participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the arrangements; (b) Upon the Company’s termination and liquidation of the Agreement within twelve (12) months of a corporate dissolution taxed under Section 331 of the Code or with the approval of a bankruptcy court provided that the amounts deferred under the Agreement are included in the ExecutiveDirector’s gross income in the latest of the following years (or, if earlier, the taxable year in which the amount is actually or constructively received): (i) the calendar year in which the Agreement terminates; (ii) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or (c) Upon the Company’s termination and liquidation of this and all other non-account balance plans (as referenced in Section 409A of the Code) Code or the regulations thereunder), provided that (i) such action does not occur proximate to a downturn in the financial health of the Company; (ii) all distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and (iii) the Company does not adopt any new non-account balance plans for a minimum of three five (35) years following the date of such termination; the Company may distribute the vested Accrual Balance as shown on Schedule Aamount the Company has accrued with respect to the Company’s obligations hereunder, determined as of the date of the termination of the Agreement, to the Executive Director in a lump sum subject to the above terms.

Plan Terminations Under Section 409A. Notwithstanding anything Under no circumstances may the Agreement permit the acceleration of the time or form of any payment under the Agreement prior to the contrary payment events specified herein, except as provided in this Section 7.27.3. The Bank may, if in its discretion, elect to terminate the Company terminates this Agreement in any of the following circumstances: (a) Upon three circumstances and accelerate the Company’s termination and liquidation payment of the Agreement pursuant to irrevocable action taken within thirty (30) days before, or twelve (12) months after a change in the ownership or effective control entire unpaid balance of the Company, or in the ownership of a substantial portion Director’s vested benefits as of the assets date of the Company as described such payment in accordance with Section 409A(2)(A)(v) 409A of the Code, provided that all distributions are made no later than twelve in each case the action taken complies with the applicable requirements set forth in Treasury Regulation §1.409A-3(j)(4)(ix): (12a) months following such termination of the Agreement is irrevocably terminated within the 30 days preceding a Change in Control and further provided (1) all arrangements sponsored by the Company and the Bank and any successors immediately following the Change in Control that all the Company’s arrangements which are substantially similar to would be aggregated with the Agreement under Treasury Regulation §1.409A-1(c)(2) are terminated so with respect to each participant that experienced the Executive Change in Control event, and (2) the Director and all participants in under the similar other aggregated arrangements are required to receive all amounts of compensation deferred their benefits under the terminated arrangements within twelve (12) 12 months of the termination of date that all necessary action to irrevocably terminate the arrangementsAgreement and the other aggregated arrangements is taken; (b) Upon the Company’s termination and liquidation Agreement is irrevocably terminated at a time that is not proximate to a downturn in the financial health of the Company or the Bank and (1) all arrangements sponsored by the Company and the Bank that would be aggregated with the Agreement under Treasury Regulation §1.409A-1(c) if the Director participated in such arrangements are terminated, (2) no payments are made within twelve 12 months of the date the Company and the Bank take all necessary action to irrevocably terminate the arrangements, other than payments that would be payable under the terms of the arrangements if the termination had not occurred; (123) all payments are made within 24 months of the date the Company and the Bank take all necessary action to irrevocably terminate the arrangements; and (4) neither the Company nor the Bank adopts a new arrangement that would be aggregated with the Agreement under Treasury Regulation §1.409A-1(c) if the Director participated in both arrangements, at any time within three years following the date the Company and the Bank take all necessary action to irrevocably terminate the Agreement; or (c) the Agreement is terminated within 12 months of a corporate dissolution taxed under Section 331 of the Code Code, or with the approval of a bankruptcy court pursuant to 11 U.S.C. §503(b)(1)(A), provided that the amounts deferred by the Director under the Agreement are included in the ExecutiveDirector’s gross income in the latest later of the following years (or, if earlier, the taxable year in which the amount is actually or constructively received): (i1) the calendar year in which the termination of the Agreement terminates; occurs, or (ii2) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution payment is administratively practical; or (c) Upon the Company’s termination and liquidation of this and all other non-account balance plans (as referenced in Section 409A of the Code) provided that (i) such action does not occur proximate to a downturn in the financial health of the Company; (ii) all distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and (iii) the Company does not adopt any new non-account balance plans for a minimum of three (3) years following the date of such termination; the Company may distribute the vested Accrual Balance as shown on Schedule A, determined as of the date of the termination of the Agreement, to the Executive in a lump sum subject to the above termspracticable.

Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 7.2, if the Company terminates this Agreement in the following circumstances: (a) Upon the Company’s termination and liquidation of the Agreement pursuant to irrevocable action taken within Within thirty (30) days before, or twelve (12) months after a change Change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company as described in Section 409A(2)(A)(v) of the CodeControl, provided that all distributions are made no later than twelve (12) months following such termination of the Agreement and further provided that all the Company’s arrangements which are substantially similar to the Agreement are terminated so the Executive and all participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the arrangements; (b) Upon the Company’s termination and liquidation of the Agreement within twelve (12) months of a corporate dissolution taxed under Section 331 of the Code or with the approval of a bankruptcy court provided that the amounts deferred under the Agreement are included in the Executive’s gross income in the latest of the following years (or, if earlier, the taxable year in which the amount is actually or constructively received): (i) the calendar year in which the Agreement terminates; (ii) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or (c) Upon the Company’s termination and liquidation of this and all other non-account balance plans arrangements that would be aggregated with this Agreement pursuant to Treasury Regulations Section 1.409A-1(c) if the Executive participated in such arrangements (as referenced in Section 409A of the Code) “Similar Arrangements”), provided that (i) such action the termination and liquidation does not occur proximate to a downturn in the financial health of the Company; , (ii) all termination distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and (iii) the Company does not adopt any new non-account balance plans arrangement that would be a Similar Arrangement for a minimum of three (3) years following the date of such terminationthe Company takes all necessary action to irrevocably terminate and liquidate the Agreement; the Company may distribute the vested Accrual Balance as shown on Schedule Aamount which the Company has accrued with respect to the Company’s obligations hereunder, determined as of the date of the termination of the Agreement, to the Executive in a lump sum subject to the above terms.

Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 7.29.2, if the Company terminates this Agreement is terminated in the following circumstances: (a) Upon the Company’s termination and liquidation of the Agreement pursuant to irrevocable action taken within Within thirty (30) days before, before or twelve (12) months after a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company as described in Section 409A(2)(A)(v) of the Code, provided that all distributions are made no later than twelve (12) months following such termination of the Agreement and further provided that all the Company’s arrangements which are substantially similar to the Agreement are terminated so the Executive Director and all participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the arrangements; (b) Upon the Company’s termination and liquidation of the Agreement within twelve (12) months of a corporate dissolution taxed under Section 331 of the Code or with the approval of a bankruptcy court provided that the amounts deferred under the Agreement are included in the ExecutiveDirector’s gross income in the latest of the following years (or, if earlier, the taxable year in which the amount is actually or constructively received): (i) the calendar year in which the Agreement terminates; (ii) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or (c) Upon the Company’s termination and liquidation of this and all other non-account balance plans arrangements that would be aggregated with this Agreement pursuant to Treasury Regulations Section 1.409A-1(c) if the Director participated in such arrangements (as referenced in Section 409A of the Code) “Similar Arrangements”), provided that (i) such action the termination and liquidation does not occur proximate to a downturn in the financial health of the Company; , (ii) all termination distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and (iii) the Company does not adopt any new non-account balance plans arrangement that would be a Similar Arrangement for a minimum of three (3) years following the date of such terminationthe Company takes all necessary action to irrevocably terminate and liquidate the Agreement; the Company may distribute the vested Accrual Balance as shown on Schedule ADeferral Account balance, determined as of the date of the termination of the Agreement, to the Executive Director in a lump sum subject to the above terms.

Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 7.2, if the Company terminates this Agreement in the following circumstances: (a) Upon the Company’s termination and liquidation of the Agreement pursuant to irrevocable action taken within Within thirty (30) days before, or twelve (12) months after a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company as described in Section 409A(2)(A)(v) of the Code, provided that all distributions are made no later than twelve (12) months following such termination of the Agreement and further provided that all the Company’s 's arrangements which are substantially similar to the Agreement are terminated so the Executive and all participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the arrangements; (b) Upon the Company’s termination and liquidation of the Agreement within twelve (12) months of a corporate 's dissolution taxed under Section 331 of the Code or with the approval of a bankruptcy court provided that the amounts deferred under the Agreement are included in the Executive’s 's gross income in the latest of the following years (or, if earlier, the taxable year in which the amount is actually or constructively received): (i) the calendar year in which the Agreement terminates; (ii) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or (c) Upon the Company’s 's termination and liquidation of this and all other non-account balance plans (as referenced in Section 409A of the Code) Code or the regulations thereunder), provided that (i) such action does not occur proximate to a downturn in the financial health of the Company; (ii) all distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and (iii) the Company does not adopt any new non-account balance plans for a minimum of three five (35) years following the date of such termination; the Company may distribute the vested Accrual Balance accrual balance, as shown on Schedule A, determined as A of the date of the termination of the Agreement, Agreement to the Executive Executive, in a lump sum subject to the above terms.

Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 7.210.2, if the Company terminates this Agreement terminates in the following circumstances: (a) Upon the Company’s termination and liquidation of the Agreement pursuant to irrevocable action taken within Within thirty (30) days before, before or twelve (12) months after a change Change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company as described in Section 409A(2)(A)(v) of the CodeControl, provided that all distributions are made no later than twelve (12) months following such termination of the Agreement and further provided that all the CompanyBank’s arrangements which are substantially similar to the Agreement are terminated so the Executive Director and all participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the arrangementssuch terminations; (b) Upon the CompanyBank’s termination and liquidation of the Agreement within twelve (12) months of a corporate dissolution taxed under Section 331 of the Code or with the approval of a bankruptcy court provided that the amounts deferred under the Agreement are included in the ExecutiveDirector’s gross income in the latest of the following years (or, if earlier, the taxable year in which the amount is actually or constructively received): (i) the calendar year in which the Agreement terminates; (ii) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or (c) Upon the CompanyBank’s termination and liquidation of this and all other non-account balance plans arrangements that would be aggregated with this Agreement pursuant to Treasury Regulations Section 1.409A-1(c) if the Director participated in such arrangements (as referenced in Section 409A of the Code) “Similar Arrangements”), provided that (i) such action the termination and liquidation does not occur proximate to a downturn in the financial health of the Company; Bank, (ii) all termination distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and (iii) the Company Bank does not adopt any new non-account balance plans arrangement that would be a Similar Arrangement for a minimum of three (3) years following the date of such terminationthe Bank takes all necessary action to irrevocably terminate and liquidate the Agreement; the Company Bank may distribute the vested Accrual Balance as shown on Schedule APhantom Stock Appreciation Rights Account value, determined as of the date of the termination of the Agreement, to the Executive Director in a lump sum subject to the above terms.

Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 7.2, if the Company Bank terminates this Agreement in the following circumstances: (a) Upon the Company’s termination and liquidation of the Agreement pursuant to irrevocable action taken within Within thirty (30) days before, or twelve (12) months after before a change Change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company as described in Section 409A(2)(A)(v) of the CodeControl, provided that all distributions are made no later than twelve (12) months following such irrevocable termination of the this Agreement and further provided that all of the Company’s arrangements which are substantially similar to sponsored by the Bank that would be aggregated with this Agreement under Treasury Regulation §1.409A-1(c)(2) are terminated so the Executive Director and all participants in under the similar other aggregated arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of date the Bank irrevocably takes all necessary action to terminate such arrangements; (b) Upon the Company’s termination and liquidation of the Agreement within With twelve (12) months of a corporate dissolution of the Bank taxed under Section 331 of the Code or with the approval of a bankruptcy court pursuant to 11 U.S.C. §503(b)(1)(A), provided that the amounts deferred under the this Agreement are included in the ExecutiveDirector’s gross income in the latest of the following years (or, if earlier, the taxable year in which the amount is actually or constructively received): (i) the calendar year in which the this Agreement terminates; (ii) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practicalpracticable; or (c) Upon the CompanyBank’s termination and liquidation of this and all other non-account balance plans arrangements that would be aggregated with this Agreement pursuant to Treasury Regulation §1.409A-1(c) if the Director participated in such arrangements (as referenced in Section 409A of the Code) “Similar Arrangements”), provided that (i) such action the termination and liquidation does not occur proximate to a downturn in the financial health of the Company; Bank, (ii) all distributions no payments are made no earlier than within twelve (12) months and of the termination of the arrangements other than payments that would be payable under the terms of the arrangements if the termination had not occurred, (iii) all termination distributions are made no later than twenty-four (24) months following such termination, and (iiiiv) the Company Bank does not adopt any new non-account balance plans arrangement that would be a Similar Arrangement for a minimum of three (3) years following the date of such terminationthe Bank takes all necessary action to irrevocably terminate and liquidate the Agreement; the Company Bank may distribute the vested Accrual Balance as shown on Schedule ABalance, determined as of the date of the termination of the Agreement, to the Executive Director in a lump sum subject to the above terms.”

Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 7.29.2, if the Company Bank terminates this Agreement in the following circumstances: (a) Upon the Company’s termination and liquidation of the Agreement pursuant to irrevocable action taken within Within thirty (30) days before, before or twelve (12) months after a change Change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company as described in Section 409A(2)(A)(v) of the CodeControl, provided that all distributions are made no later than twelve (12) months following such termination of the this Agreement and further provided that all the CompanyBank’s arrangements which are substantially similar to the this Agreement are terminated so the Executive Participant and all participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the arrangementssuch termination; (b) Upon the CompanyBank’s termination and liquidation of the Agreement within twelve (12) months of a corporate dissolution taxed under Section 331 of the Code or with the approval of a bankruptcy court provided that the amounts deferred under the this Agreement are included in the ExecutiveParticipant’s gross income in the latest of the following years (or, if earlier, the taxable year in which the amount is actually or constructively received): (i) the calendar year in which the this Agreement terminates; (ii) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or (c) Upon the CompanyBank’s termination and liquidation of this and all other non-account balance plans arrangements that would be aggregated with this Agreement pursuant to Treasury Regulations Section 1.409A-1(c) if the Participant participated in such arrangements (as referenced in Section 409A of the Code) “Similar Arrangements”), provided that (i) such action the termination and liquidation does not occur proximate to a downturn in the financial health of the Company; Bank, (ii) all termination United Labor Bank, F.S.B. Performance Driven Plan distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and (iii) the Company Bank does not adopt any new non-account balance plans arrangement that would be a Similar Arrangement for a minimum of three (3) years following the date of such terminationthe Bank takes all necessary action to irrevocably terminate and liquidate the Agreement; the Company Bank may distribute the vested Accrual Balance as shown on Schedule ADeferral Account balance, determined as of the date of the termination of the this Agreement, to the Executive Participant in a lump sum subject to the above terms.

Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 7.28.2, if the Company terminates this Agreement terminates in the following circumstances: (a) Upon the Company’s termination and liquidation of the Agreement pursuant to irrevocable action taken within Within thirty (30) days before, before or twelve (12) months after a change Change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company as described in Section 409A(2)(A)(v) of the CodeControl, provided that all distributions are made no later than twelve (12) months following such termination of the Agreement and further provided that all the Company’s Bank's arrangements which are substantially similar to the Agreement are terminated so the Executive and all participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the arrangements; (b) Upon the CompanyBank’s termination and liquidation of the Agreement within twelve (12) months of a corporate dissolution taxed under Section 331 of the Code or with the approval of a bankruptcy court provided that the amounts deferred under the Agreement are included in the Executive’s 's gross income in the latest of the following years (or, if earlier, the taxable year in which the amount is actually or constructively received): (i) the calendar year in which the Agreement terminates; (ii) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or (c) Upon the CompanyBank’s termination and liquidation of this and all other non-account balance plans arrangements that would be aggregated with this Agreement pursuant to Treasury Regulations Section 1.409A-1(c) if the Executive participated in such arrangements (as referenced in Section 409A of the Code) “Similar Arrangements”), provided that (i) such action the termination and liquidation does not occur proximate to a downturn in the financial health of the Company; Bank, (ii) all termination distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and (iii) the Company Bank does not adopt any new non-account balance plans arrangement that would be a Similar Arrangement for a minimum of three (3) years following the date of such terminationthe Bank takes all necessary action to irrevocably terminate and liquidate the Agreement; the Company then Two River Community Bank may distribute the vested Accrual Balance as shown on Schedule Aamount that Two River Community Bank has accrued with respect to its obligations hereunder, determined as of the date of the termination of the Agreement, to the Executive in a lump sum subject to the above terms.. The following Section 9.10 shall be added to the Agreement immediately following Section 9.9: TWO RIVER COMMUNITY BANK Supplemental Executive Retirement Agreements

Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 7.210.2, if the Company Bank terminates this Agreement in the following circumstances: (a) Upon the Company’s termination and liquidation of the Agreement pursuant to irrevocable action taken within Within thirty (30) days before, before or twelve (12) months after a change Change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company as described in Section 409A(2)(A)(v) of the CodeControl, provided that all distributions are made no later than twelve (12) months following such termination of the this Agreement and further provided that all the CompanyBank’s arrangements which are substantially similar to the this Agreement are terminated so the Executive and all participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the arrangementssuch termination; (b) Upon the CompanyBank’s termination and liquidation of the Agreement within twelve (12) months of a corporate dissolution taxed under Section 331 of the Code or with the approval of a bankruptcy court provided that the amounts deferred under the this Agreement are included in the Executive’s gross income in the latest of the following years (or, if earlier, the taxable year in which the amount is actually or constructively received): (i) the calendar year in which the this Agreement terminates; (ii) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or (c) Upon the CompanyBank’s termination and liquidation of this and all other non-account balance plans arrangements that would be aggregated with this Agreement pursuant to Treasury Regulations Section 1.409A-1(c) if the Executive participated in such arrangements (as referenced in Section 409A of the Code) “Similar Arrangements”), provided that (i) such action the termination and liquidation does not occur proximate to a downturn in the financial health of the Company; Bank, (ii) all termination distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and (iii) the Company Bank does not adopt any new non-account balance plans arrangement that would be a Similar Arrangement for a minimum of three (3) years following the date of such terminationthe Bank takes all necessary action to irrevocably terminate and liquidate the Agreement; the Company Bank may distribute the vested Accrual Balance as shown on Schedule ADeferral Account balance, determined as of the date of the termination of the this Agreement, to the Executive in a lump sum subject to the above terms.

Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 7.29.2, if the Company terminates this Agreement terminates in the following circumstances: (a) Upon the Company’s termination and liquidation of the Agreement pursuant to irrevocable action taken within Within thirty (30) days before, before or twelve (12) months after a change Change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company as described in Section 409A(2)(A)(v) of the CodeControl, provided that all distributions are made no later than twelve (12) months following such termination of the Agreement and further provided that all the CompanyBank’s arrangements which are substantially similar to the Agreement are terminated so the Executive Trustee and all participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the arrangementssuch terminations; (b) Upon the CompanyBank’s termination and liquidation of the Agreement within twelve (12) months of a corporate dissolution taxed under Section 331 of the Code or with the approval of a bankruptcy court provided that the amounts deferred under the Agreement are included in the ExecutiveTrustee’s gross income in the latest of the following years (or, if earlier, the taxable year in which the amount is actually or constructively received): (i) the calendar year in which the Agreement terminates; (ii) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or (c) Upon the CompanyBank’s termination and liquidation of this and all other non-account balance plans arrangements that would be aggregated with this Agreement pursuant to Treasury Regulations Section 1.409A-1(c) if the Trustee participated in such arrangements (as referenced in Section 409A of the Code) “Similar Arrangements”), provided that (i) such action the termination and liquidation does not occur proximate to a downturn in the financial health of the Company; Bank, (ii) all termination distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and (iii) the Company Bank does not adopt any new non-account balance plans arrangements that would be a Similar Arrangement for a minimum of three (3) years following the date of such terminationthe Bank takes all necessary action to irrevocably terminate and liquidate the Agreement; the Company Bank may distribute the vested Accrual Balance appropriate benefit as shown on Schedule A, provided for within this Agreement and determined as of the date of the termination of the Agreement, to the Executive Trustee in a lump sum subject to the above terms.. PLUMAS BANK SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT

Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 7.28.2, if the Company terminates this Agreement in the following circumstances: (a) Upon the Company’s termination and liquidation of the Agreement pursuant to irrevocable action taken within Within thirty (30) days before, or twelve (12) months after a change in the ownership or effective control of the Company, or a Change in the ownership of a substantial portion of the assets of the Company as described in Section 409A(2)(A)(v) of the CodeControl, provided that all distributions are made no later than twelve (12) months following such termination of the Agreement and further provided that all the Company’s arrangements which are substantially similar to the Agreement are terminated so the Executive and all participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12l 2) months of the termination of the arrangements; (b) Upon the Company’s termination and liquidation of the Agreement within twelve (12) months of a corporate dissolution taxed under Section 331 of the Code or with the approval of a bankruptcy court provided that the amounts deferred under the Agreement are included in the Executive’s gross income in the latest of the following years (or, if earlier, the taxable year in which the amount is actually or constructively received): (i) the calendar year in which the Agreement terminates; (ii) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or (c) Upon the Company’s termination and liquidation of this and all other non-account balance plans arrangements that would be aggregated with this Agreement pursuant to Treasury Regulations Section 1.409A-1(c) if the Executive participated in such arrangements (as referenced in Section 409A of the Code) “Similar Arrangements), provided that (i) such action the termination and liquidation does not occur proximate to a downturn in the financial health of the Company; , (ii) all termination distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and (iii) the Company does not adopt any new non-account balance plans arrangement that would be a Similar Arrangement for a minimum of three (3) years following the date of such terminationthe Company takes all necessary action to irrevocably terminate and liquidate the Agreement; the Company may distribute the vested Accrual Balance as shown on Schedule Aamount which the company has accrued with respect to the Company’s obligations hereunder, determined as of the date of the termination of the Agreement, to the Executive in a lump sum subject to the above terms.

Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 7.2, if the Company terminates this Agreement terminates in the following circumstances: (a) Upon the Company’s termination and liquidation of the Agreement pursuant to irrevocable action taken within Within thirty (30) days before, before or twelve (12) months after a change in the ownership or effective control Change of the Company, or in the ownership of a substantial portion of the assets of the Company as described in Section 409A(2)(A)(v) of the CodeControl, provided that all distributions are made no later than twelve (12) months following such termination of the Agreement and further provided that all the CompanyBank’s arrangements which are substantially similar to the Agreement are terminated so the Executive and all participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the arrangementssuch terminations; (b) Upon the CompanyBank’s termination and liquidation of the Agreement within twelve (12) months of a corporate dissolution taxed under Section 331 of the Code or with the approval of a bankruptcy court court, provided that the amounts deferred under the Agreement are included in the Executive’s gross income in the latest of the following years (or, if earlier, the taxable year in which the amount is actually or constructively received): (i) the calendar year in which the Agreement terminates; (ii) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or (c) Upon the CompanyBank’s termination and liquidation of this and all other non-account balance plans arrangements that would be aggregated with this Agreement pursuant to Treasury Regulations Section 1.409A-1(c) if the Executive participated in such arrangements (as referenced in Section 409A of the Code) “Similar Arrangements”), provided that (i) such action the termination and liquidation does not occur proximate to a downturn in the financial health of the Company; Bank, (ii) all termination distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and (iii) the Company Bank does not adopt any new non-account balance plans arrangement that would be a Similar Arrangement for a minimum of three (3) years following the date of such terminationthe Bank takes all necessary action to irrevocably terminate and liquidate the Agreement; the Company Bank may distribute the vested Accrual Balance as shown on Schedule Aamount accrued under GAAP, determined as of the date of the termination of the Agreement, to the Executive in a lump sum subject to the above terms.

Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 7.29.2, if the Company terminates this Agreement in the following circumstances: (a) Upon the Company’s termination and liquidation of the Agreement pursuant to irrevocable action taken within thirty (30) days before, or twelve (12) months after a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company as described in Section 409A(2)(A)(v) of the Code, provided that all distributions are made no later than twelve (12) months following such termination of the Agreement and further provided that all the Company’s arrangements which are substantially similar to the Agreement are terminated so the Executive Director and all participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the arrangements; (b) Upon the Company’s termination and liquidation of the Agreement within twelve (12) months of a corporate dissolution taxed under Section 331 of the Code or with the approval of a bankruptcy court provided that the amounts deferred under the Agreement are included in the ExecutiveDirector’s gross income in the latest of the following years (or, if earlier, the taxable year in which the amount is actually or constructively received): (i) the calendar year in which the Agreement terminates; (ii) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or (c) Upon the Company’s termination and liquidation of this and all other non-account balance plans (as referenced in Section 409A of the Code) provided that (i) such action does not occur proximate to a downturn in the financial health of the Company; (ii) all distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and (iii) the Company does not adopt any new non-account balance plans for a minimum of three (3) years following the date of such termination; the Company may distribute the vested Accrual Balance as shown on Schedule ADeferral Account balance, determined as of the date of the termination of the Agreement, to the Executive Director in a lump sum subject to the above terms.

Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 7.2, if the Company terminates this Agreement in the following circumstances: (a) Upon the Company’s termination and liquidation of the Agreement pursuant to irrevocable action taken within Within thirty (30) days before, or twelve (12) months after a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company as described in Section 409A(2)(A)(v) of the Code, provided that all distributions are made no later than twelve (12) months following such termination of the Agreement and further provided that all the Company’s arrangements which are substantially similar to the Agreement are terminated so the Executive and all participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the arrangements; (b) Upon the Company’s termination and liquidation of the Agreement within twelve (12) months of a corporate dissolution taxed under Section 331 of the Code or with the approval of a bankruptcy court provided that the amounts deferred under the Agreement are included in the Executive’s gross income in the latest of the following years (or, if earlier, the taxable year in which the amount is actually or constructively received): (i) the calendar year in which the Agreement terminates; (ii) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or (c) Upon the Company’s termination and liquidation of this and all other non-account balance plans (as referenced in Section 409A of the Code) Code or the regulations thereunder), provided that (i) such action does not occur proximate to a downturn in the financial health of the Company; (ii) all distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and (iii) the Company does not adopt any new non-account balance plans for a minimum of three five (35) years following the date of such termination; the Company may distribute the vested Accrual Balance as shown on Schedule Aamount the Company has accrued with respect to the Company’s obligations hereunder, determined as of the date of the termination of the Agreement, to the Executive in a lump sum subject to the above terms.

Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 7.28.3 above, if the Company terminates this Agreement in is terminated under any of the following circumstances, then the Bank may distribute the Account Value, as determined as of the date of such termination, to the Executive in a lump sum, subject to the terms set forth below: (a) Upon the Company’s termination and liquidation of the Agreement pursuant to irrevocable action taken within Within thirty (30) days before, before or twelve (12) months after a change Change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company as described in Section 409A(2)(A)(v) of the CodeControl, provided that all distributions are made no later than twelve (12) months following such termination of the this Agreement and further provided that all of the CompanyBank’s arrangements which that are substantially similar to the this Agreement are likewise terminated so that the Executive and all participants in the such similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the arrangementssuch terminations; (b) Upon the CompanyBank’s termination and liquidation of the Agreement within twelve (12) months of a corporate dissolution taxed under Section 331 of the Code or with the approval of a bankruptcy court the Federal Deposit Insurance Corporation or any successor federal agency, provided that the amounts deferred under the this Agreement are included in the Executive’s gross income in the latest of the following years (or, if earlier, the taxable year in which the amount is actually or constructively received): (i) the calendar year in which the this Agreement terminatesis terminated; (ii) the first calendar year in which the amount payable to the Executive under this Agreement is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or (c) Upon the CompanyBank’s termination and liquidation of this Agreement and all other non-account balance plans arrangements that would be aggregated with this Agreement pursuant to Treasury Regulations Section 1.409A-1(c) if the Executive participated in such arrangements (as referenced in Section 409A of the Code) “Similar Arrangements”), provided that (i) such action termination and accompanying liquidation of the Account Value does not occur proximate to a downturn in the financial health of the Company; Bank, (ii) all termination distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and (iii) the Company Bank does not adopt any new non-account balance plans arrangement that would be a Similar Arrangement for a minimum of three (3) years following the date of such termination; on which the Company may distribute Bank takes all necessary action to irrevocably terminate this Agreement and liquidate the vested Accrual Balance as shown on Schedule A, determined as of the date of the termination of the Agreement, to the Executive in a lump sum subject to the above termsAccount Value.

Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 7.29.2, if the Company terminates this Agreement may be terminated in the following circumstances: (a) Upon the Company’s termination and liquidation of the Agreement pursuant to irrevocable action taken within Within thirty (30) days before, before or twelve (12) months after a change Change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company as described in Section 409A(2)(A)(v) of the CodeControl, provided that all distributions are made no later than twelve (12) months following such termination of the Agreement and further provided that all the CompanyBank’s arrangements which are substantially similar to the Agreement are terminated so the Executive and all participants in the such similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the arrangementssuch terminations; (b) Upon the CompanyBank’s termination and liquidation of the Agreement within twelve (12) months of a corporate dissolution taxed under Section 331 of the Code or with the approval of a bankruptcy court provided that the amounts deferred under the Agreement are included in the Executive’s gross income in the latest of the following years (or, if earlier, the taxable year in which the amount is actually or constructively received): (i) the calendar year in which the Agreement terminates; (ii) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or (c) Upon the CompanyBank’s termination and liquidation of this and all other non-account balance plans arrangements that would be aggregated with this Agreement pursuant to Treasury Regulations Section 1.409A-1(c) if the participant participated in such arrangements (as referenced in Section 409A of the Code) “Similar Arrangements”), provided that (i) such action the termination and liquidation does not occur proximate to a downturn in the financial health of the Company; Bank, (ii) all termination distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and (iii) the Company Bank does not adopt any new non-account balance plans arrangements that would be a Similar Arrangement for a minimum of three (3) years following the date of such termination; the Company may distribute the vested Accrual Balance as shown on Schedule A, determined as of the date of the termination of Bank takes all necessary action to irrevocably terminate and liquidate the Agreement, to the ; WashingtonFirst Bank Supplemental Executive in a lump sum subject to the above terms.Retirement Agreement

Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 7.27.2 and subject to the requirements of Code Section 409A and Treasury Regulation § 1.409A-3(j)(4)(ix), if the Company terminates this Agreement terminates in the following circumstances: (a) Upon the Company’s termination and liquidation of the Agreement pursuant to irrevocable action taken within Within thirty (30) days before, or twelve (12) months after a change in the ownership or effective control of the CompanyCorporation or Bank, or in the ownership of a substantial portion of the assets of the Company Corporation or Bank as described in Section 409A(2)(A)(v) of the Code, provided that all distributions are made no later than twelve (12) months following such termination of the Agreement and further provided that all the CompanyBank’s arrangements which are substantially similar to the Agreement are terminated so the Executive and all participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the arrangements; (b) Upon the CompanyBank’s termination and liquidation of the Agreement within twelve (12) months of a corporate dissolution taxed under Section 331 of the Code or with the approval of a bankruptcy court provided that the amounts deferred under the Agreement are included in the Executive’s gross income in the latest of the following years (or, if earlier, the taxable year in which the amount is actually or constructively received): (i) the calendar year in which the Agreement terminates; (ii) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or (c) Upon the Company’s termination and liquidation of this and all other non-account balance plans arrangements that would be aggregated with this Agreement pursuant to Treasury Regulations Section 1.409A-1(c) if the Executive participated in such arrangements (as referenced in Section 409A of the Code) “Similar Arrangements”), provided that (i) such action the termination and liquidation does not occur proximate to a downturn in the financial health of the Company; Bank, (ii) all termination distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and (iii) the Company Bank does not adopt any new non-account balance plans arrangement that would be a Similar Arrangement for a minimum of three (3) years following the date the Bank takes all necessary action to irrevocably terminate and liquidate the Agreement; or (c) Within twelve (12) months of such termination; a corporate dissolution taxed under Code Section 331, or with the Company may distribute approval of a bankruptcy court pursuant to 11 U.S.C. §503(b)(1)(A), provided that all benefits paid under the vested Accrual Balance as shown on Schedule A, determined as of Agreement are included in the date of Executive’s gross income in the latest of: (i) the calendar year which the termination of occurs; (ii) the Agreement, to calendar year in which the Executive in a lump sum amount is no longer subject to a substantial risk of forfeiture; or (iii) the above terms.first calendar year in which the payment is administratively practicable;

Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 7.2, if the Company terminates this Agreement terminates in the following circumstances: (a) Upon the Company’s termination and liquidation of the Agreement pursuant to irrevocable action taken within Within thirty (30) days before, before or twelve (12) months after a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company as described in Section 409A(2)(A)(v409A(2)( A)(v) of the Code, provided that all distributions are made no later than twelve (12) months following such termination of the Agreement and further provided that all the Company’s arrangements which are substantially similar to the Agreement are terminated so the Executive and all participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the arrangements; (b) Upon the Company’s termination and liquidation of the Agreement within twelve (12) months of a corporate dissolution taxed under Section 331 of the Code or with the approval of a bankruptcy court provided that the amounts deferred under the Agreement are included in the Executive’s gross income in the latest of the following years (or, if earlier, the taxable year in which the amount is actually or constructively received): (i) the calendar year in which the Agreement terminates; (ii) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or (c) Upon the Company’s termination and liquidation of this and all other non-account balance plans arrangements that would be aggregated with this Agreement pursuant to Treasury Regulations Section 1.409A-1(c) if the Executive participated in such arrangements (as referenced in Section 409A of the Code) “Similar Arrangements”), provided that (i) such action the termination and liquidation does not occur proximate to a downturn in the financial health of the Company; , (ii) all termination distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and (iii) the Company does not adopt any new non-account balance plans arrangement that would be a Similar Arrangement for a minimum of three (3) years following the date of such terminationthe Company takes all necessary action to irrevocably terminate and liquidate the Agreement; the Company may distribute the vested Accrual Balance as shown on Schedule Aamount the Company has accrued with respect to the Company’s obligations hereunder, determined as of the date of the termination of the Agreement, to the Executive in a lump sum subject to the above terms.

Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 7.28.2, if the Company terminates this Agreement terminates in the following circumstances: (a) Upon the Company’s termination and liquidation of the Agreement pursuant to irrevocable action taken within Within thirty (30) days before, before or twelve (12) months after a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company as described in Section 409A(2)(A)(v409A(a)(2)(A)(v) of the Code, provided that all distributions are made no later than twelve (12) months following such termination of the Agreement and further provided that all the Company’s 's arrangements which are substantially similar to the Agreement are terminated so the Executive Director and all participants in the similar arrangements Similar Arrangements (as defined below) are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the arrangements; (b) Upon the Company’s termination and liquidation of the Agreement within twelve (12) months of a corporate 's dissolution taxed under Section 331 of the Code or with the approval of a bankruptcy court provided that the amounts deferred under the Agreement are included in the Executive’s Director's gross income in the latest of the following years (or, if earlier, the taxable year in which the amount is actually or constructively received): (i) the calendar year in which the Agreement terminates; (ii) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or (c) Upon the Company’s 's termination and liquidation of this and all other non-account balance plans arrangements that would be aggregated with this Agreement pursuant to Treasury Regulations Section 1.409A-1(c) if the Director participated in such arrangements (as referenced in Section 409A of the Code) "Similar Arrangements"), provided that (i) such action the termination and liquidation does not occur proximate to a downturn in the financial health of the Company; , (ii) all termination distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and (iii) the Company does not adopt any new non-account balance plans arrangement that would be a Similar Arrangement for a minimum of three (3) years following the date of such terminationthe Company takes all necessary action to irrevocably terminate and liquidate the Agreement; the Company may distribute the vested Accrual Balance as shown on Schedule Aamount the Bank has accrued with respect to the Bank's obligations hereunder, determined as of the date of the termination of the Agreement, to the Executive Director in a lump sum subject to the above terms.

Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 7.2, if the Company terminates this Agreement in the following circumstances: (a) Upon the Company’s termination and liquidation of the Agreement pursuant to irrevocable action taken within thirty (30) days before, or twelve (12) months after a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company as described in Section 409A(2)(A)(v) of the Code, provided that all distributions are made no later than twelve (12) months following such termination of the Agreement and further provided that all the Company’s arrangements which are substantially similar to the Agreement are terminated so the Executive and all participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the arrangements; (b) Upon the Company’s termination and liquidation of the Agreement within twelve (12) 12 months of a corporate dissolution taxed under Section 331 of the Code or with the approval of a bankruptcy court provided that the amounts deferred under the Agreement are included in the Executive’s gross income in the latest of the following years (or, if earlier, the taxable year in which the amount is actually or constructively received): (i) the calendar year in which the Agreement terminates; (ii) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or (c) Upon the Company’s termination and liquidation of this and all other non-account balance plans (as referenced in Section 409A of the Code) provided that (i) such action does not occur proximate to a downturn in the financial health of the Company; (ii) all distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and (iii) the Company does not adopt any new non-account balance plans for a minimum of three (3) years following the date of such termination; the Company may distribute the vested Accrual Balance accrual balance as shown on Schedule A, determined as of the date of the termination of the Agreement, to the Executive in a lump sum subject to the above terms.

Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 7.28.2, if the Company terminates this Agreement terminates in the following circumstances: (a) Upon the Company’s termination and liquidation of the Agreement pursuant to irrevocable action taken within Within thirty (30) days before, before or twelve (12) months after a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company as described in Section 409A(2)(A)(v409A(a)(2)(A)(v) of the Code, provided that all distributions are made no later than twelve (12) months following such termination of the Agreement and further provided that all the Company’s arrangements which are substantially similar to the Agreement are terminated so the Executive Director and all participants in the similar arrangements Similar Arrangements (as defined below) are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the arrangements; (b) Upon the Company’s termination and liquidation of the Agreement within twelve (12) months of a corporate dissolution taxed under Section 331 of the Code or with the approval of a bankruptcy court provided that the amounts deferred under the Agreement are included in the ExecutiveDirector’s gross income in the latest of the following years (or, if earlier, the taxable year in which the amount is actually or constructively received): (i) the calendar year in which the Agreement terminates; (ii) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or (c) Upon the Company’s termination and liquidation of this and all other non-account balance plans arrangements that would be aggregated with this Agreement pursuant to Treasury Regulations Section 1.409A-1(c) if the Director participated in such arrangements (as referenced in Section 409A of the Code) “Similar Arrangements”), provided that (i) such action the termination and liquidation does not occur proximate to a downturn in the financial health of the Company; , (ii) all termination distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and (iii) the Company does not adopt any new non-account balance plans arrangement that would be a Similar Arrangement for a minimum of three (3) years following the date of such terminationthe Company takes all necessary action to irrevocably terminate and liquidate the Agreement; the Company may distribute the vested Accrual Balance as shown on Schedule Aamount the Bank has accrued with respect to the Bank’s obligations hereunder, determined as of the date of the termination of the Agreement, to the Executive Director in a lump sum subject to the above terms.

Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 7.210.2, if the Company terminates this Agreement terminates in the following circumstances: (a) Upon the Company’s termination and liquidation of the Agreement pursuant to irrevocable action taken within Within thirty (30) days before, before or twelve (12) months after a change Change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company as described in Section 409A(2)(A)(v) of the CodeControl, provided that all distributions are made no later than twelve (12) months following such termination of the Agreement and further provided that all the CompanyBank’s arrangements which are substantially similar to the Agreement are terminated so the Executive Director and all participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the arrangementssuch terminations; (b) Upon the CompanyBank’s termination and liquidation of the Agreement within twelve (12) months of a corporate dissolution taxed under Section 331 of the Code or with the approval of a bankruptcy court provided that the amounts deferred under the Agreement are included in the ExecutiveDirector’s gross income in the latest of the following years (or, if earlier, the taxable year in which the amount is actually or constructively received): (i) the calendar year in which the Agreement terminates; (ii) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or (c) Upon the CompanyBank’s termination and liquidation of this and all other nonarrangements that would be aggregated with this Agreement pursuant to Treasury Regulations Section 1.409A-account balance plans l(c) if the Director participated in such arrangements (as referenced in Section 409A of the Code) “Similar Arrangements”), provided that (i) such action the termination and liquidation does not occur proximate to a downturn in the financial health of the Company; Bank, (ii) all termination distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and (iii) the Company Bank does not adopt any new non-account balance plans arrangement that would be a Similar Arrangement for a minimum of three (3) years following the date of such terminationthe Bank takes all necessary action to irrevocably terminate and liquidate the Agreement; the Company Bank may distribute the vested Accrual Balance as shown on Schedule APhantom Stock Appreciation Rights Account value, determined as of the date of the termination of the Agreement, to the Executive Director in a lump sum subject to the above terms.

Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 7.210.2, if the Company terminates this Agreement terminates in the following circumstances: (a) Upon the Company’s termination and liquidation of the Agreement pursuant to irrevocable action taken within Within thirty (30) days before, before or twelve (12) months after a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company as described in Section 409A(2)(A)(v409A(a)(2)(A)(v) of the Code, provided that all distributions are made no later than twelve (12) months following such termination of the Agreement and further provided that all the Company’s arrangements which are substantially similar to the Agreement are terminated so the Executive Director and all participants in the similar arrangements Similar Arrangements (as defined below) are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the arrangements; (b) Upon the Company’s termination and liquidation of the Agreement within twelve (12) months of a corporate dissolution taxed under Section 331 of the Code or with the approval of a bankruptcy court provided that the amounts deferred under the Agreement are included in the ExecutiveDirector’s gross income in the latest of the following years (or, if earlier, the taxable year in which the amount is actually or constructively received): (i) the calendar year in which the Agreement terminates; (ii) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or (c) Upon the Company’s termination and liquidation of this and all other non-account balance plans arrangements that would be aggregated with this Agreement pursuant to Treasury Regulations Section 1.409A-1(c) if the Director participated in such arrangements (as referenced in Section 409A of the Code) “Similar Arrangements”), provided that (i) such action the termination and liquidation does not occur proximate to a downturn in the financial health of the Company; , (ii) all termination distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and (iii) the Company does not adopt any new non-account balance plans arrangement that would be a Similar Arrangement for a minimum of three (3) years following the date of such terminationthe Company takes all necessary action to irrevocably terminate and liquidate the Agreement; the Company may distribute the vested Accrual Balance as shown on Schedule ADeferral Account balance, determined as of the date of the termination of the Agreement, to the Executive Director in a lump sum subject to the above terms.

Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 7.27.2 and subject to the requirements of Code Section 409A and Treasury Regulation § 1.409A-3(j)(4)(ix), if the Company terminates this Agreement terminates in the following circumstances: (a) Upon the Company’s termination and liquidation of the Agreement pursuant to irrevocable action taken within Within thirty (30) days before, or twelve (12) months after a change in the ownership or effective control of the CompanyCorporation or Bank, or in the ownership of a substantial portion of the assets of the Company Corporation or Bank as described in Section 409A(2)(A)(v) of the Code, provided that all distributions are made no later than twelve (12) months following such termination of the Agreement and further provided that all the CompanyBank’s arrangements which are substantially similar to the Agreement are terminated so the Executive and all participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the arrangements; (b) Upon the CompanyBank’s termination and liquidation of the Agreement within twelve (12) months of a corporate dissolution taxed under Section 331 of the Code or with the approval of a bankruptcy court provided that the amounts deferred under the Agreement are included in the Executive’s gross income in the latest of the following years (or, if earlier, the taxable year in which the amount is actually or constructively received): (i) the calendar year in which the Agreement terminates; (ii) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or (c) Upon the Company’s termination and liquidation of this and all other non-account balance plans arrangements that would be aggregated with this Agreement pursuant to Treasury Regulations Section 1.409A-1(c) if the Executive participated in such arrangements (as referenced in Section 409A of the Code) “Similar Arrangements”), provided that (i) such action the termination and liquidation does not occur proximate to a downturn in the financial health of the Company; Bank, (ii) all termination distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and (iii) the Company Bank does not adopt any new non-account balance plans arrangement that would be a Similar Arrangement for a minimum of three (3) years following the date the Bank takes all necessary action to irrevocably terminate and liquidate the Agreement; or (c) Within twelve (12) months of such terminationa corporate dissolution taxed under Code Section 331, or with the approval of a bankruptcy court pursuant to 11 U.S.C. §503(b)(1)(A), provided that all benefits paid under the Agreement are included in the Executive’s gross income in the latest of: (i) the calendar year which the termination occurs; (ii) the Company calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the payment is administratively practicable; then if this Agreement terminates under Section 7.3(a), the Bank may distribute the vested Accrual Balance as shown on Schedule Aactuarial equivalent of the present value of the Change of Control Benefit provided in Section 2.3 using a discount rate of five percent (5%) to the Executive in a lump sum subject to the above terms, or then if this Agreement terminates under Section 7.3(b) or Section 7.3(c), the Bank may distribute the Accrued Benefit, determined as of the date of the termination of the Agreement, to the Executive in a lump sum subject to the above terms.

Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 7.28.2, if the Company terminates this Agreement terminates in the following circumstances: (a) Upon the Company’s termination and liquidation of the Agreement pursuant to irrevocable action taken within Within thirty (30) days before, before or twelve (12) months after a change Change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company as described in Section 409A(2)(A)(v) of the CodeControl, provided that all distributions are made no later than twelve (12) months following such termination of the Agreement and further provided that all the Company’s Bank's arrangements which are substantially similar to the Agreement are terminated so the Executive and all participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the arrangementssuch terminations; (b) Upon the CompanyBank’s termination and liquidation of the Agreement within twelve (12) months of a corporate dissolution taxed under Section 331 of the Code or with the approval of a bankruptcy court court, provided that the amounts deferred under the Agreement are included in the Executive’s 's gross income in the latest of the following years (or, if earlier, the taxable year in which the amount is actually or constructively received): (i) the calendar year in which the Agreement terminates; (ii) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or (c) Upon the CompanyBank’s termination and liquidation of this and all other non-account balance plans arrangements that would be aggregated with this Agreement pursuant to Treasury Regulations Section 1.409A-1(c) if the Executive participated in such arrangements (as referenced in Section 409A of the Code) “Similar Arrangements”), provided that (i) such action the termination and liquidation does not occur proximate to a downturn in the financial health of the Company; Bank, (ii) all termination distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and (iii) the Company Bank does not adopt any new non-account balance plans arrangement that would be a Similar Arrangement for a minimum of three (3) years following the date of such terminationthe Bank takes all necessary action to irrevocably terminate and liquidate the Agreement; the Company Bank may distribute the vested Accrual Balance as shown on Schedule Aactuarial equivalent of the present value of the Early Termination benefit, determined as of the date of the termination of the Agreement, to the THE NATIONAL BANK OF BLACKSBURG Salary Continuation Agreement Executive in a lump sum subject to the above terms.

Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 7.210.2, if the Company Bank terminates this Agreement in the following circumstances: (a) Upon the Company’s termination and liquidation of the Agreement pursuant to irrevocable action taken within Within thirty (30) days before, before or twelve (12) months after a change Change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company as described in Section 409A(2)(A)(v) of the CodeControl, provided that all distributions are made no later than twelve (12) months following such termination of the this Agreement and further provided that all the Company’s Bank's arrangements which are substantially similar to the this Agreement are terminated so the Executive Employee and all participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the arrangementssuch termination; (b) Upon the CompanyBank’s termination and liquidation of the Agreement within twelve (12) months of a corporate dissolution taxed under Section 331 of the Code or with the approval of a bankruptcy court provided that the amounts deferred under the this Agreement are included in the Executive’s Employee's gross income in the latest of the following years (or, if earlier, the taxable year in which the amount is actually or constructively received): (i) the calendar year in which the this Agreement terminates; (ii) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or (c) Upon the CompanyBank’s termination and liquidation of this and all other non-account balance plans arrangements that would be aggregated with this Agreement pursuant to Treasury Regulations Section 1.409A-1(c) if the Employee participated in such arrangements (as referenced in Section 409A of the Code) “Similar Arrangements”), provided that (i) such action the termination and liquidation does not occur proximate to a downturn in the financial health of the Company; Bank, (ii) all termination distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and (iii) the Company Bank does not adopt any new non-account balance plans arrangement that would be a Similar Arrangement for a minimum of three (3) years following the date of such terminationthe Bank takes all necessary action to irrevocably terminate and liquidate the Agreement; the Company Bank may distribute the vested Accrual Balance as shown on Schedule ADeferral Account balance, determined as of the date of the termination of the this Agreement, to the Executive Employee in a lump sum subject to the above terms.

Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 7.2herein, if the Company terminates this Agreement may be terminated by the Employer or its successor, and distributions hereunder accelerated as provided below in the following circumstances: (a) Upon the Company’s termination and liquidation of the Agreement pursuant to irrevocable action taken within Within thirty (30) days before, before or twelve (12) months after a change in the ownership or effective control of the CompanyEmployer, or in the ownership of a substantial portion of the assets of the Company Employer as described in Section section 409A(2)(A)(v) of the Code, provided that all distributions are made no later than twelve (12) months following such termination of the Agreement and further provided that all the CompanyEmployer’s arrangements which are substantially similar to the Agreement are terminated so the Executive and all participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the arrangementssuch terminations; (b) Upon the CompanyEmployer’s termination and liquidation of the Agreement within twelve (12) months of a corporate dissolution taxed under Section 331 of the Code or with the approval of a bankruptcy court provided that the amounts deferred under the Agreement are included in the Executive’s gross income in the latest of the following years (or, if earlier, the taxable year in which the amount is actually or constructively received): of: (i) the calendar year in which the Agreement terminates; (ii) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or (c) Upon the CompanyEmployer’s termination and liquidation of this and all other non-account balance plans arrangements that would be aggregated with this Agreement pursuant to Treasury Regulations section 1.409A-1(c) if the Executive participated in such arrangements (as referenced in Section 409A of the Code) “Similar Arrangements”), provided that that: (i) such action the termination and liquidation does not occur proximate to a downturn in the financial health of the Company; Employer, (ii) all termination distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and (iii) the Company Employer does not adopt any new non-account balance plans arrangement that would be a Similar Arrangement for a minimum of three (3) years following the date of such terminationthe Employer takes all necessary action to irrevocably terminate and liquidate the Agreement; the Company Employer may distribute the vested Accrual Balance as shown on Schedule AAnnual Benefit, determined as of the date of the termination of the Agreement, to the Executive in a lump sum subject to the above terms.. XXXXX XXXXXXXXXX & LONG PC

Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 7.28.2, if the Company terminates this Agreement terminates in the following circumstances: (a) Upon the Company’s termination and liquidation of the Agreement pursuant to irrevocable action taken within Within thirty (30) days before, before or twelve (12) months after a change Change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company as described in Section 409A(2)(A)(v) of the CodeControl, provided that all distributions are made no later than twelve (12) months following such termination of the Agreement and further provided that all the Company’s arrangements which are substantially similar to the Agreement are terminated so the Executive and all participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the arrangementssuch terminations; (b) Upon the Company’s termination and liquidation of the Agreement within twelve (12) months of a corporate dissolution taxed under Section 331 of the Code or with the approval of a bankruptcy court court, provided that the amounts deferred under the Agreement are included in the Executive’s gross income in the latest of the following years (or, if earlier, the taxable year in which the amount is actually or constructively received): (i) the calendar year in which the Agreement terminates; (ii) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or (c) Upon the Company’s termination and liquidation of this and all other nonarrangements that would be aggregated with this Agreement pursuant to Treasury Regulations Section 1.409A-account balance plans l(c) if the Executive participated in such arrangements (as referenced in Section 409A of the Code) “Similar Arrangements”), provided that (i) such action the termination and liquidation does not occur proximate to a downturn in the financial health of the Company; , (ii) all termination distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and (iii) the Company does not adopt any new non-account balance plans arrangement that would be a Similar Arrangement for a minimum of three (3) years following the date of such terminationthe Company takes all necessary action to irrevocably terminate and liquidate the Agreement; the Company may distribute the vested Accrual Balance as shown on Schedule AAccount Value, determined as of the date of the termination of the Agreement, to the Executive in a lump sum subject to the above terms.

Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 7.29.2, if the Company terminates this Agreement is terminated in the following circumstances: (a) Upon the Company’s termination and liquidation of the Agreement pursuant to irrevocable action taken within Within thirty (30) days before, or twelve (12) months after a change Change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company as described in Section 409A(2)(A)(v) of the CodeControl, provided that all distributions are made no later than twelve (12) months following such termination of the Agreement and further provided that all the Company’s arrangements which are substantially similar to the Agreement are terminated so the Executive Director and all participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the arrangements; (b) Upon the Company’s termination and liquidation of the Agreement within twelve (12) months of a corporate dissolution taxed under Section 331 of the Code or with the approval of a bankruptcy court provided that the amounts deferred under the Agreement are included in the ExecutiveDirector’s gross income in the latest of the following years (or, if earlier, the taxable year in which the amount is actually or constructively received): (i) the calendar year in which the Agreement terminates; (ii) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; oror THE FIRST NATIONAL BANK OF MIFFLINTOWN Director Revenue Neutral Retirement Agreement (c) Upon the Company’s termination and liquidation of this and all other non-account balance plans arrangements that would be aggregated with this Agreement pursuant to Treasury Regulations Section 1.409A-1(c) if the Director participated in such arrangements (as referenced in Section 409A of the Code) “Similar Arrangements”), provided that (i) such action the termination and liquidation does not occur proximate to a downturn in the financial health of the Company; , (ii) all termination distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and (iii) the Company does not adopt any new non-account balance plans arrangement that would be a Similar Arrangement for a minimum of three (3) years following the date of such terminationthe Company takes all necessary action to irrevocably terminate and liquidate the Agreement; the Company may distribute the vested Accrual Balance as shown on Schedule ARetirement Account balance, determined as of the Plan Anniversary Date immediately preceding the date of the termination of the Agreement, to the Executive Director in a lump sum subject to the above terms.

Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 7.28.2, if the Company terminates this Agreement in the following circumstances: (a) Upon the Company’s termination and liquidation of the Agreement pursuant to irrevocable action taken within Within thirty (30) days before, or twelve (12) months after a change Change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company as described in Section 409A(2)(A)(v) of the CodeControl, provided that all distributions are made no later than twelve (12) months following such termination of the Agreement and further provided that all the Company’s arrangements which are substantially similar to the Agreement are terminated so the Executive and all participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the arrangements; (b) Upon the Company’s termination and liquidation of the Agreement within twelve (12) months of a corporate dissolution taxed under Section 331 of the Code or with the approval of a bankruptcy court provided that the amounts deferred under the Agreement are included in the Executive’s gross income in the latest of the following years (or, if earlier, the taxable year in which the amount is actually or constructively received): (i) the calendar year in which the Agreement terminates; (ii) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which Community Bank of Tri-County Salary Continuation Agreement the distribution is administratively practical; or (c) Upon the Company’s termination and liquidation of this and all other non-account balance plans arrangements that would be aggregated with this Agreement pursuant to Treasury Regulations Section 1.409A-1(c) if the Executive participated in such arrangements (as referenced in Section 409A of the Code) “Similar Arrangements”), provided that (i) such action the termination and liquidation does not occur proximate to a downturn in the financial health of the Company; , (ii) all termination distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and (iii) the Company does not adopt any new non-account balance plans arrangement that would be a Similar Arrangement for a minimum of three (3) years following the date of such terminationthe Company takes all necessary action to irrevocably terminate and liquidate the Agreement; the Company may distribute the vested Accrual Balance as shown on Schedule Aamount which the Company has accrued with respect to the Company’s obligations hereunder, determined as of the date of the termination of the Agreement, to the Executive in a lump sum subject to the above terms.

Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 7.28.2, but subject to the applicable requirements of Section 409A of the Code, if the Company terminates this Agreement terminates in the following circumstances: (a) Upon the Company’s termination and liquidation of the Agreement pursuant to irrevocable action taken within Within thirty (30) days before, before or twelve (12) months after a change Change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company as described in Section 409A(2)(A)(v) of the CodeControl, provided that all distributions are made no later than twelve (12) months following such termination of the Agreement and further provided that all the CompanyBank’s arrangements which are substantially similar to the Agreement are terminated with respect to the participants therein who experienced the Change in Control so the Executive and all such participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the arrangementssuch terminations; (b) Upon the CompanyBank’s termination and liquidation of the Agreement within twelve (12) months of a corporate dissolution taxed under Section 331 of the Code or with the approval of a bankruptcy court court, provided that the amounts deferred under the Agreement are included in the Executive’s gross income in the latest of the following years (or, if earlier, the taxable year in which the amount is actually or constructively received): (i) the calendar year in which the Agreement terminates; (ii) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or (c) Upon the CompanyBank’s termination and liquidation of this and all other non-account balance plans arrangements that would be aggregated with this Agreement pursuant to Treasury Regulations Section 1.409A-1(c) if the Executive participated in such arrangements (as referenced in Section 409A of the Code) “Similar Arrangements”), provided that (i) such action the termination and liquidation does not occur proximate to a downturn in the financial health of the Company; Bank, (ii) all termination distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and (iii) the Company Bank does not adopt any new non-account balance plans arrangement that would be a Similar Arrangement for a minimum of three (3) years following the date of such terminationthe Bank takes all necessary action to irrevocably terminate and liquidate the Agreement; the Company Bank may distribute the vested Accrual Balance as shown on Schedule Aactuarial equivalent of the present value of the Early Termination benefit, determined as of the date of the termination of the Agreement, to the Executive in a lump sum subject to the above terms. Actuarial equivalence shall be determined on the basis of the applicable actuarial factors in the National Bankshares, Inc. Retirement Income Plan unless the Bank decides, in good faith, that other actuarial factors are more appropriate.

Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 7.210.2, if the Company terminates this Agreement terminates in the following circumstances: (a) Upon the Company’s termination and liquidation of the Agreement pursuant to irrevocable action taken within Within thirty (30) days before, before or twelve (12) months after a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company as described in Section 409A(2)(A)(v409A(a)(2)(A)(v) of the Code, provided that all distributions are made no later than twelve (12) months following such termination of the Agreement and further provided that all the Company’s 's arrangements which are substantially similar to the Agreement are terminated so the Executive Director and all participants in the similar arrangements Similar Arrangements (as defined below) are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the arrangements; (b) Upon the Company’s termination and liquidation of the Agreement within twelve (12) months of a corporate 's dissolution taxed under Section 331 of the Code or with the approval of a bankruptcy court provided that the amounts deferred under the Agreement are included in the Executive’s Director's gross income in the latest of the following years (or, if earlier, the taxable year in which the amount is actually or constructively received): (i) the calendar year in which the Agreement terminates; (ii) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or (c) Upon the Company’s 's termination and liquidation of this and all other non-account balance plans arrangements that would be aggregated with this Agreement pursuant to Treasury Regulations Section 1.409A-1(c) if the Director participated in such arrangements (as referenced in Section 409A of the Code) "Similar Arrangements"), provided that (i) such action the termination and liquidation does not occur proximate to a downturn in the financial health of the Company; , (ii) all termination distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and (iii) the Company does not adopt any new non-account balance plans arrangement that would be a Similar Arrangement for a minimum of three (3) years following the date of such terminationthe Company takes all necessary action to irrevocably terminate and liquidate the Agreement; the Company may distribute the vested Accrual Balance as shown on Schedule ADeferral Account balance, determined as of the date of the termination of the Agreement, to the Executive Director in a lump sum subject to the above terms.

Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 7.29.2, if the Company terminates this Agreement terminates in the following circumstances: (a) Upon the Company’s termination and liquidation of the Agreement pursuant to irrevocable action taken within Within thirty (30) days before, before or twelve (12) months after a change Change in the ownership or effective control of the CompanyControl, or in the ownership of a substantial portion of the assets of the Company as described in Section 409A(2)(A)(v) of the Code, provided that all distributions are made no later than twelve (12) months following such termination of the Agreement and further provided that all the Company’s arrangements which are substantially similar to the Agreement are terminated so the Executive Officer and all participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the arrangementssuch terminations; (b) Upon the Company’s termination and liquidation of the Agreement within twelve (12) months of a corporate dissolution taxed under Section 331 of the Code or with the approval of a bankruptcy court provided that the amounts deferred under the Agreement are included in the ExecutiveOfficer’s gross income in the latest of the following years (or, if earlier, the taxable year in which the amount is actually or constructively received): (i) the calendar year in which the Agreement terminates; (ii) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or (c) Upon the Company’s termination and liquidation of this and all other non-account balance plans arrangements that would be aggregated with this Agreement pursuant to Treasury Regulations Section 1.409A-1(c) if the Officer participated in such arrangements (as referenced in Section 409A of the Code) “Similar Arrangements”), provided that (i) such action the termination and liquidation does not occur proximate to a downturn in the financial health of the Company; , (ii) all termination distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and (iii) the Company does not adopt any new non-account balance plans arrangement that would be a Similar Arrangement for a minimum of three (3) years following the date of such terminationthe Company takes all necessary action to irrevocably terminate and liquidate the Agreement; the Company may distribute the vested Accrual Balance as shown on Schedule AAccount Balance, determined as of the date of the termination of the Agreement, to the Executive Officer in a lump sum subject to the above terms.

Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 7.2, if the Company terminates this Agreement terminates in the following circumstances: (a) Upon the Company’s termination and liquidation of the Agreement pursuant to irrevocable action taken within Within thirty (30) days before, before or twelve (12) months after a change in the ownership or effective control Change of the Company, or in the ownership of a substantial portion of the assets of the Company as described in Section 409A(2)(A)(v) of the CodeControl, provided that all distributions are made no later than twelve (12) months following such termination of the Agreement and further provided that all the CompanyBank’s arrangements which are substantially similar to the Agreement are terminated so the Executive and all participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the arrangements; (b) Upon the CompanyBank’s termination and liquidation of the Agreement within twelve (12) months of a corporate dissolution taxed under Section 331 of the Code or with the approval of a bankruptcy court provided that the amounts deferred under the Agreement are included in the Executive’s gross income in the latest of the following years (or, if earlier, the taxable year in which the amount is actually or constructively received): (i) the calendar year in which the Agreement terminates; (ii) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or (c) Upon the CompanyBank’s termination and liquidation of this and all other non-account balance plans arrangements that would be aggregated with this Agreement pursuant to Treasury Regulations Section 1.409A-1(c) if the Executive participated in such arrangements (as referenced in Section 409A of the Code) “Similar Arrangements”), provided that (i) such action the termination and liquidation does not occur proximate to a downturn in the financial health of the Company; Bank, (ii) all termination distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and (iii) the Company Bank does not adopt any new non-account balance plans arrangement that would be a Similar Arrangement for a minimum of three (3) years following the date of such terminationthe Bank takes all necessary action to irrevocably terminate and liquidate the Agreement; the Company Bank may distribute the vested Accrual Balance as shown on Schedule Aentire amount accrued by the Bank with respect to the Bank’s obligations hereunder, determined as of the date of the termination of the Agreement, to the Executive in a lump sum subject to the above terms.

Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 7.211.2, if the Company terminates this Agreement terminates in the following circumstances: (a) Upon the Company’s termination and liquidation of the Agreement pursuant to irrevocable action taken within Within thirty (30) days before, before or twelve (12) months after a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company as described in Section 409A(2)(A)(v409A(a)(2)(A)(v)) of the Code, provided that all distributions are made no later than twelve (12) months following such termination of the Agreement and further provided that all the Company’s arrangements which are substantially similar to the Agreement are terminated so the Executive Participant and all participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the arrangementssuch terminations; (b) Upon the Company’s termination and liquidation of the Agreement within twelve (12) months of a corporate dissolution taxed under Section 331 of the Code or with the approval of a bankruptcy court provided that the amounts deferred under the Agreement are included in the ExecutiveParticipant’s gross income in the latest of the following years (or, if earlier, the taxable year in which the amount is actually or constructively received): (i) the calendar year in which the Agreement terminates; (ii) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or (c) Upon the Company’s termination and liquidation of this and all other non-account balance plans arrangements that would be aggregated with this Agreement pursuant to Treasury Regulations Section 1.409A-1(c) if the Participant participated in such arrangements (as referenced in Section 409A of the Code) “Similar Arrangements”), provided that (i) such action the termination and liquidation does not occur proximate to a downturn in the financial health of the Company; , (ii) all termination distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and (iii) the Company does not adopt any new non-account balance plans arrangement that would be a Similar Arrangement for a minimum of three (3) years following the date of such terminationthe Company takes all necessary action to irrevocably terminate and liquidate the Agreement; the The Company may distribute the vested Accrual Balance as shown on Schedule Aamount the Company has accrued with respect to the Company’s obligations hereunder, determined as of the date of the termination of the Agreement, to the Executive Participant in a lump sum subject to the above terms.

Plan Terminations Under Section 409A. Notwithstanding anything to the ------------------------------------ contrary in Section 7.28.2, if the Company Bank terminates this Agreement in the following circumstances: (a) Upon the Company’s termination and liquidation of the Agreement pursuant to irrevocable action taken within Within thirty (30) days before, or twelve (12) months after a change Change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company as described in Section 409A(2)(A)(v) of the CodeControl, provided that all distributions are made no later than twelve (12) months following such termination of the Agreement and further provided that all the Company’s Bank's arrangements which are substantially similar to the Agreement are terminated so the Executive and all participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the arrangements;; PACIFIC PREMIER BANK Salary Continuation Agreement ================================================================================ (b) Upon the Company’s termination and liquidation of the Agreement within twelve (12) months of a corporate Bank's dissolution taxed under Section 331 of the Code or with the approval of a bankruptcy court provided that the amounts deferred under the Agreement are included in the Executive’s 's gross income in the latest of the following years (or, if earlier, the taxable year in which the amount is actually or constructively received): (i) the calendar year in which the Agreement terminates; (ii) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or (c) Upon the Company’s Bank's termination and liquidation of this and all other non-account balance plans (as referenced in Section 409A of the Code) Code or the regulations thereunder), provided that (i) such action does not occur proximate to a downturn in the financial health of the Company; (ii) all distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and (iii) the Company Bank does not adopt any new non-account balance plans for a minimum of three five (35) years following the date of such termination; the Company Bank may distribute the vested Accrual Balance as shown on Schedule ABalance, determined as of the date of the termination of the Agreement, to the Executive in a lump sum subject to the above terms.

Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 7.210.2, if the Company and the Bank terminates this Agreement in the following circumstances: (a) Upon the Company’s termination and liquidation of the Agreement pursuant to irrevocable action taken within Within thirty (30) days before, or twelve (12) months after a change Change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company as described in Section 409A(2)(A)(v) of the CodeControl, provided that all distributions are made no later than twelve (12) months following such termination of the Agreement and further provided that all the Company’s and the Bank's arrangements which are substantially similar to the Agreement are terminated so the Executive Director and all participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the arrangements; (b) Upon the Company’s termination and liquidation of the Agreement within twelve (12) months of a corporate Bank’s dissolution taxed under Section 331 of the Code or with the approval of a bankruptcy court provided that the amounts deferred under the Agreement are included in the Executive’s Director's gross income in the latest of the following years (or, if earlier, the taxable year in which the amount is actually or constructively received): (i) the calendar year in which the Agreement terminates; (ii) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or (c) Upon the Company’s and the Bank’s termination and liquidation of this and all other non-account balance plans (as referenced in Section 409A of the Code) Code or the regulations thereunder), provided that (i) such action does not occur proximate to a downturn in the financial health of the Company; (ii) all distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and (iii) the Company and/or the Bank does not adopt any new non-account balance plans for a minimum of three five (35) years following the date of such termination; the Company and/or the Bank may distribute the vested Accrual Balance as shown on Schedule ADeferral Account balance, determined as of the date of the termination of the Agreement, Agreement to the Executive Director, in a lump sum subject to the above terms.

Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 7.28.2, if the Company terminates this Agreement terminates in the following circumstances: (a) Upon the Company’s termination and liquidation of the Agreement pursuant to irrevocable action taken within Within thirty (30) days before, before or twelve (12) months after a change Change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company as described in Section 409A(2)(A)(v) of the CodeControl, provided that all distributions are made no later than twelve (12) months following such termination of the Agreement and further provided that all the CompanyBank’s arrangements which are substantially similar to the Agreement are terminated so the Executive and all participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the arrangementssuch terminations; (b) Upon the CompanyBank’s termination and liquidation of the Agreement within twelve (12) months of a corporate dissolution taxed under Section 331 of the Code or with the approval of a bankruptcy court court, provided that the amounts deferred under the Agreement are included in the Executive’s gross income in the latest of the following years (or, if earlier, the taxable year in which the amount is actually or constructively received): (i) the calendar year in which the Agreement terminates; (ii) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or (c) Upon the CompanyBank’s termination and liquidation of this and all other non-account balance plans arrangements that would be aggregated with this Agreement pursuant to Treasury Regulations Section 1.409A-1(c) if the Executive participated in such arrangements (as referenced in Section 409A of the Code) “Similar Arrangements”), provided that (i) such action the termination and liquidation does not occur proximate to a downturn in the financial health of the Company; Bank, (ii) all termination distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and (iii) the Company Bank does not adopt any new non-account balance plans arrangement that would be a Similar Arrangement for a minimum of three (3) years following the date of such terminationthe Bank takes all necessary action to irrevocably terminate and liquidate the Agreement; OLD LINE BANK Salary Continuation Agreement the Company Bank may distribute the vested Accrual Balance as shown on Schedule ADeferral Account balance, determined as of the date of the termination of the Agreement, to the Executive in a lump sum subject to the above terms.

Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 7.210.2, if the Company terminates this Agreement is terminated in the following circumstances: (a) Upon the Company’s termination and liquidation of the Agreement pursuant to irrevocable action taken within Within thirty (30) days before, or twelve (12) months after a change Change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company as described in Section 409A(2)(A)(v) of the CodeControl, provided that all distributions are made no later than twelve (12) months following such termination of the Agreement and further provided that all the THE FIRST NATIONAL BANK OF MIFFLINTOWN Amended and Restated Director Deferred Fee Agreement Company’s arrangements which are substantially similar to the Agreement are terminated so the Executive Director and all participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the arrangements; (b) Upon the Company’s termination and liquidation of the Agreement within twelve (12) months of a corporate dissolution taxed under Section 331 of the Code or with the approval of a bankruptcy court provided that the amounts deferred under the Agreement are included in the ExecutiveDirector’s gross income in the latest of the following years (or, if earlier, the taxable year in which the amount is actually or constructively received): (i) the calendar year in which the Agreement terminates; (ii) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or (c) Upon the Company’s termination and liquidation of this and all other non-account balance plans arrangements that would be aggregated with this Agreement pursuant to Treasury Regulations Section 1.409A-1(c) if the Director participated in such arrangements (as referenced in Section 409A of the Code) “Similar Arrangements”), provided that (i) such action the termination and liquidation does not occur proximate to a downturn in the financial health of the Company; , (ii) all termination distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and (iii) the Company does not adopt any new non-account balance plans arrangement that would be a Similar Arrangement for a minimum of three (3) years following the date of such terminationthe Company takes all necessary action to irrevocably terminate and liquidate the Agreement; the Company may distribute the vested Accrual Balance as shown on Schedule ADeferral Account balance, determined as of the date of the termination of the Agreement, to the Executive Director in a lump sum subject to the above terms.

Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 7.2, if the Company Bank terminates this Agreement in the following circumstances: (a) Upon the Company’s termination and liquidation of the Agreement pursuant to irrevocable action taken within Within thirty (30) days before, or twelve (12) months after before a change Change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company as described in Section 409A(2)(A)(v) of the CodeControl, provided that all distributions are made no later than twelve (12) months following such irrevocable termination of the this Agreement and further provided that all of the Company’s arrangements which are substantially similar to sponsored by the Bank that would be aggregated with this Agreement under Treasury Regulation §1.409A-1(c)(2) are terminated so the Executive and all participants in under the similar other aggregated arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of date the Bank irrevocably takes all necessary action to terminate such arrangements; (b) Upon the Company’s termination and liquidation of the Agreement within With twelve (12) months of a corporate dissolution of the Bank taxed under Section 331 of the Code or with the approval of a bankruptcy court pursuant to 11 U.S.C. §503(b)(1)(A), provided that the amounts deferred under the this Agreement are included in the Executive’s gross income in the latest of the following years (or, if earlier, the taxable year in which the amount is actually or constructively received): (i) the calendar year in which the this Agreement terminates; (ii) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practicalpracticable; or (c) Upon the CompanyBank’s termination and liquidation of this and all other non-account balance plans arrangements that would be aggregated with this Agreement pursuant to Treasury Regulation §1.409A-1(c) if the Executive participated in such arrangements (as referenced in Section 409A of the Code) “Similar Arrangements”), provided that (i) such action the termination and liquidation does not occur proximate to a downturn in the financial health of the Company; Bank, (ii) all distributions no payments are made no earlier than within twelve (12) months and of the termination of the arrangements other than payments that would be payable under the terms of the arrangements if the termination had not occurred, (iii) all termination distributions are made no later than twenty-four (24) months following such termination, and (iiiiv) the Company Bank does not adopt any new non-account balance plans arrangement that would be a Similar Arrangement for a minimum of three (3) years following the date of such terminationthe Bank takes all necessary action to irrevocably terminate and liquidate the Agreement; the Company Bank may distribute the vested Accrual Balance as shown on Schedule ABalance, determined as of the date of the termination of the Agreement, to the Executive in a lump sum subject to the above terms.”

Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 7.210.2, if the Company Bank terminates this Agreement in the following circumstances: (a) Upon the Company’s termination and liquidation of the Agreement pursuant to irrevocable action taken within Within thirty (30) days before, before or twelve (12) months after a change Change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company as described in Section 409A(2)(A)(v) of the CodeControl, provided that all distributions are made no later than twelve (12) months following such termination of the this Agreement and further provided that all the CompanyBank’s arrangements which are substantially similar to the this Agreement are terminated so the Executive and all participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the arrangementssuch termination; (b) Upon the CompanyBank’s termination and liquidation of the Agreement within twelve (12) months of a corporate dissolution taxed under Section 331 of the Code or with the approval of a bankruptcy court provided that the amounts deferred under the this Agreement are included in the Executive’s gross income in the latest of the following years (or, if earlier, the taxable year in which the amount is actually or constructively received): (i) the calendar year in which the this Agreement terminates; (ii) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or (c) Upon the CompanyBank’s termination and liquidation of this and all other nonarrangements that would be aggregated with this Agreement pursuant to Treasury Regulations Section 1.409A-account balance plans l(c) if the Executive participated in such arrangements (as referenced in Section 409A of the Code) “Similar Arrangements”), provided that (i) such action the termination and liquidation does not occur proximate to a downturn in the financial health of the Company; Bank, (ii) all termination distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and (iii) the Company Bank does not adopt any new non-account balance plans arrangement that would be a Similar Arrangement for a minimum of three (3) years following the date of such terminationthe Bank takes all necessary action to irrevocably terminate and liquidate the Agreement; the Company Bank may distribute the vested Accrual Balance as shown on Schedule ADeferral Account balance, determined as of the date of the termination of the this Agreement, to the Executive in a lump sum subject to the above terms.

Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 7.210.2, if the Company terminates this Agreement terminates in the following circumstances: (a) Upon the Company’s termination and liquidation of the Agreement pursuant to irrevocable action taken within Within thirty (30) days before, before or twelve (12) months after a change Change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company as described in Section 409A(2)(A)(v) of the CodeControl, provided that all distributions are made no later than twelve (12) months following such termination of the Agreement and further provided that all the CompanyBank’s arrangements which are substantially similar to the Agreement are terminated so the Executive and all participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the arrangementssuch terminations; (b) Upon the CompanyBank’s termination and liquidation of the Agreement within twelve (12) months of a corporate dissolution taxed under Section 331 of the Code or with the approval of a bankruptcy court provided that the amounts deferred under the Agreement are included in the Executive’s gross income in the latest of the following years (or, if earlier, the taxable year in which the amount is actually or constructively received): (i) the calendar year in which the Agreement terminates; (ii) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or (c) Upon the CompanyBank’s termination and liquidation of this and all other nonarrangements that would be aggregated with this Agreement pursuant to Treasury Regulations Section 1.409A-account balance plans l(c) if the Executive participated in such arrangements (as referenced in Section 409A of the Code) “Similar Arrangements”), provided that (i) such action the termination and liquidation does not occur proximate to a downturn in the financial health of the Company; Bank, (ii) all termination distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and (iii) the Company Bank does not adopt any new non-account balance plans arrangement that would be a Similar Arrangement for a minimum of three (3) years following the date of such terminationthe Bank takes all necessary action to irrevocably terminate and liquidate the Agreement; the Company Bank may distribute the vested Accrual Balance as shown on Schedule APhantom Stock Appreciation Rights Account value, determined as of the date of the termination of the Agreement, to the Executive in a lump sum subject to the above terms.

Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 7.28.2, if the Company terminates this Agreement terminates in the following circumstances: (a) Upon the Company’s termination and liquidation of the Agreement pursuant to irrevocable action taken within Within thirty (30) days before, before or twelve (12) months after a change Change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company as described in Section 409A(2)(A)(v) of the CodeControl, provided that all distributions are made no later than twelve (12) months following such termination of the Agreement and further provided that all the Company’s Bank's arrangements which are substantially similar to the Agreement are terminated so the Executive and all participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the arrangementssuch terminations; (b) Upon the CompanyBank’s termination and liquidation of the Agreement within twelve (12) months of a corporate dissolution taxed under Section 331 of the Code or with the approval of a bankruptcy court court, provided that the amounts deferred under the Agreement are included in the Executive’s 's gross income in the latest of the following years (or, if earlier, the taxable year in which the amount is actually or constructively received): (i) the calendar year in which the Agreement terminates; (ii) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or (c) Upon the CompanyBank’s termination and liquidation of this and all other non-account balance plans arrangements that would be aggregated with this Agreement pursuant to Treasury Regulations Section 1.409A-1(c) if the Executive participated in such arrangements (as referenced in Section 409A of the Code) “Similar Arrangements”), provided that (i) such action the termination and liquidation does not occur proximate to a downturn in the financial health of the Company; Bank, (ii) all termination distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and (iii) the Company Bank does not adopt any new non-account balance plans arrangement that would be a Similar Arrangement for a minimum of three (3) years following the date of such terminationthe Bank takes all necessary action to irrevocably terminate and liquidate the Agreement; the Company Bank may distribute the vested Accrual Balance as shown on Schedule Aactuarial equivalent of the present value of the Early Termination benefit, determined as of the date of the termination of the Agreement, to the Executive in a lump sum subject to the above terms.. THE NATIONAL BANK OF BLACKSBURG Salary Continuation Agreement

Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 7.2, if the Company terminates this Agreement terminates in the following circumstances: (a) Upon the Company’s termination and liquidation of the Agreement pursuant to irrevocable action taken within Within thirty (30) days before, before or twelve (12) months after a change in the ownership or effective control Change of the Company, or in the ownership of a substantial portion of the assets of the Company as described in Section 409A(2)(A)(v) of the CodeControl, provided that all distributions are made no later than twelve (12) months following such termination of the Agreement and further provided that all the Company’s arrangements which are substantially similar to the Agreement are terminated so the Executive and all participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the arrangementssuch terminations; (b) Upon the Company’s termination and liquidation of the Agreement within twelve (12) months of a corporate dissolution taxed under Section 331 of the Code or with the approval of a bankruptcy court court, provided that the amounts deferred under the Agreement are included in the Executive’s gross income in the latest of the following years (or, if earlier, the taxable year in which the amount is actually or constructively received): (i) the calendar year in which the Agreement terminates; (ii) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or (c) Upon the Company’s termination and liquidation of this and all other non-account balance plans arrangements that would be aggregated with this Agreement pursuant to Treasury Regulations Section 1.409A-1(c) if the Executive participated in such arrangements (as referenced in Section 409A of the Code) “Similar Arrangements”), provided that (i) such action the termination and liquidation does not occur proximate to a downturn in the financial health of the Company; , (ii) all termination distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and (iii) the Company does not adopt any new non-account balance plans arrangement that would be a Similar Arrangement for a minimum of three (3) years following the date of such terminationthe Company takes all necessary action to irrevocably terminate and liquidate the Agreement; the Company may distribute the vested “Accrual Balance Balance” as shown set forth on Schedule A, determined as of the date of the termination of the Agreement, to the Executive in a lump sum subject to the above terms.

Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 7.2, if the Company terminates this Agreement in the following circumstances: (a) Upon the Company’s termination and liquidation of the Agreement pursuant to irrevocable action taken within Within thirty (30) days before, or twelve (12) months after a change Change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company as described in Section 409A(2)(A)(v) of the CodeControl, provided that all distributions are made no later than twelve (12) months following such termination of the Agreement and further provided that all the Company’s arrangements which are substantially similar to the Agreement are terminated so the Executive and all participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the arrangements; (b) Upon the Company’s termination and liquidation of the Agreement within twelve (12) months of a corporate dissolution taxed under Section 331 of the Code or with the approval of a bankruptcy court provided that the amounts deferred under the Agreement are included in the Executive’s gross income in the latest of the following years (or, if earlier, the taxable year in which the amount is actually or constructively received): (i) the calendar year in which the Agreement terminates; (ii) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or (c) Upon the Company’s termination and liquidation of this and all other non-account balance plans (as referenced in Section 409A of the Code) Code or the regulations thereunder), provided that (i) such action does not occur proximate to a downturn in the financial health of the Company; (ii) all distributions other than payments that would have been payable under the terms of this Agreement are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and (iii) the Company does not adopt any new non-account balance plans for a minimum of three five (35) years following the date of such termination; the Company may distribute the vested Accrual Balance as shown on Schedule ABalance, determined as of the date of the termination of the Agreement, to the Executive in a lump sum subject to the above terms.. GREER STATE BANK Amended and Restated Salary Continuation Agreement

Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 7.2, if the Company terminates this Agreement terminates in the following circumstances: (a) Upon the Company’s termination and liquidation of the Agreement pursuant to irrevocable action taken within Within thirty (30) days before, before or twelve (12) months after a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company as described in Section 409A(2)(A)(v) of the Code, provided that all distributions are made no later than twelve (12) months following such termination of the Agreement and further provided that all the Company’s 's arrangements which are substantially similar to the Agreement are terminated so the Executive and all participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the arrangements; (b) Upon the Company’s termination and liquidation of the Agreement within twelve (12) months of a corporate dissolution taxed under Section 331 of the Code or with the approval of a bankruptcy court provided that the amounts deferred under the Agreement are included in the Executive’s 's gross income in the latest of the following years (or, if earlier, the taxable year in which the amount is actually or constructively received): (i) the calendar year in which the Agreement terminates; (ii) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or (c) Upon the CompanyBank’s termination and liquidation of this and all other non-account balance plans arrangements that would be aggregated with this Agreement pursuant to Treasury Regulations Section 1.409A-1(c) if the Executive participated in such arrangements (as referenced in Section 409A of the Code) “Similar Arrangements”), provided that (i) such action the termination and liquidation does not occur proximate to a downturn in the financial health of the Company; Bank, (ii) all termination distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and (iii) the Company Bank does not adopt any new non-account balance plans arrangement that would be a Similar Arrangement for a minimum of three (3) years following the date of such termination; the Bank takes all necessary action to irrevocably terminate and liquidate the Agreement the Company may distribute the vested Accrual Balance as shown on Schedule Aamount the Company has accrued with respect to the Company’s obligations hereunder, determined as of the date of the termination of the Agreement, to the Executive in a lump sum subject to the above terms.. The following Section 8.11 shall be added to the Agreement immediately following Section 8.10:

Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 7.210.2, if the Company terminates this Agreement terminates in the following circumstances: (a) Upon the Company’s termination and liquidation of the Agreement pursuant to irrevocable action taken within Within thirty (30) days before, before or twelve (12) months after a change Change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company as described in Section 409A(2)(A)(v) of the CodeControl, provided that all distributions are made no later than twelve (12) months following such termination of the Agreement and further provided that all the Company’s Bank's arrangements which are substantially similar to the Agreement are terminated so the Executive Director and all participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the arrangementssuch terminations; (b) Upon the Company’s termination and liquidation of the Agreement within twelve (12) months of a corporate Bank's dissolution taxed under Section 331 of the Code or with the approval of a bankruptcy court provided that the amounts deferred under the Agreement are included in the Executive’s Director's gross income in the latest of the following years (or, if earlier, the taxable year in which the amount is actually or constructively received): (i) the calendar year in which the Agreement terminates; (ii) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or (c) Upon the Company’s Bank's termination and liquidation of this and all other nonarrangements that would be aggregated with this Agreement pursuant to Treasury Regulations Section 1.409A-account balance plans l(c) if the Director participated in such arrangements (as referenced in Section 409A of the Code) “Similar Arrangements”), provided that (i) such action the termination and liquidation does not occur proximate to a downturn in the financial health of the Company; Bank, (ii) all termination distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and (iii) the Company Bank does not adopt any new non-account balance plans arrangement that would be a Similar Arrangement for a minimum of three (3) years following the date of such terminationthe Bank takes all necessary action to irrevocably terminate and liquidate the Agreement; the Company Bank may distribute the vested Accrual Balance as shown on Schedule APhantom Stock Appreciation Rights Account value, determined as of the date of the termination of the Agreement, to the Executive Director in a lump sum subject to the above terms.

Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 7.210.2, if the Company terminates this Agreement terminates in the following circumstances: (a) Upon the Company’s termination and liquidation of the Agreement pursuant to irrevocable action taken within Within thirty (30) days before, before or twelve (12) months after a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company as described in Section 409A(2)(A)(v409A(a)(2)(A)(v) of the Code, provided that all distributions are made no later than twelve (12) months following such termination of the Agreement and further provided that all the Company’s 's arrangements which are substantially similar to the Agreement are terminated so the Executive and all participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the arrangements; ; (b) Upon the Company’s termination and liquidation of the Agreement within twelve (12) months of a corporate 's dissolution taxed under Section 331 of the Code or with the approval of a bankruptcy court provided that the amounts deferred under the Agreement are included in the Executive’s 's gross income in the latest of the following years (or, if earlier, the taxable year in which the amount is actually or constructively received): (i) the calendar year in which the Agreement terminates; (ii) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or or (c) Upon the Company’s 's termination and liquidation of this and all other non-account balance plans arrangements that would be aggregated with this Agreement pursuant to Treasury Regulations Section 1.409A-1(c) if the Executive participated in such arrangements (as referenced in Section 409A of the Code) "Similar Arrangements"), provided that (i) such action the termination and liquidation does not occur proximate to a downturn in the financial health of the Company; , (ii) all termination distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and (iii) the Company does not adopt any new non-account balance plans arrangement that would be a Similar Arrangement for a minimum of three (3) years following the date of such terminationthe Company takes all necessary action to irrevocably terminate and liquidate the Agreement; the Company may distribute the vested Accrual Balance as shown on Schedule ADeferral Account balance, determined as of the date of the termination of the Agreement, to the Executive in a lump sum subject to the above terms.

Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 7.210.2, if the Company terminates this Agreement terminates in the following circumstances: (a) Upon the Company’s termination and liquidation of the Agreement pursuant to irrevocable action taken within Within thirty (30) days before, before or twelve (12) months after a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company as described in Section 409A(2)(A)(v409A(a)(2)(A)(v) of the Code, provided that all distributions are made no later than twelve (12) months following such termination of the Agreement and further provided that all the Company’s arrangements which are substantially similar to the Agreement are terminated so the Executive and all participants in the similar arrangements Similar Arrangements (as defined below) are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the arrangements; (b) Upon the Company’s termination and liquidation of the Agreement within twelve (12) months of a corporate dissolution taxed under Section 331 of the Code or with the approval of a bankruptcy court provided that the amounts deferred under the Agreement are included in the Executive’s gross income in the latest of the following years (or, if earlier, the taxable year in which the amount is actually or constructively received): (i) the calendar year in which the Agreement terminates; (ii) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or (c) Upon the Company’s termination and liquidation of this and all other non-account balance plans arrangements that would be aggregated with this Agreement pursuant to Treasury Regulations Section 1.409A-1(c) if the Executive participated in such arrangements (as referenced in Section 409A of the Code) “Similar Arrangements”), provided that (i) such action the termination and liquidation does not occur proximate to a downturn in the financial health of the Company; , (ii) all termination distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and (iii) the Company does not adopt any new non-account balance plans arrangement that would be a Similar Arrangement for a minimum of three (3) years following the date of such termination; the Company may distribute the vested Accrual Balance as shown on Schedule A, determined as of the date of the termination of takes all necessary action to irrevocably terminate and liquidate the Agreement, to the Executive in a lump sum subject to the above terms.;

Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 7.28.2, if the Company terminates this Agreement terminates in the following circumstances: (a) Upon the Company’s termination and liquidation of the Agreement pursuant to irrevocable action taken within Within thirty (30) days before, before or twelve (12) months after a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company as described in Section 409A(2)(A)(v409A(a)(2)(A)(v) of the Code, provided that all distributions are made no later than twelve (12) months following such termination of the Agreement and further provided that all the Company’s 's arrangements which are substantially similar to the Agreement are terminated so the Executive and all participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the arrangements; ; (b) Upon the Company’s termination and liquidation of the Agreement within twelve (12) months of a corporate 's dissolution taxed under Section 331 of the Code or with the approval of a bankruptcy court provided that the amounts deferred under the Agreement are included in the Executive’s 's gross income in the latest of the following years (or, if earlier, the taxable year in which the amount is actually or constructively received): (i) the calendar year in which the Agreement terminates; (ii) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or or (c) Upon the Company’s 's termination and liquidation of this and all other non-account balance plans arrangements that would be aggregated with this Agreement pursuant to Treasury Regulations Section 1.409A-1(c) if the Executive participated in such arrangements (as referenced in Section 409A of the Code) "Similar Arrangements"), provided that (i) such action the termination and liquidation does not occur proximate to a downturn in the financial health of the Company; , (ii) all termination distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and (iii) the Company does not adopt any new non-account balance plans arrangement that would be a Similar Arrangement for a minimum of three (3) years following the date of such terminationthe Company takes all necessary action to irrevocably terminate and liquidate the Agreement; the Company may distribute the vested Accrual Balance as shown on Schedule ABalance, determined as of the date of the termination of the Agreement, to the Executive in a lump sum subject to the above terms.

Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 7.211.2, if the Company terminates this Agreement terminates in the following circumstances: (a) Upon the Company’s termination and liquidation of the Agreement pursuant to irrevocable action taken within Within thirty (30) days before, before or twelve (12) months after a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company as described in Section 409A(2)(A)(v409A(a)(2)(A)(v)) of the Code, provided that all distributions are made no later than twelve (12) months following such termination of the Agreement and further provided that all the Company’s arrangements which are substantially similar to the Agreement are terminated so the Executive Participant and all participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the arrangementssuch terminations; (b) Upon the Company’s termination and liquidation of the Agreement within twelve (12) months of a corporate dissolution taxed under Section 331 of the Code or with the approval of a bankruptcy court provided that the amounts deferred under the Agreement are included in the ExecutiveParticipant’s gross income in the latest of the following years (or, if earlier, the taxable year in which the amount is actually or constructively received): (i) the calendar year in which the Agreement terminates; (ii) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or (c) Upon the Company’s termination and liquidation of this and all other non-account balance plans arrangements that would be aggregated with this Agreement pursuant to Treasury Regulations Section 1.409A-1(c) if the Participant participated in such arrangements (as referenced in Section 409A of the Code) “Similar Arrangements”), provided that (i) such action the termination and liquidation does not occur proximate to a downturn in the financial health of the Company; , (ii) all termination distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and (iii) the Company does not adopt any new non-account balance plans arrangement that would be a Similar Arrangement for a minimum of three (3) years following the date of such terminationthe Company takes all necessary action to irrevocably terminate and liquidate the Agreement; the The Company may distribute the vested Accrual Balance as shown on Schedule Aamount the Company has accrued with respect to the Company’s obligations hereunder, determined as of the date of the termination of the Agreement, to the Executive Participant in a lump sum subject to the above terms.. The following Article 17 shall be added to the Agreement immediately following Article 16:

Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 7.210.2, if the Company terminates this Agreement terminates in the following circumstances: (a) Upon the Company’s termination and liquidation of the Agreement pursuant to irrevocable action taken within Within thirty (30) days before, before or twelve (12) months after a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company as described in Section 409A(2)(A)(v409A(a)(2)(A)(v) of the Code, provided that all distributions are made no later than twelve (12) months following such termination of the Agreement and further provided that all the Company’s 's arrangements which are substantially similar to the Agreement are terminated so the Executive Director and all participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the arrangements; ; (b) Upon the Company’s termination and liquidation of the Agreement within twelve (12) months of a corporate 's dissolution taxed under Section 331 of the Code or with the approval of a bankruptcy court provided that the amounts deferred under the Agreement are included in the Executive’s Director's gross income in the latest of the following years (or, if earlier, the taxable year in which the amount is actually or constructively received): (i) the calendar year in which the Agreement terminates; (ii) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or or (c) Upon the Company’s 's termination and liquidation of this and all other non-account balance plans arrangements that would be aggregated with this Agreement pursuant to Treasury Regulations Section 1.409A-1(c) if the Director participated in such arrangements (as referenced in Section 409A of the Code) "Similar Arrangements"), provided that (i) such action the termination and liquidation does not occur proximate to a downturn in the financial health of the Company; , (ii) all termination distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and (iii) the Company does not adopt any new non-account balance plans arrangement that would be a Similar Arrangement for a minimum of three (3) years following the date of such terminationthe Company takes all necessary action to irrevocably terminate and liquidate the Agreement; the Company may distribute the vested Accrual Balance as shown on Schedule ADeferral Account balance, determined as of the date of the termination of the Agreement, to the Executive Director in a lump sum subject to the above terms.

Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 7.28.2, if the Company Bank terminates this Agreement in the following circumstances: (a) Upon the Company’s termination and liquidation of the Agreement pursuant to irrevocable action taken within Within thirty (30) days before, or twelve (12) months after before a change Change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company as described in Section 409A(2)(A)(v) of the CodeControl, provided that all distributions are made no later than twelve (12) months following such irrevocable termination of the this Agreement and further provided that all of the Company’s arrangements which are substantially similar to sponsored by the Bank that would be aggregated with this Agreement under Treasury Regulation §1.409A-1(c)(2) are terminated so the Executive and all participants in under the similar other aggregated arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of date the Bank irrevocably takes all necessary action to terminate such arrangements; (b) Upon the Company’s termination and liquidation of the Agreement within With twelve (12) months of a corporate dissolution of the Bank taxed under Section 331 of the Code or with the approval of a bankruptcy court pursuant to 11 U.S.C. §503(b)(1)(A), provided that the amounts deferred under the this Agreement are included in the Executive’s gross income in the latest of the following years (or, if earlier, the taxable year in which the amount is actually or constructively received): (i) the calendar year in which the this Agreement terminates; (ii) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practicalpracticable; or (c) Upon the CompanyBank’s termination and liquidation of this and all other non-account balance plans arrangements that would be aggregated with this Agreement pursuant to Treasury Regulation §1.409A-1(c) if the Executive participated in such arrangements (as referenced in Section 409A of the Code) “Similar Arrangements”), provided that (i) such action the termination and liquidation does not occur proximate to a downturn in the financial health of the Company; Bank, (ii) all distributions no payments are made no earlier than within twelve (12) months and of the termination of the arrangements other than payments that would be payable under the terms of the arrangements if the termination had not occurred, (iii) all termination distributions are made no later than twenty-four (24) months following such termination, and (iiiiv) the Company Bank does not adopt any new non-account balance plans arrangement that would be a Similar Arrangement for a minimum of three (3) years following the date of such terminationthe Bank takes all necessary action to irrevocably terminate and liquidate the Agreement; the Company Bank may distribute the vested Accrual Balance as shown on Schedule AAccount Value, determined as of the date of the termination of the Agreement, to the Executive in a lump sum subject to the above terms.”

Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 7.28.2, but subject to the applicable requirements of Section 409A of the Code, if the Company terminates this Agreement terminates in the following circumstances:· (a) Upon the Company’s termination and liquidation of the Agreement pursuant to irrevocable action taken within Within thirty (30) days before, before or twelve (12) months after a change Change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company as described in Section 409A(2)(A)(v) of the CodeControl, provided that all distributions are made no later than twelve (12) months following such termination of the Agreement and further provided that all the Company’s 's arrangements which are substantially similar to the Agreement are terminated with respect to the participants therein who experienced the Change in Control so the Executive and all such participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the arrangementssuch terminations; (b) Upon the Company’s termination and liquidation of the Agreement within twelve (12) months of a corporate 's dissolution taxed under Section 331 of the Code or with the approval of a bankruptcy court court, provided that the amounts deferred under the Agreement are included in the Executive’s 's gross income in the latest of the following years (or, if earlier, the taxable year in which the amount is actually or constructively received): (i) the calendar year in which the Agreement terminates; (ii) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or (c) Upon the Company’s 's termination and liquidation of this and all other nonarrangements that would be aggregated with this Agreement pursuant · to Treasury Regulations Section l.409A-account balance plans l(c) if the Executive participated in such arrangements (as referenced in Section 409A of the Code) "Similar Arrangements"), provided that (i) such action the termination and liquidation does not occur proximate to a downturn in the financial health of the Company; , (ii) all termination distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and (iii) the Company does not adopt any new non-account balance plans arrangement that would be a Similar Arrangement for a minimum of three (3) years following the date of such terminationthe Company takes all necessary action to irrevocably terminate and liquidate the Agreement; the Company may distribute the vested Accrual Balance as shown on Schedule Aactuarial equivalent of the present value of the Early Termination benefit, determined as of the date of the termination of the Agreement, to the Executive in a lump sum subject to the above terms. Actuarial equivalence shall be determined on the basis of the applicable actuarial factors in the National Bankshares, Inc. Retirement Income Plan unless the Company decides, in good faith, that other actuarial factors are more appropriate.

Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 7.28.2, but subject to the applicable requirements of Section 409A of the Code, if the Company terminates this Agreement terminates in the following circumstances: (a) Upon the Company’s termination and liquidation of the Agreement pursuant to irrevocable action taken within Within thirty (30) days before, before or twelve (12) months after a change Change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company as described in Section 409A(2)(A)(v) of the CodeControl, provided that all distributions are made no later than twelve (12) months following such termination of the Agreement and further provided that all the Company’s arrangements which are substantially similar to the Agreement are terminated with respect to the participants therein who experienced the Change in Control so the Executive and all such participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the arrangementssuch terminations; (b) Upon the Company’s termination and liquidation of the Agreement within twelve (12) months of a corporate dissolution taxed under Section 331 of the Code or with the approval of a bankruptcy court court, provided that the amounts deferred under the Agreement are included in the Executive’s gross income in the latest of the following years (or, if earlier, the taxable year in which the amount is actually or constructively received): (i) the calendar year in which the Agreement terminates; (ii) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or (c) Upon the Company’s termination and liquidation of this and all other non-account balance plans arrangements that would be aggregated with this Agreement pursuant to Treasury Regulations Section 1.409A-1(c) if the Executive participated in such arrangements (as referenced in Section 409A of the Code) “Similar Arrangements”), provided that (i) such action the termination and liquidation does not occur proximate to a downturn in the financial health of the Company; , (ii) all termination distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and (iii) the Company does not adopt any new non-account balance plans arrangement that would be a Similar Arrangement for a minimum of three (3) years following the date of such terminationthe Company takes all necessary action to irrevocably terminate and liquidate the Agreement; the Company may distribute the vested Accrual Balance as shown on Schedule Aactuarial equivalent of the present value of the Early Termination benefit, determined as of the date of the termination of the Agreement, to the Executive in a lump sum subject to the above terms. Actuarial equivalence shall be determined on the basis of the applicable actuarial factors in the National Bankshares, Inc. Retirement Income Plan unless the Company decides, in good faith, that other actuarial factors are more appropriate.

Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 7.28.2, if the Company terminates this Agreement terminates in the following circumstances: (a) Upon the Company’s termination and liquidation of the Agreement pursuant to irrevocable action taken within Within thirty (30) days before, before or twelve (12) months after a change Change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company as described in Section 409A(2)(A)(v) of the CodeControl, provided that all distributions are made no later than twelve (12) months following such termination of the Agreement and further provided that all the CompanyBank’s arrangements which are substantially similar to the Agreement are terminated so the Executive and all participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the arrangements; (b) Upon the CompanyBank’s termination and liquidation of the Agreement within twelve (12) months of a corporate dissolution taxed under Section 331 of the Code or with the approval of a bankruptcy court provided that the amounts deferred under the Agreement are included in the Executive’s gross income in the latest of the following years (or, if earlier, the taxable year in which the amount is actually or constructively received): (i) the calendar year in which the Agreement terminates; (ii) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or (c) Upon the CompanyBank’s termination and liquidation of this and all other non-account balance plans arrangements that would be aggregated with this Agreement pursuant to Treasury Regulations Section 1.409A-1(c) if the Executive participated in such arrangements (as referenced in Section 409A of the Code) “Similar Arrangements”), provided that (i) such action the termination and liquidation does not occur proximate to a downturn in the financial health of the Company; Bank, (ii) all termination distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and (iii) the Company Bank does not adopt any new non-account balance plans arrangement that would be a Similar Arrangement for a minimum of three (3) years following the date of such terminationthe Bank takes all necessary action to irrevocably terminate and liquidate the Agreement; the Company then Two River Community Bank may distribute the vested Accrual Balance as shown on Schedule Aamount that Two River Community Bank has accrued with respect to its obligations hereunder, determined as of the date of the termination of the Agreement, to the Executive in a lump sum subject to the above terms.

Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 7.210.2, if the Company Bank terminates this Agreement in the following circumstances: : (a) Upon the Company’s termination and liquidation of the Agreement pursuant to irrevocable action taken within (b) Within thirty (30) days before, before or twelve (12) months after a change Change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company as described in Section 409A(2)(A)(v) of the CodeControl, provided that all distributions are made no later than twelve (12) months following such termination of the this Agreement and further provided that all the Company’s Bank's arrangements which are substantially similar to the this Agreement are terminated so the Executive and all participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the arrangements; (b) such termination; Upon the CompanyBank’s termination and liquidation of the Agreement within twelve (12) months of a corporate dissolution taxed under Section 331 of the Code or with the approval of a bankruptcy court provided that the amounts deferred under the this Agreement are included in the Executive’s 's gross income in the latest of the following years (or, if earlier, the taxable year in which the amount is actually or constructively received): (i) the calendar year in which the this Agreement terminates; (ii) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or or (c) Upon the CompanyBank’s termination and liquidation of this and all other non-account balance plans arrangements that would be aggregated with this Agreement pursuant to Treasury Regulations Section 1.409A-1(c) if the Executive participated in such arrangements (as referenced in Section 409A of the Code) “Similar Arrangements”), provided that (i) such action the termination and liquidation does not occur proximate to a downturn in the financial health of the Company; Bank, (ii) all termination distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and (iii) the Company Bank does not adopt any new non-account balance plans arrangement that would be a Similar Arrangement for a minimum of three (3) years following the date of such terminationthe Bank takes all necessary action to irrevocably terminate and liquidate the Agreement; the Company Bank may distribute the vested Accrual Balance as shown on Schedule ADeferral Account balance, determined as of the date of the termination of the this Agreement, to the Executive in a lump sum subject to the above terms.

Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 7.2, if the Company terminates this Agreement terminates in the following circumstances: (a) Upon the Company’s termination and liquidation of the Agreement pursuant to irrevocable action taken within Within thirty (30) days before, or twelve (12) months after a change Change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company as described in Section 409A(2)(A)(v) of the CodeControl, provided that all distributions are made no later than twelve (12) months following such termination of the this Agreement and further provided that all agreements, methods, programs, and other arrangements sponsored by the Company’s arrangements Bank or the Company immediately after the Change in Control with respect to which deferrals of compensation are substantially similar to the Agreement treated as having been deferred under a single plan under §1.409A-1(c) (“Similar Arrangements”) are terminated so and liquidated with respect to each participant that experienced the Executive Change in Control and all participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements this Agreement and all Similar Arrangements within twelve (12) months of the termination of date the arrangementsBank or Company irrevocably takes all necessary action to terminate and liquidate this Agreement and all Similar Arrangements; (b) Upon the CompanyBank’s termination and liquidation of the Agreement within twelve (12) months of a corporate dissolution taxed under Section 331 of the Code or with the approval of a bankruptcy court provided that the amounts deferred under the Agreement are included in the Executive’s gross income in the latest of the following years (or, if earlier, the taxable year in which the amount is actually or constructively received): (i) the calendar year in which the Agreement terminates; (ii) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or (c) Upon the CompanyBank’s termination and liquidation of this Agreement and all other non-account balance plans (as referenced in Section 409A of the Code) Similar Arrangements, provided that (i) such action the termination and liquidation does not occur proximate to a downturn in the financial health of the Company; Bank, (ii) all termination distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and (iii) the Company Bank does not adopt any new non-account balance plans arrangement that would be a Similar Arrangement for a minimum of three (3) years following the date of such terminationthe Bank takes all necessary action to irrevocably terminate and liquidate the Agreement; the Company Bank may distribute the vested Accrual Balance as shown on Schedule AAccount Value, determined as of the date of the termination of the this Agreement, to the Executive in a lump sum subject to the above terms.

Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 7.28.2, if the Company terminates this Agreement terminates in the following circumstances: (a) Upon the Company’s termination and liquidation of the Agreement pursuant to irrevocable action taken within Within thirty (30) days before, before or twelve (12) months after a change in the ownership or effective control of the CompanyBank or of the Corporation, or in the ownership of a substantial portion of the assets of the Company Bank or of the Corporation as described in Section 409A(2)(A)(v) of the Code, provided that termination of this Agreement was effected through an irrevocable action taken by the Bank and provided further that all distributions are made no later than twelve (12) months following such termination of the Agreement and further provided that all the Company’s Bank's arrangements which are substantially similar to the Agreement are terminated so the Executive and all participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the arrangements; (b) Upon the CompanyBank’s termination and liquidation of the Agreement within twelve (12) months of a corporate dissolution taxed under Section 331 of the Code or with the approval of a bankruptcy court provided that the amounts deferred under the Agreement are included in the Executive’s 's gross income in the latest of the following years (or, if earlier, the taxable year in which the amount is actually or constructively received): (i) the calendar year in which the Agreement terminates; (ii) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or (c) Upon the CompanyBank’s termination and liquidation of this and all other non-account balance plans (as referenced in Section 409A of the Code) Code or the regulations thereunder), provided that (i) such action does not occur proximate to a downturn in the financial health of the Company; (ii) all distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, provided further that the termination of this Agreement does not occur proximate to the downturn in the financial health of the Bank and (iii) provided further that the Company Bank does not adopt any new non-account balance plans for a minimum of three (3) years following the date of such termination; then the Company Bank may distribute the vested Accrual Balance as shown on Schedule A, present value of the Executive’s accrued benefit determined as of the date of the termination of the Agreement, to the Executive in a lump sum subject to the above terms.

Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 7.29.2, if the Company terminates this Agreement terminates in the following circumstances:: River Bank & Trust Supplemental Executive Retirement Agreement (a) Upon the Company’s termination and liquidation of the Agreement pursuant to irrevocable action taken within Within thirty (30) days before, before or twelve (12) months after a change Change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company as described in Section 409A(2)(A)(v) of the CodeControl, provided that all distributions are made no later than twelve (12) months following such termination of the Agreement and further provided that all the CompanyBank’s arrangements which are substantially similar to the Agreement and required to be aggregated with this Agreement pursuant to Treasury Regulations Section 1.401A-1(c)(2) are terminated and liquidated as to all participants that experience the Change in Control so the that Executive and all participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the arrangementssuch terminations; (b) Upon the Company’s termination and liquidation Within twelve (12 months of the Agreement within twelve (12) months of a corporate Bank’s dissolution taxed under Section 331 of the Code or with the approval of a bankruptcy court provided that the amounts deferred under the Agreement are included in the Executive’s gross income in the latest of the following years (or, if earlier, the taxable year in which the amount is actually or constructively received): (i) the calendar year in which the Agreement terminates; (ii) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or (c) Upon the CompanyBank’s termination and liquidation of this and all other non-account balance plans arrangements that are required to be aggregated with this Agreement pursuant to Treasury Regulations Section 1.409A-1(c) if Executive participated in such arrangements (as referenced in Section 409A of the Code) “Similar Arrangements”), provided that (i) such action the termination and liquidation does not occur proximate to a downturn in the financial health of the Company; Bank, (ii) all termination distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and (iii) the Company Bank does not adopt any new non-account balance plans arrangements that would be a Similar Arrangement for a minimum of three (3) years following the date of such terminationthe Bank takes all necessary action to irrevocably terminate and liquidate the Agreement; the Company Bank may distribute the vested Accrual Balance appropriate benefit as shown on Schedule A, provided for within this Agreement and determined as of the date of the termination of the Agreement, to the Executive in a lump sum subject to the above terms.

Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 7.28.2, if the Company terminates this Agreement terminates in the following circumstances: (a) Upon the Company’s termination and liquidation of the Agreement pursuant to irrevocable action taken within Within thirty (30) days before, before or twelve (12) months after a change Change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company as described in Section 409A(2)(A)(v) of the CodeControl, provided that all distributions are made no later than twelve (12) months following such termination of the Agreement and further provided that all the CompanyBank’s arrangements which are substantially similar to the Agreement are terminated so the Executive and all participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the arrangementssuch terminations; (b) Upon the CompanyBank’s termination and liquidation of the Agreement within twelve (12) months of a corporate dissolution taxed under Section 331 of the Code or with the approval of a bankruptcy court court, provided that the amounts deferred under the Agreement are included in the Executive’s gross income in the latest of the following years (or, if earlier, the taxable year in which the amount is actually or constructively received): (i) the calendar year in which the Agreement terminates; (ii) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or (c) Upon the CompanyBank’s termination and liquidation of this and all other non-account balance plans arrangements that would be aggregated with this Agreement pursuant to Treasury Regulations Section 1.409A-1(c) if the Executive participated in such arrangements (as referenced in Section 409A of the Code) “Similar Arrangements”), provided that (i) such action the termination and liquidation does not occur proximate to a downturn in the financial health of the Company; Bank, (ii) all termination distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and (iii) the Company Bank does not adopt any new non-account balance plans arrangement that would be a Similar Arrangement for a minimum of three (3) years following the date of such terminationthe Bank takes all necessary action to irrevocably terminate and liquidate the Agreement; OLD LINE BANK Salary Continuation Agreement Exhibit 10.14.1 the Company Bank may distribute the vested Accrual Balance as shown on Schedule ADeferral Account balance, determined as of the date of the termination of the Agreement, to the Executive in a lump sum subject to the above terms.

Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 7.2, if the Company terminates this Agreement terminates in the following circumstances: (a) Upon the Company’s termination and liquidation of the Agreement pursuant to irrevocable action taken within Within thirty (30) days before, before or twelve (12) months after a change in the ownership or effective control of the CompanyBank or of the Corporation, or in the ownership of a substantial portion of the assets of the Company Bank or of the Corporation as described in Section 409A(2)(A)(v) of the Code, provided that termination of this Agreement was effected through an irrevocable action taken by the Bank and provided further that all distributions are made no later than twelve (12) months following such termination of the Agreement and further provided that all the Company’s Bank's arrangements which are substantially similar to the Agreement are terminated so the Executive and all participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the arrangements; (b) Upon the CompanyBank’s termination and liquidation of the Agreement within twelve (12) months of a corporate dissolution taxed under Section 331 of the Code or with the approval of a bankruptcy court provided that the amounts deferred under the Agreement are included in the Executive’s 's gross income in the latest of the following years (or, if earlier, the taxable year in which the amount is actually or constructively received): (i) the calendar year in which the Agreement terminates; (ii) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or (c) Upon the CompanyBank’s termination and liquidation of this and all other non-account balance plans (as referenced in Section 409A of the Code) Code or the regulations thereunder), provided that (i) such action does not occur proximate to a downturn in the financial health of the Company; (ii) all distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, provided further that the termination of this Agreement does not occur proximate to the downturn in the financial health of the Bank and (iii) provided further that the Company Bank does not adopt any new non-account balance plans for a minimum of three (3) years following the date of such termination; then the Company Bank may distribute the vested Accrual Balance as shown on Schedule Aamount the present value of the benefits payable to the Executive under this Agreement upon his Termination of Employment, using the actuarial factors that would be used to compute the present value of benefits under § 280G of the Code, determined as of the date of the termination of the Agreement, to the Executive in a lump sum subject to the above terms.

Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 7.2, if the Company Bank terminates this Agreement in the following circumstances: (a) Upon the Company’s termination and liquidation of the Agreement pursuant to irrevocable action taken within Within thirty (30) days before, or twelve (12) months after a change in the ownership or effective control of the CompanyBank, or in the ownership of a substantial portion of the assets of the Company Bank as described in Section 409A(2)(A)(v) of the Code, provided that all distributions are made no later than twelve (12) months following such termination of the Agreement and further provided that all the CompanyBank’s arrangements which are substantially similar to the Agreement are terminated so the Executive Director and all participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the arrangements; (b) Upon the CompanyBank’s termination and liquidation of the Agreement within twelve (12) months of a corporate dissolution taxed under Section 331 of the Code or with the approval of a bankruptcy court provided that the amounts deferred under the Agreement are included in the ExecutiveDirector’s gross income in the latest of the following years (or, if earlier, the taxable year in which the amount is actually or constructively received): (i) the calendar year in which the Agreement terminates; (ii) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or (c) Upon the CompanyBank’s termination and liquidation of this and all other nonarrangements that would be aggregated with this Agreement pursuant to Treasury Regulations Section l.409A-account balance plans l(c) if the Director participated in such arrangements (as referenced in Section 409A of the Code) “Similar Arrangements”), provided that (i) such action the termination and liquidation does not occur proximate to a downturn in the financial health of the Company; , (ii) all termination distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and (iii) the Company Bank does not adopt any new non-account balance plans arrangement that would be a Similar Arrangement for a minimum of three (3) years following the date of such terminationthe Bank takes all necessary action to irrevocably terminate and liquidate the Agreement; the Company Bank may distribute the vested Accrual Balance as shown on Schedule ABalance, determined as of the date of the termination of the Agreement, to the Executive Director in a lump sum subject to the above terms.. MXXXXX SAVINGS BANK Director Retirement Agreement

Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 7.23.7.4, if the Company terminates this Agreement terminates in the following circumstances: (a) Upon the Company’s termination and liquidation of the Agreement pursuant to irrevocable action taken within Within thirty (30) days before, before or twelve (12) months after a change in the ownership or effective control Change of the Company, or in the ownership of a substantial portion of the assets of the Company as described in Section 409A(2)(A)(v) of the CodeControl, provided that all distributions are made no later than twelve (12) months following such termination of the Agreement and further provided that all the CompanyBank’s arrangements which are substantially similar to the Agreement are terminated so the Executive Jxxxx and all participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the arrangementssuch terminations; (b) Upon the CompanyBank’s termination and liquidation of the Agreement within twelve (12) months of a corporate dissolution taxed under Section 331 of the Code or with the approval of a bankruptcy court provided that the amounts deferred under the Agreement are included in the Executive’s gross Jxxxx’ gxxxx income in the latest of the following years (or, if earlier, the taxable year in which the amount is actually or constructively received): (i) the calendar year in which the Agreement terminates; (ii) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or (c) Upon the CompanyBank’s termination and liquidation of this and all other non-account balance plans arrangements that would be aggregated with this Agreement pursuant to Treasury Regulations Section 1.409A-1(c) if Jxxxx participated in such arrangements (as referenced in Section 409A of the Code) “Similar Arrangements”), provided that (i) such action the termination and liquidation does not occur proximate to a downturn in the financial health of the Company; Bank, (ii) all termination distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and (iii) the Company Bank does not adopt any new non-account balance plans arrangement that would be a Similar Arrangement for a minimum of three (3) years following the date of such terminationthe Bank takes all necessary action to irrevocably terminate and liquidate the Agreement; the Company Bank may distribute the vested Accrual Balance as shown on Schedule Aamount the Bank has accrued with respect to the Bank’s obligations hereunder, determined as of the date of the termination of the Agreement, to the Executive Jxxxx in a lump sum subject to the above terms.. The following Section 3.8.11 shall be added to the Agreement immediately following Section 3.8.10:

Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 7.2, if the Company terminates this Agreement The Bank may make distributions in the following circumstances, in accordance with Section 409A of the Code or the regulations thereunder: (a) Upon the Company’s termination and liquidation of the Agreement pursuant to irrevocable action taken within Within thirty (30) days before, or twelve (12) months after a change Change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company as described in Section 409A(2)(A)(v) of the CodeControl, provided that all distributions are made no later than twelve (12) months following such termination of the Agreement and further provided that all the CompanyBank’s arrangements which are substantially similar to the Agreement are terminated so the Executive and all participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the arrangements; (b) Upon the CompanyBank’s termination and liquidation of the Agreement within twelve (12) months of a corporate dissolution taxed under Section 331 of the Code or with the approval of a bankruptcy court provided that the amounts deferred under the Agreement are included in the Executive’s gross income in the latest of the following years (or, if earlier, the taxable year in which the amount is actually or constructively received): (i) the calendar year in which the Agreement terminates; (ii) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or (c) Upon the CompanyBank’s termination and liquidation of this and all other non-account balance plans (as referenced in Section 409A of the Code) Code or the regulations thereunder), provided that (i) such action does not occur proximate to a downturn in the financial health of the Company; (ii) all distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and (iii) the Company Bank does not adopt any new non-account balance plans for a minimum of three five (35) years following the date of such termination; the Company . The Bank may distribute the vested Accrual Balance as shown on Schedule A, determined as of the date of the termination of the Agreement, to the Executive in a lump sum subject to the above terms, determined as of the date of the termination of the Agreement for the entire Normal Retirement Benefit calculated as if (i) the Executive had remained as of the date of termination in the continuous employ of the Bank until January 1, 2009, and (ii) the Bank achieved a ROBE of at least fifteen percent (15%) for all years from the beginning of the year in which the termination occurs until January 1, 2009, provided that for all years ended prior to the year in which the termination occurs, Executive’s Normal Retirement Benefit shall be calculated based on the actual ROBE for such years.

Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 7.210.2, if the Company Bank terminates this Agreement in the following circumstances: (a) Upon the Company’s termination and liquidation of the Agreement pursuant to irrevocable action taken within Within thirty (30) days before, before or twelve (12) months after a change Change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company as described in Section 409A(2)(A)(v) of the CodeControl, provided that all distributions are made no later than twelve (12) months following such termination of the this Agreement and further provided that all the CompanyBank’s arrangements which are substantially similar to the this Agreement are terminated so the Executive and all participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the arrangementssuch termination; (b) Upon the CompanyBank’s termination and liquidation of the Agreement within twelve (12) months of a corporate dissolution taxed under Section 331 of the Code or with the approval of a bankruptcy court provided that the amounts deferred under the this Agreement are included in the Executive’s gross income in the latest of the following years (or, if earlier, the taxable year in which the amount is actually or constructively received): (i) the calendar year in which the this Agreement terminates; (ii) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or (c) Upon the CompanyBank’s termination and liquidation of this and all other nonarrangements that would be aggregated with this Agreement pursuant to Treasury Regulations Section 1.409A-account balance plans l(c) if the Executive participated in such arrangements (as referenced in Section 409A of the Code) “Similar Arrangements”), provided that (i) such action the termination and liquidation does not occur proximate to a downturn in the financial health of the Company; Bank, (ii) all termination distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and (iii) the Company Bank does not adopt any new non-account balance plans arrangement that would be a Similar Arrangement for a minimum of three (3) years following the date of such terminationthe Bank takes all necessary action to irrevocably terminate and liquidate the Agreement; the Company Bank may distribute the vested Accrual Balance as shown on Schedule A, Holdback Account balance determined as of the date of the termination of the this Agreement, to the Executive in a lump sum subject to the above terms.

Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 7.28.2, if the Company terminates timing of distributions may be modified under the terms of this Agreement in the following circumstances: (a) Upon If the Company’s termination and liquidation of Company terminates the Agreement pursuant to irrevocable action taken Agreement, within thirty (30) days before, or twelve (12) months after a change Change in the ownership or effective control of the CompanyControl, or in the ownership of a substantial portion of the assets of the Company as described in Section 409A(2)(A)(v) of the Code, distributions may be made provided that all distributions are made no later than twelve (12) months following such termination of the Agreement and further provided that all the Company’s arrangements which are substantially similar to that would be aggregated with this Agreement under Code Section 409A or the Agreement regulations thereunder are terminated so the Executive and that all participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the arrangements;; XXXXXX GRILL Supplemental Executive Retirement Agreement (b) Upon The Company may terminate the Agreement within 12 months of the Company’s termination and liquidation of the Agreement within twelve (12) months of a corporate dissolution taxed under Section 331 of the Code or with the approval of a bankruptcy court provided that the amounts deferred under the Agreement are included in the Executive’s gross income in the latest of the following years (or, if earlier, the taxable year in which the amount is actually or constructively received): (i) the calendar year in which the Agreement terminatesterminates and liquidation occurs; (ii) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or (c) Upon the Company’s termination and liquidation of The Company may terminate this Agreement and all other non-account balance plans (as referenced in arrangements required to be aggregated with this Agreement under Code Section 409A of or the Code) regulations thereunder), provided that (i) such action termination does not occur proximate to a downturn in the financial health of the Company; (ii) , and further provided that all distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and (iii) the Company does not adopt any new nonNon-account balance plans Account Balance Plans for a minimum of three (3) years following the date of such termination; . “Non-Account Balance Plans” shall have the Company may distribute same meaning as that contained in Section 409A and the vested Accrual Balance as shown on Schedule Afinal regulations promulgated thereunder and shall mean any plan that is neither an account balance plan, determined as of the date of the termination of the Agreement, to the Executive in an equity based plan nor a lump sum subject to the above termsseparation pay arrangement under Treas. Reg. §1.409A(c)(2)(i)(C).

Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 7.210.2, if the Company terminates this Agreement is terminated in the following circumstances: (a) Upon the Company’s termination and liquidation of the Agreement pursuant to irrevocable action taken within Within thirty (30) days before, before or twelve (12) months after a change in the ownership or effective control of the CompanyBank or of the Corporation, or in the ownership of a substantial portion of the assets of the Company Bank or the Corporation as described in Section 409A(2)(A)(v) of the Code, provided that the termination of this Agreement was effected through an irrevocable action taken by the Bank and provided further that all distributions are made no later than twelve (12) months following such termination of the Agreement and further provided that all the Company’s Bank's arrangements which are substantially similar to the Agreement are terminated so the Executive Director and all participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the arrangements; (b) Upon the CompanyBank’s termination and liquidation of the Agreement within twelve (12) months of a corporate dissolution taxed under Section 331 of the Code or with the approval of a bankruptcy court provided that the amounts deferred under the Agreement are included in the Executive’s Director's gross income in the latest of the following years (or, if earlier, the taxable year in which the amount is actually or constructively received): (i) the calendar year in which the Agreement terminates; (ii) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or (c) Upon the CompanyBank’s termination and liquidation of this and all other non-account balance plans (as referenced in Section 409A of the Code) Code or the regulations thereunder), provided that (i) such action does not occur proximate to a downturn in the financial health of the Company; (ii) all distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such terminationtermination provided further that the termination of this Agreement does not occur proximate to a downturn in the financial health of the Bank, and (iii) provided further that the Company Bank does not adopt any new non-account balance plans for a minimum of three (3) years following the date of such termination; then the Company Bank may distribute the vested Accrual Balance as shown on Schedule ADeferral Account balance, determined as of the date of the termination of the Agreement, to the Executive Director in a lump sum subject to the above terms.

Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 7.28.2, if the Company terminates this Agreement in the following circumstances: (a) Upon the Company’s termination and liquidation of the Agreement pursuant to irrevocable action taken within Within thirty (30) days before, or twelve (12) months after a change Change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company as described in Section 409A(2)(A)(v) of the CodeControl, provided that all distributions are made no later than twelve (12) months following such termination of the Agreement and further provided that all the Company’s 's arrangements which are substantially similar to the Agreement are terminated so the Executive and all participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the arrangements;; COMMUNITY BANK OF TRI-COUNTY Salary Continuation Agreement (b) Upon the Company’s termination and liquidation of the Agreement within twelve (12) months of a corporate 's dissolution taxed under Section 331 of the Code or with the approval of a bankruptcy court provided that the amounts deferred under the Agreement are included in the Executive’s 's gross income in the latest of the following years (or, if earlier, the taxable year in which the amount is actually or constructively received): (i) the calendar year in which the Agreement terminates; (ii) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or (c) Upon the Company’s 's termination and liquidation of this and all other non-account balance plans arrangements that would be aggregated with this Agreement pursuant to Treasury Regulations Section 1.409A-1(c) if the Executive participated in such arrangements (as referenced in Section 409A of the Code) "Similar Arrangements"), provided that (i) such action the termination and liquidation does not occur proximate to a downturn in the financial health of the Company; , (ii) all termination distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and (iii) the Company does not adopt any new non-account balance plans arrangement that would be a Similar Arrangement for a minimum of three (3) years following the date of such terminationthe Company takes all necessary action to irrevocably terminate and liquidate the Agreement; the The Company may distribute the vested Accrual Balance as shown on Schedule Aamount which the Company has accrued with respect to the Company's obligations hereunder, determined as of the date of the termination of the Agreement, to the Executive in a lump sum subject to the above terms.

Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 7.210.2, if the Company terminates this Agreement terminates in the following circumstances: (a) Upon the Company’s termination and liquidation of the Agreement pursuant to irrevocable action taken within Within thirty (30) days before, before or twelve (12) months after a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company as described in Section 409A(2)(A)(v409A(a)(2)(A)(v) of the Code, provided that all distributions are made no later than twelve (12) months following such termination of the Agreement and further provided that all the Company’s arrangements which are substantially similar to the Agreement are terminated so the Executive and all participants in the similar arrangements Similar Arrangements (as defined below) are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the arrangements; (b) Upon the Company’s termination and liquidation of the Agreement within twelve (12) months of a corporate dissolution taxed under Section 331 of the Code or with the approval of a bankruptcy court provided that the amounts deferred under the Agreement are included in the Executive’s gross income in the latest of the following years (or, if earlier, the taxable year in which the amount is actually or constructively received): (i) the calendar year in which the Agreement terminates; (ii) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or (c) Upon the Company’s termination and liquidation of this and all other non-account balance plans arrangements that would be aggregated with this Agreement pursuant to Treasury Regulations Section 1.409A-1(c) if the Executive participated in such arrangements (as referenced in Section 409A of the Code) “Similar Arrangements”), provided that (i) such action the termination and liquidation does not occur proximate to a downturn in the financial health of the Company; , (ii) all termination distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and (iii) the Company does not adopt any new non-account balance plans arrangement that would be a Similar Arrangement for a minimum of three (3) years following the date of such terminationthe Company takes all necessary action to irrevocably terminate and liquidate the Agreement; the Company may distribute the vested Accrual Balance as shown on Schedule ADeferral Account balance, determined as of the date of the termination of the Agreement, to the Executive in a lump sum subject to the above terms.

Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 7.2, if the Company terminates this Agreement terminates in the following circumstances: (a) Upon the Company’s termination and liquidation of the Agreement pursuant to irrevocable action taken within Within thirty (30) days before, or twelve (12) months after after, a change Change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company as described in Section 409A(2)(A)(v) of the CodeControl, provided that all distributions are made no later than twelve (12) months following such termination of the Agreement and further provided that all the Company’s and the Bank’s arrangements which are substantially similar to the Agreement are terminated so the Executive and all participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the arrangementssuch terminations; (b) Upon the Company’s termination and liquidation of the Agreement within twelve (12) months of a corporate Bank’s dissolution taxed under Section 331 of the Code or with the approval of a bankruptcy court court, provided that the amounts deferred under the Agreement are included in the Executive’s gross income in the latest of the following years (or, if earlier, the taxable year in which the amount is actually or constructively received): (i) the calendar year in which the Agreement terminates; (ii) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or (c) Upon the Company’s and the Bank’s termination and liquidation of this and all other non-account balance plans arrangements that would be aggregated with this Agreement pursuant to Treasury Regulations Section 1.409A-1I if the Executive participated in such arrangements (as referenced in Section 409A of the Code) “Similar Arrangements”), provided that (i) such action the termination and liquidation does not occur proximate to a downturn in the financial health of the Company; Company and the Bank, (ii) all termination distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and (iii) the Company does and the Bank do not adopt any new non-account balance plans arrangement that would be a Similar Arrangement for a minimum of three (3) years following the date of such terminationthe Company and the Bank take all necessary action to irrevocably terminate and liquidate the Agreement; the Company and the Bank may distribute the vested Accrual Balance present value (determined as shown of the date of distribution, based on Schedule A, the Applicable PBGC Rate) of the Early Termination Benefit (determined as of the date of the termination of the Agreement, ) to the Executive in a lump sum subject to on the above termsfirst date permitted by Treasury Regulations Section 1.409A-3(j)(4)(ix).

Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 7.28.2, if the Company terminates this Agreement terminates in the following circumstances: (a) Upon the Company’s termination and liquidation of the Agreement pursuant to irrevocable action taken within Within thirty (30) days before, before or twelve (12) months after a change Change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company as described in Section 409A(2)(A)(v) of the CodeControl, provided that all distributions are made no later than twelve (12) months following such termination of the Agreement and further provided that all the Company’s Bank's arrangements which are substantially similar to the Agreement are terminated so the Executive and all participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the arrangements; (b) Upon the CompanyBank’s termination and liquidation of the Agreement within twelve (12) months of a corporate dissolution taxed under Section 331 of the Code or with the approval of a bankruptcy court provided that the amounts deferred under the Agreement are included in the Executive’s 's gross income in the latest of the following years (or, if earlier, the taxable year in which the amount is actually or constructively received): (i) the calendar year in which the Agreement terminates; (ii) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or (c) Upon the CompanyBank’s termination and liquidation of this and all other non-account balance plans arrangements that would be aggregated with this Agreement pursuant to Treasury Regulations Section 1.409A-1(c) if the Executive participated in such arrangements (as referenced in Section 409A of the Code) “Similar Arrangements”), provided that (i) such action the termination and liquidation does not occur proximate to a downturn in the financial health of the Company; Bank, (ii) all termination distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and (iii) the Company Bank does not adopt any new non-account balance plans arrangement that would be a Similar Arrangement for a minimum of three (3) years following the date of such terminationthe Bank takes all necessary action to irrevocably terminate and liquidate the Agreement; the Company then Two River Community Bank may distribute the vested Accrual Balance as shown on Schedule Aamount that Two River Community Bank has accrued with respect to its obligations hereunder, determined as of the date of the termination of the Agreement, to the Executive in a lump sum subject to the above terms.. TWO RIVER COMMUNITY BANK Supplemental Executive Retirement Agreements

Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 7.2, if the Company terminates this Agreement in the following circumstances: (a) Upon the Company’s termination and liquidation of the Agreement pursuant to irrevocable action taken within Within thirty (30) days before, or twelve (12) months after a change in the ownership or effective control Change of the Company, or in the ownership of a substantial portion of the assets of the Company as described in Section 409A(2)(A)(v) of the CodeControl, provided that all distributions are made no later than twelve (12) months following such termination of the Agreement and further provided that all the Company’s arrangements which are substantially similar to the Agreement are terminated so the Executive and all participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the arrangements; (b) Upon the Company’s termination and liquidation of the Agreement within twelve (12) months of a corporate dissolution taxed under Section 331 of the Code or with the approval of a bankruptcy court provided that the amounts deferred under the Agreement are included in the Executive’s gross income in the latest of the following years (or, if earlier, the taxable year in which the amount is actually or constructively received): (i) the calendar year in which the Agreement terminates; (ii) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or (c) Upon the Company’s termination and liquidation of this and all other non-account balance plans arrangements that would be aggregated with this Agreement pursuant to Treasury Regulations Section 1.409A-1(c) if the Executive participated in such arrangements (as referenced in Section 409A of the Code) “Similar Arrangements”), provided that (i) such action the termination and liquidation does not occur proximate to a downturn in the financial health of the Company; , (ii) all termination distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and (iii) the Company does not adopt any new non-account balance plans arrangement that would be a Similar Arrangement for a minimum of three (3) years following the date of such terminationthe Company takes all necessary action to irrevocably terminate and liquidate the Agreement; the Company may distribute the vested Accrual Balance as shown on Schedule A, determined as of the date of the termination of the Agreement, to the Executive in a lump sum subject to the above terms.

Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 7.2, if the Company terminates and the Bank terminate this Agreement in the following circumstances: (a) Upon the Company’s termination and liquidation of the Agreement pursuant to irrevocable action taken within Within thirty (30) days before, or twelve (12) months after a change Change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company as described in Section 409A(2)(A)(v) of the CodeControl, provided that all distributions are made no later than twelve (12) months following such termination 1st United Bancorp/1st United Bank Supplemental Executive Retirement Plan Agreement of the Agreement and further provided that all the CompanyCompany and the Bank’s arrangements which are substantially similar to the Agreement are terminated so the Executive and all participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the arrangements; (b) Upon the CompanyCompany or the Bank’s termination and liquidation of the Agreement within twelve (12) months of a corporate dissolution taxed under Section 331 of the Code or with the approval of a bankruptcy court provided that the amounts deferred under the Agreement are included in the Executive’s gross income in the latest of the following years (or, if earlier, the taxable year in which the amount is actually or constructively received): (i) the calendar year in which the Agreement terminates; (ii) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or (c) Upon the CompanyCompany and the Bank’s termination and liquidation of this and all other non-account balance plans (as referenced in Section 409A of the Code) Code or the regulations thereunder), provided that (i) such action does not occur proximate to a downturn in the financial health of the Company; (ii) all distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and (iii) the Company and the Bank does not adopt any new non-account balance plans for a minimum of three five (35) years following the date of such termination; the Company and the Bank may distribute the vested Accrual Balance as shown on Schedule Aactuarial equivalent of the present value of the Early Termination Benefit, determined as of the date of the termination Administration of the Agreement, to the Executive Agreement in a lump sum subject to the above termssum.

Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 7.28.2, if the Company terminates this Agreement terminates in the following circumstances: (a) Upon the Company’s termination and liquidation of the Agreement pursuant to irrevocable action taken within Within thirty (30) days before, before or twelve (12) months after a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company as described in Section 409A(2)(A)(v409A(a)(2)(A)(v) of the Code, provided that all distributions are made no later than twelve (12) months following such termination of the Agreement and further provided that all the Company’s 's arrangements which are substantially similar to the Agreement are terminated so the Executive Director and all participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the arrangements; ; (b) Upon the Company’s termination and liquidation of the Agreement within twelve (12) months of a corporate 's dissolution taxed under Section 331 of the Code or with the approval of a bankruptcy court provided that the amounts deferred under the Agreement are included in the Executive’s Director's gross income in the latest of the following years (or, if earlier, the taxable year in which the amount is actually or constructively received): (i) the calendar year in which the Agreement terminates; (ii) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or (c) Upon the Company’s 's termination and liquidation of this and all other non-account balance plans arrangements that would be aggregated with this Agreement pursuant to Treasury Regulations Section 1.409A-1(c) if the Director participated in such arrangements (as referenced in Section 409A of the Code) "Similar Arrangements"), provided that (i) such action the termination and liquidation does not occur proximate to a downturn in the financial health of the Company; , (ii) all termination distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and (iii) the Company does not adopt any new non-account balance plans arrangement that would be a Similar Arrangement for a minimum of three (3) years following the date of such terminationthe Company takes all necessary action to irrevocably terminate and liquidate the Agreement; the Company may distribute the vested Accrual Balance as shown on Schedule Aamount the Bank has accrued with respect to the Bank's obligations hereunder, determined as of the date of the termination of the Agreement, to the Executive Director in a lump sum subject to the above terms.

Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 7.29.2, if the Company terminates this Agreement terminates in the following circumstances: (a) Upon the Company’s termination and liquidation of the Agreement pursuant to irrevocable action taken within Within thirty (30) days before, before or twelve (12) months after a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company as described in Section 409A(2)(A)(v) of the Code, provided that all distributions are made no later than twelve (12) months following such termination of the Agreement and further provided that all the Company’s arrangements which are substantially similar to the Agreement are terminated so the Executive Director and all participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the arrangements; (b) Upon the Company’s termination and liquidation of the Agreement within twelve (12) months of a corporate dissolution taxed under Section 331 of the Code or with the approval of a bankruptcy court provided that the amounts deferred under the Agreement are included in the ExecutiveDirector’s gross income in the latest of the following years (or, if earlier, the taxable year in which the amount is actually or constructively received): (i) the calendar year in which the Agreement terminates; (ii) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; oror HARVARD SAVINGS BANK Deferred Fee Agreement (c) Upon the Company’s termination and liquidation of this and all other nonarrangements that would be aggregated with this Agreement pursuant to Treasury Regulations Section 1.409A-account balance plans l(c) if the Director participated in such arrangements (as referenced in Section 409A of the Code) “Similar Arrangements”), provided that (i) such action the termination and liquidation does not occur proximate to a downturn in the financial health of the Company; , (ii) all termination distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and (iii) the Company does not adopt any new non-account balance plans arrangement that would be a Similar Arrangement for a minimum of three (3) years following the date of such terminationthe Company takes all necessary action to irrevocably terminate and liquidate the Agreement; the Company may distribute the vested Accrual Balance as shown on Schedule ADeferral Account balance, determined as of the date of the termination of the Agreement, to the Executive Director in a lump sum subject to the above terms.

Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 7.2, if the Company Bank terminates this Agreement in any of the following circumstances:, in each case in accordance with Section 409A of the Code and Treasury Regulation §1.409A-3(j)(4)(ix): (a) Upon the Company’s termination and liquidation of the Agreement pursuant to irrevocable action taken within Within thirty (30) days before, or twelve (12) months after a change Change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company as described in Section 409A(2)(A)(v) of the CodeControl, provided that all distributions are made no later than twelve (12) months following such termination of the Agreement and further provided that all of the Company’s Bank's arrangements which would be aggregated with this Agreement pursuant to Treasury Regulation §1.409A-1(c)(2) are substantially similar to the Agreement are also terminated so the Executive and all participants in the similar aggregated arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the arrangements; (b) Upon the CompanyBank’s termination and liquidation of the Agreement within twelve (12) months of a corporate dissolution taxed under Section 331 of the Code or with the approval of a bankruptcy court provided that the amounts deferred under the Agreement are included in the Executive’s 's gross income in the latest of the following years (or, if earlier, the taxable year in which the amount is actually or constructively received): (i) the calendar year in which the Agreement terminates; (ii) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or (c) Upon the CompanyBank’s termination and liquidation of this and all other non-account balance plans arrangements that would be aggregated with this Agreement pursuant to Treasury Regulation §1.409A-1(c) if the Executive participated in such arrangements (as referenced in Section 409A of the Code) “Similar Arrangements”), provided that (i) such action the termination and liquidation does not occur proximate to a downturn in the financial health of the Company; Bank, (ii) all termination distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and (iii) the Company Bank does not adopt any new non-account balance plans arrangement that would be a Similar Arrangement for a minimum of three (3) years following the date of such terminationthe Bank takes all necessary action to irrevocably terminate and liquidate the Agreement; the Company Bank may distribute the vested Accrual Balance as shown on Schedule Aamount accrued by the Bank with respect to its obligations hereunder, determined as of the date of the termination of the Agreement, to the Executive in a lump sum subject to the above terms.

Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 7.210.2, if the Company terminates this Agreement terminates in the following circumstances: (a) Upon the Company’s termination and liquidation of the Agreement pursuant to irrevocable action taken within Within thirty (30) days before, before or twelve (12) months after a change Change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company as described in Section 409A(2)(A)(v) of the CodeControl, provided that all distributions are made no later than twelve (12) months following such termination of the Agreement and further provided that all the Company’s arrangements which are substantially similar to the Agreement are terminated so the Executive and all participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the arrangementssuch terminations; (b) Upon the Company’s termination and liquidation of the Agreement within twelve (12) months of a corporate dissolution taxed under Section 331 of the Code or with the approval of a bankruptcy court provided that the amounts deferred under the Agreement are included in the Executive’s gross income in the latest of the following years (or, if earlier, the taxable year in which the amount is actually or constructively received): (i) the calendar year in which the Agreement terminates; (ii) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or (c) Upon the Company’s termination and liquidation of this and all other non-account balance plans arrangements that would be aggregated with this Agreement pursuant to Treasury Regulations Section 1.409A-1(c) if the Executive participated in such arrangements (as referenced in Section 409A of the Code) “Similar Arrangements”), provided that (i) such action the termination and liquidation does not occur proximate to a downturn in the financial health of the Company; , (ii) all termination distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and (iii) the Company does not adopt any new non-account balance plans arrangement that would be a Similar Arrangement for a minimum of three (3) years following the date of such terminationthe Company takes all necessary action to irrevocably terminate and liquidate the Agreement; the Company may distribute the vested Accrual Balance as shown on Schedule ADeferral Account balance, determined as of the date of the termination of the Agreement, to the Executive in a lump sum subject to the above terms.

Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 7.28.2, but subject to the applicable requirements of Section 409A of the Code, if the Company terminates this Agreement terminates in the following circumstances: (a) Upon the Company’s termination and liquidation of the Agreement pursuant to irrevocable action taken within Within thirty (30) days before, before or twelve (12) months after a change Change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company as described in Section 409A(2)(A)(v) of the CodeControl, provided that all distributions are made no later than twelve (12) months following such termination of the Agreement and further provided that all the Company’s Bank's arrangements which are substantially similar to the Agreement are terminated with respect to the participants therein who experienced the Change in Control so the Executive and all such participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the arrangementssuch terminations; (b) Upon the Company’s termination and liquidation of the Agreement within twelve (12) months of a corporate Bank's dissolution taxed under Section 331 of the Code or with the approval of a bankruptcy court court, provided that the amounts deferred under the Agreement are included in the Executive’s 's gross income in the latest of the following years (or, if earlier, the taxable year in which the amount is actually or constructively received): (i) the calendar year in which the Agreement terminates; (ii) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or (c) Upon the Company’s Bank's termination and liquidation of this and all other nonarrangements that would be aggregated with this Agreement pursuant to Treasury Regulations Section l.409A-account balance plans l(c) if the Executive participated in such arrangements (as referenced in Section 409A of the Code) "Similar Arrangements"), provided that (i) such action the termination and liquidation does not occur proximate to a downturn in the financial health of the Company; Bank, (ii) all termination distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and (iii) the Company Bank does not adopt any new non-account balance plans arrangement that would be a Similar Arrangement for a minimum of three (3) years following the date of such terminationthe Bank takes all necessary action to irrevocably terminate and liquidate the Agreement; THE NATIONAL BANK OF BLACKSBURG Salary Continuation Agreement the Company Bank may distribute the vested Accrual Balance as shown on Schedule Aactuarial equivalent of the present value of the Early Termination benefit, determined as of the date of the termination of the Agreement, to the Executive in a lump sum subject to the above terms. Actuarial equivalence shall be determined on the basis of the applicable actuarial factors in the National Bankshares, Inc. Retirement Income Plan unless the Bank decides, in good faith, that other actuarial factors are more appropriate.

Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 7.28.2, if the Company Bank terminates this Agreement in the following circumstances: (a) Upon the Company’s termination and liquidation of the Agreement pursuant to irrevocable action taken within Within thirty (30) days before, before or twelve (12) months after a change in the ownership or effective control of the CompanyBank or of the Corporation, or in the ownership of a substantial portion of the assets of the Company Bank or of the Corporation as described in Section 409A(2)(A)(v) of the Code, provided that termination of this Agreement was effected through an irrevocable action taken by the Bank and provided further that all distributions are made no later than twelve (12) months following such termination of the Agreement and further provided that all the Company’s Bank's arrangements which are substantially similar to the Agreement are terminated so the Executive and all participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the arrangements; (b) Upon the CompanyBank’s termination and liquidation of the Agreement within twelve (12) months of a corporate dissolution taxed under Section 331 of the Code or with the approval of a bankruptcy court provided that the amounts deferred under the Agreement are included in the Executive’s 's gross income in the latest of the following years (or, if earlier, the taxable year in which the amount is actually or constructively received): (i) the calendar year in which the Agreement terminates; (ii) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or (c) Upon the CompanyBank’s termination and liquidation of this and all other non-account balance plans (as referenced in Section 409A of the Code) Code or the regulations thereunder), provided that (i) such action does not occur proximate to a downturn in the financial health of the Company; (ii) all distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, provided further that the termination of this Agreement does not occur proximate to the downturn in the financial health of the Bank and (iii) provided further that the Company Bank does not adopt any new non-account balance plans for a minimum of three (3) years following the date of such termination; then the Company Bank may distribute the vested Accrual Balance as shown on Schedule Aamount the Bank has accrued with respect to the Bank’s obligations hereunder, determined as of the date of the termination of the Agreement, to the Executive in a lump sum subject to the above terms.

Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 7.28.2, if the Company terminates this Agreement in the following circumstances: (a) Upon the Company’s termination and liquidation of the Agreement pursuant to irrevocable action taken within Within thirty (30) days before, or twelve (12) months after a change Change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company as described in Section 409A(2)(A)(v) of the CodeControl, provided that all distributions are made no later than twelve (12) months following such termination of the Agreement and further provided that all the Company’s arrangements which are substantially similar to the Agreement are terminated so the Executive and all participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the arrangements; (b) Upon the Company’s termination and liquidation of the Agreement within twelve (12) months of a corporate dissolution taxed under Section 331 of the Code or with the approval of a bankruptcy court provided that the amounts deferred under the Agreement are included in the Executive’s gross income in the latest of the following years (or, if earlier, the taxable year in which the amount is actually or constructively received): (i) the calendar year in which the Agreement terminates; (ii) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or (c) Upon the Company’s termination and liquidation of this and all other nonarrangements that would be aggregated with this Agreement pursuant to Treasury Regulations Section 1.409A-account balance plans l(c) if the Executive participated in such arrangements (as referenced in Section 409A of the Code) “Similar Arrangements”), provided that (i) such action the termination and liquidation does not occur proximate to a downturn in the financial health of the Company; , (ii) all termination distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and (iii) the Company does not adopt any new non-account balance plans arrangement that would be a Similar Arrangement for a minimum of three (3) years following the date of such terminationthe Company takes all necessary action to irrevocably terminate and liquidate the Agreement; THE FIRST NATIONAL BANK OF MIFFLINTOWN Second Amended and Restated Salary Continuation Agreement the Company may distribute the vested Accrual Balance as shown on Schedule Aamount the Company has accrued with respect to the Company’s obligations hereunder, determined as of the date of the termination of the Agreement, to the Executive in a lump sum subject to the above terms.

Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 7.2, if the Company terminates this Agreement terminates in the following circumstances: (a) Upon the Company’s termination and liquidation of the Agreement pursuant to irrevocable action taken within Within thirty (30) days before, or twelve (12) months after a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company as described in Section 409A(2)(A)(v) of the Code, provided that all distributions are made no later than twelve (12) months following such termination of the Agreement and further provided that all the Company’s arrangements which are substantially similar to the Agreement are terminated so the Executive and all participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the arrangements; (b) Upon the Company’s termination and liquidation of the Agreement within twelve (12) months of a corporate dissolution taxed under Section 331 of the Code or with the approval of a bankruptcy court provided that the amounts deferred under the Agreement are included in the Executive’s gross income in the latest of the following years (or, if earlier, the taxable year in which the amount is actually or constructively received): (i) the calendar year in which the Agreement terminates; (ii) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or, (c) Upon the Company’s termination and liquidation of this and all other nonarrangements that would be aggregated with this Agreement pursuant to Treasury Regulations Section 1.409A-account balance plans l (as referenced c) if the Executive participated in Section 409A of the Code) such arrangements (“Similar Arrangements”), provided that (i) such action the termination and liquidation does not occur proximate to a downturn in the financial health of the Company; , (ii) all termination distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and (iii) the Company does not adopt any new non-account balance plans arrangement that would be a Similar Arrangement for a minimum of three (3) years following the date of such terminationthe Company takes all necessary action to irrevocably terminate and liquidate the Agreement; the Company may distribute the vested Accrual Balance as shown on Schedule Aamount accrued by the Company with respect to the Company’s obligations hereunder, determined as of the date of the termination of the Agreement, to the Executive in a lump sum subject to the above terms.

Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 7.210.2, if the Company terminates this Agreement in the following circumstances: (a) Upon the Company’s termination and liquidation of the Agreement pursuant to irrevocable action taken within Within thirty (30) days before, before or twelve (12) months after a change in the ownership or effective control of the Company, or in the ownership of a HARVARD SAVINGS BANK Deferred Fee Agreement Beneficiary Designation Form substantial portion of the assets of the Company as described in Code Section 409A(2)(A)(v) of the Code), provided that all distributions are made no later than twelve (12) months following such termination of the this Agreement and further provided that all the Company’s arrangements which are substantially similar to the this Agreement are terminated so the Executive Director and all participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the arrangementssuch termination; (b) Upon the Company’s termination and liquidation of the Agreement within twelve (12) months of a corporate dissolution taxed under Section 331 of the Code or with the approval of a bankruptcy court provided that the amounts deferred under the this Agreement are included in the ExecutiveDirector’s gross income in the latest of the following years (or, if earlier, the taxable year in which the amount is actually or constructively received): (i) the calendar year in which the this Agreement terminates; (ii) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or (c) Upon the Company’s termination and liquidation of this and all other non-account balance plans arrangements that would be aggregated with this Agreement pursuant to Treasury Regulations Section 1.409A-1(c) if the Director participated in such arrangements (as referenced in Section 409A of the Code) “Similar Arrangements”), provided that (i) such action the termination and liquidation does not occur proximate to a downturn in the financial health of the Company; , (ii) all termination distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and (iii) the Company does not adopt any new non-account balance plans arrangement that would be a Similar Arrangement for a minimum of three (3) years following the date of such terminationthe Company takes all necessary action to irrevocably terminate and liquidate the Agreement; the Company may distribute the vested Accrual Balance as shown on Schedule ADeferral Account balance, determined as of the date of the termination of the this Agreement, to the Executive Director in a lump sum subject to the above terms.

Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 7.28.2, if the Company terminates this Agreement in the following circumstances: (a) Upon the Company’s termination and liquidation of the Agreement pursuant to irrevocable action taken within Within thirty (30) days before, or twelve (12) months after a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company as described in Section 409A(2)(A)(v) of the Code, provided that all distributions are made no later than twelve (12) months following such termination of the Agreement and further provided that all the Company’s 's arrangements which are substantially similar to the Agreement are terminated so the Executive and all participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the arrangements; (b) Upon the Company’s termination and liquidation of the Agreement within twelve (12) months of a corporate 's dissolution taxed under Section 331 of the Code or with the approval of a bankruptcy court provided that the amounts deferred under the Agreement are included in the Executive’s 's gross income in the latest of the following years (or, if earlier, the taxable year in which the amount is actually or constructively received): (i) the calendar year in which the Agreement terminates; (ii) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or (c) Upon the Company’s 's termination and liquidation of this and all other non-account balance plans (as referenced in Section 409A of the Code) Code or the regulations thereunder), provided that (i) such action does not occur proximate to a downturn in the financial health of the Company; (ii) all distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and (iii) the Company does not adopt any new non-account balance plans for a minimum of three five (35) years following the date of such termination; COMMUNITY BANK OF TRI-COUNTY Salary Continuation Agreement the Company may distribute the vested Accrual Balance as shown on Schedule Aamount which the Company has accrued with respect to the Company's obligations under Article 2 hereof, determined as of the date of the termination of the Agreement, to the Executive in a lump sum subject to the above terms.

Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 7.2, if the Company terminates this Agreement in the following circumstances: (a) Upon the Company’s termination and liquidation of the Agreement pursuant to irrevocable action taken within Within thirty (30) days before, before or twelve (12) months after a change Change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company as described in Section 409A(2)(A)(v) of the CodeControl, provided that all distributions are made no later than twelve (12) months following such termination of the Agreement and further provided that all the Company’s arrangements which are substantially similar to the Agreement are terminated so the Executive and all participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the arrangements; (b) Upon the Company’s termination and liquidation of the Agreement within twelve (12) months of a corporate dissolution taxed under Section 331 of the Code or with the approval of a bankruptcy court provided that the amounts deferred under the Agreement are included in the Executive’s gross income in the latest of the following years (or, if earlier, the taxable year in which the amount is actually or constructively received): (i) the calendar year in which the Agreement terminates; (ii) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or (c) Upon the Company’s termination and liquidation of this and all other non-account balance plans (as referenced in Section 409A of the Code) Code or the regulations thereunder), provided that (i) such action does not occur proximate to a downturn in the financial health of the Company; (ii) all distributions other than payments that would have been payable under the terms of this Agreement are made no earlier than twelve (12) months GREER STATE BANK Amended and Restated Salary Continuation Agreement and no later than twenty-four (24) months following such termination, and (iii) the Company does not adopt any new non-account balance plans for a minimum of three five (35) years following the date of such termination; the Company may distribute the vested Accrual Balance as shown on Schedule ABalance, determined as of the date of the termination of the Agreement, to the Executive in a lump sum subject to the above terms.

Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 7.29.2, if the Company terminates this Agreement in the following circumstances: (a) Upon the Company’s termination and liquidation of the Agreement pursuant to irrevocable action taken within Within thirty (30) days before, before or twelve (12) months after a change Change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company as described in Section 409A(2)(A)(v) of the CodeControl, provided that all distributions are made no later than twelve (12) months following such termination of the this Agreement and further provided that all the Company’s arrangements which are substantially similar to the this Agreement are terminated so the Executive and all participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the arrangementssuch termination; (b) Upon the Company’s termination and liquidation of the Agreement within twelve (12) months of a corporate dissolution taxed under Section 331 of the Code or with the approval of a bankruptcy court provided that the amounts deferred under the this Agreement are included in the Executive’s gross income in the latest of the following years (or, if earlier, the taxable year in which the amount is actually or constructively received): (i) the calendar year in which the this Agreement terminates; (ii) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or (c) Upon the Company’s termination and liquidation of this and all other non-account balance plans arrangements that would be aggregated with this Agreement pursuant to Treasury Regulations Section 1.409A-1(c) if the Executive participated in such arrangements (as referenced in Section 409A of the Code) “Similar Arrangements”), provided that (i) such action the termination and liquidation does not occur proximate to a downturn in the financial health of the Company; , (ii) all termination distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and (iii) the Company does not adopt any new non-account balance plans arrangement that would be a Similar Arrangement for a minimum of three (3) years following the date of such terminationthe Company takes all necessary action to irrevocably terminate and liquidate the Agreement; the Company may distribute the vested Accrual Balance as shown on Schedule ACompany Contribution Account balance, determined as of the date of the termination of the this Agreement, to the Executive in a lump sum subject to the above terms.

Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 7.2Subsection 13.2, if the Company terminates Bank may completely terminate and liquidate this Agreement and cause all benefits payable under the Agreement to be paid in a lump sum under the following circumstancescircumstances and conditions, in each case provided that all of the applicable requirements of Treasury Regulation §1.409A-3(j)(4)(ix) are satisfied: (a) Upon the Company’s termination The Bank or its successor may terminate and liquidation of the liquidate this Agreement pursuant to by taking irrevocable action taken to terminate and liquidate this Agreement within the thirty (30) days before, preceding or twelve (12) months after a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company as described in Section 409A(2)(A)(v) of the Code, provided that all distributions are made no later than twelve (12) months following such termination of the Agreement and further a Change in Control, provided that all arrangements sponsored by the Company’s arrangements Bank or its successor (or any other affiliated entities that are deemed to constitute a “service recipient” as defined in Treasury Regulation §1.409A-1(g)) immediately after the Change in Control which are substantially similar to the Agreement treated as deferred under a single plan under Treasury Regulation §1.409A-1(c)(2) are terminated and liquidated with respect to each participant who experienced the Change in Control so the Executive that each Director and all any participants in the any such similar arrangements are required to receive all amounts of compensation deferred payable under the terminated arrangements within twelve (12) months of the termination date of the irrevocable action to terminate the arrangements; (b) Upon the Company’s termination The Bank may terminate and liquidation of the liquidate this Agreement within twelve (12) months of a corporate the Bank’s dissolution taxed under Section 331 of the Code or with the approval of a bankruptcy court court, provided that the amounts deferred all benefits payable under the Agreement are included in the Executive’s each Director's gross income in the latest of the following years (or, if earlier, the taxable year in which the amount is actually or constructively received): (i) the calendar year in which the Agreement terminates; (ii) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practicalpracticable; or (c) Upon the Company’s termination The Bank may terminate and liquidation of liquidate this and all other non-account balance plans (as referenced in Section 409A of the Code) Agreement provided that that: (i) such action the termination does not occur proximate to a downturn in the financial health of the CompanyBank; (ii) all distributions arrangements sponsored by the Bank that would be aggregated with any terminated arrangements under Treasury Regulation §1.409A-1(c) if the same service provider had deferrals of compensation under such arrangements are also terminated and liquidated; (iii) no payments, other than payments that would be payable under the terms of this Agreement if the termination had not occurred, are made no earlier than within twelve (12) months of the date the Bank takes all necessary action to irrevocably terminate and no later than liquidate this Agreement; (iv) all payments are made within twenty-four (24) months following such termination, the date the Bank takes all necessary action to irrevocably terminate and liquidate this Agreement; and (iiiv) the Company Bank does not adopt a new arrangement that would be aggregated with any new non-account balance plans for a minimum of terminated arrangement under Treasury Regulation §1.409A-1(c) if the same service provider participated in both arrangements, at any time within three (3) years following the date of such termination; the Company may distribute Bank takes the vested Accrual Balance as shown on Schedule A, determined as of the date of the termination of the irrevocable action to terminate and liquidate this Agreement, provided that all references in this clause (c) to the Executive Bank shall include any affiliated entities that are deemed to constitute a “service recipient” as defined in a lump sum subject to the above termsTreasury Regulation §1.409A-1(g).

Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 7.210.2, if the Company Bank terminates this Agreement in the following circumstances: (a) Upon the Company’s termination and liquidation of the Agreement pursuant to irrevocable action taken within Within thirty (30) days before, before or twelve (12) months after a change Change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company as described in Section 409A(2)(A)(v) of the CodeControl, provided that all distributions are made no later than twelve (12) months following such termination of the this Agreement and further provided that all the CompanyBank’s arrangements which are substantially similar to the this Agreement are terminated so the Executive Employee and all participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the arrangementssuch termination; (b) Upon the CompanyBank’s termination and liquidation of the Agreement within twelve (12) months of a corporate dissolution taxed under Section 331 of the Code or with the approval of a bankruptcy court provided that the amounts deferred under the this Agreement are included in the ExecutiveEmployee’s gross income in the latest of the following years (or, if earlier, the taxable year in which the amount is actually or constructively received): (i) the calendar year in which the this Agreement terminates; (ii) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or (c) Upon the CompanyBank’s termination and liquidation of this and all other non-account balance plans arrangements that would be aggregated with this Agreement pursuant to Treasury Regulations Section 1.409A-1(c) if the Employee participated in such arrangements (as referenced in Section 409A of the Code) “Similar Arrangements”), provided that (i) such action the termination and liquidation does not occur proximate to a downturn in the financial health of the Company; Bank, (ii) all termination distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and (iii) the Company Bank does not adopt any new non-account balance plans arrangement that would be a Similar Arrangement for a minimum of three (3) years following the date of such terminationthe Bank takes all necessary action to irrevocably terminate and liquidate the Agreement; the Company Bank may distribute the vested Accrual Balance as shown on Schedule ADeferral Account balance, determined as of the date of the termination of the this Agreement, to the Executive Employee in a lump sum subject to the above terms.

Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 7.28.2, if the Company terminates this Agreement terminates in the following circumstances: (a) Upon the Company’s termination and liquidation of the Agreement pursuant to irrevocable action taken within Within thirty (30) days before, before or twelve (12) months after a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company as described in Section 409A(2)(A)(v409A(a)(2)(A)(v) of the Code, provided that all distributions are made no later than twelve (12) months following such termination of the Agreement and further provided that all the Company’s arrangements which are substantially similar to the Agreement are terminated so the Executive and all participants in the similar arrangements Similar Arrangements (as defined below) are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the arrangements; (b) Upon the Company’s termination and liquidation of the Agreement within twelve (12) months of a corporate dissolution taxed under Section 331 of the Code or with the approval of a bankruptcy court provided that the amounts deferred under the Agreement are included in the Executive’s gross income in the latest of the following years (or, if earlier, the taxable year in which the amount is actually or constructively received): (i) the calendar year in which the Agreement terminates; (ii) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or (c) Upon the Company’s termination and liquidation of this and all other non-account balance plans arrangements that would be aggregated with this Agreement pursuant to Treasury Regulations Section 1.409A-1(c) if the Executive participated in such arrangements (as referenced in Section 409A of the Code) “Similar Arrangements”), provided that (i) such action the termination and liquidation does not occur proximate to a downturn in the financial health of the Company; , (ii) all termination distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and (iii) the Company does not adopt any new non-account balance plans arrangement that would be a Similar Arrangement for a minimum of three (3) years following the date of such terminationthe Company takes all necessary action to irrevocably terminate and liquidate the Agreement; the Company may distribute the vested Accrual Balance as shown on Schedule ABalance, determined as of the date of the termination of the Agreement, to the Executive in a lump sum subject to the above terms.

Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 7.2, if the Company Bank terminates this Agreement in the following circumstances: (a) Upon the Company’s termination and liquidation of the Agreement pursuant to irrevocable action taken within Within thirty (30) days before, or twelve (12) months after a change in the ownership or effective control of the CompanyBank, or in the ownership of a substantial portion of the assets of the Company Bank as described in Section 409A(2)(A)(v) of the Code, provided that all distributions are made no later than twelve (12) months following such termination of the Agreement and further provided that all the Company’s Bank's arrangements which are substantially similar to the Agreement are terminated so the Executive Director and all participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the arrangements; (b) Upon the CompanyBank’s termination and liquidation of the Agreement within twelve (12) months of a corporate dissolution taxed under Section 331 of the Code or with the approval of a bankruptcy court provided that the amounts deferred under the Agreement are included in the Executive’s Director's gross income in the latest of the following years (or, if earlier, the taxable year in which the amount is actually or constructively received): (i) the calendar year in which the Agreement terminates; (ii) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or (c) Upon the CompanyBank’s termination and liquidation of this and all other non-account balance plans arrangements that would be aggregated with this Agreement pursuant to Treasury Regulations Section 1.409A-1(c) if the Director participated in such arrangements (as referenced in Section 409A of the Code) “Similar Arrangements”), provided that (i) such action the termination and liquidation does not occur proximate to a downturn in the financial health of the Company; Bank, (ii) all termination distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and (iii) the Company Bank does not adopt any new non-account balance plans arrangement that would be a Similar Arrangement for a minimum of three (3) years following the date of such terminationthe Bank takes all necessary action to irrevocably terminate and liquidate the Agreement; the Company Bank may distribute the vested Accrual Balance as shown on Schedule ABalance, determined as of the date of the termination of the Agreement, to the Executive Director in a lump sum subject to the above terms.

Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 7.2herein, if the Company terminates this Agreement may be terminated by the Employer, or its successor, and distributions hereunder accelerated as provided below in the following circumstances: (a) Upon the Company’s termination and liquidation of the Agreement pursuant to irrevocable action taken within Within thirty (30) days before, before or twelve (12) months after a change in the ownership or effective control of the CompanyEmployer, or in the ownership of a substantial portion of the assets of the Company Employer as described in Section section 409A(2)(A)(v) of the Code, provided that all distributions are made no later than twelve (12) months following such termination of the Agreement and further provided that all the CompanyEmployer’s arrangements which are substantially similar to the Agreement are terminated so the Executive and all participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the arrangements;such terminations; XXXXX XXXXXXXXXX & LONG PC (b) Upon the CompanyEmployer’s termination and liquidation of the Agreement within twelve (12) months of a corporate dissolution taxed under Section 331 of the Code or with the approval of a bankruptcy court provided that the amounts deferred under the Agreement are included in the Executive’s gross income in the latest of the following years (or, if earlier, the taxable year in which the amount is actually or constructively received): (i) the calendar year in which the Agreement terminates; (ii) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or (c) Upon the CompanyEmployer’s termination and liquidation of this and all other non-account balance plans arrangements that would be aggregated with this Agreement pursuant to Treasury Regulations section 1.409A-1(c) if the Executive participated in such arrangements (as referenced in Section 409A of the Code) “Similar Arrangements”), provided that (i) such action the termination and liquidation does not occur proximate to a downturn in the financial health of the Company; Employer, (ii) all termination distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and (iii) the Company Employer does not adopt any new non-account balance plans arrangement that would be a Similar Arrangement for a minimum of three (3) years following the date of such terminationthe Employer takes all necessary action to irrevocably terminate and liquidate the Agreement; the Company Employer may distribute the vested Accrual Balance as shown on Schedule AAnnual Benefit, determined as of the date of the termination of the Agreement, to the Executive in a lump sum subject to the above terms.

Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 7.2, if the Company terminates this Agreement terminates in the following circumstances: (a) Upon the Company’s termination and liquidation of the Agreement pursuant to irrevocable action taken within Within thirty (30) days before, or twelve (12) months after a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company as described in Section 409A(2)(A)(v409A(a)(2)(A)(v) of the Code, provided that all distributions are made no later than twelve (12) months following such termination of the Agreement and further provided that all the Company’s 's arrangements which are substantially similar to the Agreement are terminated so the Executive and all participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the arrangements; (b) Upon the Company’s termination and liquidation of the Agreement within twelve (12) months of a corporate 's dissolution taxed under Section 331 of the Code or with the approval of a bankruptcy court provided that the amounts deferred under the Agreement are included in the Executive’s 's gross income in the latest of the following years (or, if earlier, the taxable year in which the amount is actually or constructively received): (i) the calendar year in which the Agreement terminates; (ii) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or (c) Upon the Company’s 's termination and liquidation of this and all other nonarrangements that would be aggregated with this Agreement pursuant to Treasury Regulations Section 1.409A-account balance plans l(c) if the Executive participated in such arrangements (as referenced in Section 409A of the Code) "Similar Arrangements"), provided that (i) such action the termination and liquidation does not occur proximate to a downturn in the financial health of the Company; , (ii) all termination distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and (iii) the Company does not adopt any new non-account balance plans arrangement that would be a Similar Arrangement for a minimum of three (3) years following the date of such terminationthe Company takes all necessary action to irrevocably terminate and liquidate the Agreement; the Company may distribute the vested Accrual Balance as shown on Schedule Aamount the Company has accrued with respect to the Company's obligations hereunder, determined as of the date of the termination of the Agreement, to the Executive in a lump sum subject to the above terms. (d) Schedule A shall be deleted in its entirety and replaced with the following Schedule A.

Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 7.210.2, if the Company terminates this Agreement terminates in the following circumstances: : (a) Upon the Company’s termination and liquidation of the Agreement pursuant to irrevocable action taken within Within thirty (30) days before, before or twelve (12) months after a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company as described in Section 409A(2)(A)(v409A(a)(2)(A)(v) of the Code, provided that all distributions are made no later than twelve (12) months following such termination of the Agreement and further provided that all the Company’s arrangements which are substantially similar to the Agreement are terminated so the Executive and all participants in the similar arrangements Similar Arrangements (as defined below) are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the arrangements; ; (b) Upon the Company’s termination and liquidation of the Agreement within twelve (12) months of a corporate dissolution taxed under Section 331 of the Code or with the approval of a bankruptcy court provided that the amounts deferred under the Agreement are included in the Executive’s gross income in the latest of the following years (or, if earlier, the taxable year in which the amount is actually or constructively received): (i) the calendar year in which the Agreement terminates; (ii) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or or (c) Upon the Company’s termination and liquidation of this and all other non-account balance plans arrangements that would be aggregated with this Agreement pursuant to Treasury Regulations Section 1.409A-1(c) if the Executive participated in such arrangements (as referenced in Section 409A of the Code) “Similar Arrangements”), provided that (i) such action the termination and liquidation does not occur proximate to a downturn in the financial health of the Company; , (ii) all termination distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and (iii) the Company does not adopt any new non-account balance plans arrangement that would be a Similar Arrangement for a minimum of three (3) years following the date of such terminationthe Company takes all necessary action to irrevocably terminate and liquidate the Agreement; the Company may distribute the vested Accrual Balance as shown on Schedule ADeferral Account balance, determined as of the date of the termination of the Agreement, to the Executive in a lump sum subject to the above terms.

Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 7.2, if the Company terminates this Agreement terminates in the following circumstances: (a) Upon the Company’s termination and liquidation of the Agreement pursuant to irrevocable action taken within Within thirty (30) days before, or twelve (12) months after a change Change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company as described in Section 409A(2)(A)(v) of the CodeControl, provided that all distributions are made no later than twelve (12) months following such termination of the this Agreement and further provided that all agreements, methods, programs, and other arrangements sponsored by the Company’s arrangements Bank or the Company immediately after the Change in Control with respect to which deferrals of compensation are substantially similar to the Agreement treated as having been deferred under a single plan under §1.409A-1(c) (“Similar Arrangements”) are terminated so and liquidated with respect to each participant that experienced the Executive Change in Control and all participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements this Agreement and all Similar Arrangements within twelve (12) months of the termination of date the arrangementsBank or Company irrevocably takes all necessary action to terminate and liquidate this Agreement and all Similar Arrangements; (b) Upon the CompanyBank’s termination and liquidation of the Agreement within twelve (12) months of a corporate dissolution taxed under Section 331 of the Code or with the approval of a bankruptcy court provided that the amounts deferred under the Agreement are included in the ExecutiveDirector’s gross income in the latest of the following years (or, if earlier, the taxable year in which the amount is actually or constructively received): (i) the calendar year in which the Agreement terminates; (ii) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or (c) Upon the CompanyBank’s termination and liquidation of this Agreement and all other non-account balance plans (as referenced in Section 409A of the Code) Similar Arrangements, provided that (i) such action the termination and liquidation does not occur proximate to a downturn in the financial health of the Company; Bank, (ii) all termination distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and (iii) the Company Bank does not adopt any new non-account balance plans arrangement that would be a Similar Arrangement for a minimum of three (3) years following the date of such terminationthe Bank takes all necessary action to irrevocably terminate and liquidate the Agreement; the Company Bank may distribute the vested Accrual Balance as shown on Schedule AAccount Value, determined as of the date of the termination of the Agreement, to the Executive Director in a lump sum subject to the above terms.

Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 7.2, if the Company terminates this Agreement terminates in the following circumstances: (a) Upon the Company’s termination and liquidation of the Agreement pursuant to irrevocable action taken within Within thirty (30) days before, before or twelve (12) months after a change in the ownership or effective control of the CompanyBank, or in the ownership of a substantial portion of the assets of the Company Bank as described in Section 409A(2)(A)(v) of the Code, provided that all distributions are made no later than twelve (12) months following such termination of the this Agreement and further provided that all the Company’s Bank's arrangements which are substantially similar to the this Agreement are terminated so the Executive and all participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the arrangementssuch termination; (b) Upon the CompanyBank’s termination and liquidation of the Agreement within twelve (12) months of a corporate dissolution taxed under Section 331 of the Code or with the approval of a bankruptcy court provided that the amounts deferred under the this Agreement are included in the Executive’s 's gross income in the latest of the following years (or, if earlier, the taxable year in which the amount is actually or constructively received): (i) the calendar year in which the this Agreement terminates; (ii) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or (c) Upon the CompanyBank’s termination and liquidation of this and all other non-account balance plans which are substantially similar to this Agreement (as referenced in Section 409A of the Code) Code or the regulations thereunder), provided that (i) such action does not occur proximate to a downturn in the financial health of the Company; (ii) all distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and (iii) the Company Bank does not adopt any new non-account balance plans which are substantially similar to this Agreement for a minimum of three five (35) years following the date of such termination; the Company Bank may distribute the vested Accrual Balance as shown on Schedule ABalance, determined as of the date of the termination of the this Agreement, to the Executive in a lump sum subject to the above terms.. This Section 8.3 shall be administered and interpreted in a manner consistent with Section 409A HOME FEDERAL BANK Amended and Restated Salary Continuation Agreement