Exhibit 10(v)
FORM
OF
DIRECTOR'S COMPENSATION AGREEMENT
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This Agreement is entered into this first day of January, 1984,
between THE NATIONAL BANK OF BLACKSBURG, 000 Xxxx Xxxxxx, Xxxxxxxxxx,
Xxxxxxxx 00000 (herein referred to as the "Bank") and Xx. Xxxxxxx X.
Xxxxxxxxxx, 000 Xxxxxxx Xxxxx Xxxxx, Xxxxxxxxxx, Xxxxxxxx 00000 (herein
referred to as the "Director").
W I T N E S S E T H
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WHEREAS, the Bank recognizes that the competent and faithful efforts
of Director on behalf of the Bank have contributed significantly to the
success and growth of the Bank; and
WHEREAS, the Bank values the efforts, abilities and accomplishments of
the Director and recognizes that his services are vital to its continued
growth and profits in the future; and
WHEREAS, the Bank desires to compensate the Director and retain his
services for five years, if elected, to serve on the Board of Directors.
Such compensation is set forth below; and
WHEREAS, the Director, in consideration of the foregoing, agrees to
continue to serve as a Director, if elected,
NOW, THEREFORE, it is mutually agreed as follows:
1. Compensation. The Bank agrees to pay Director the total sum of
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$33,240 payable in monthly installments of $277.00 for 120 consecutive
months, commencing on the first day of the month following Director's 65th
birthday. Payments to the Director will terminate when the 120 payments
have been made or at the time of the Director's death, whichever occurs
first.
2. Death of Director Before Age 65. In the event Director should
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die before reaching age 65, the Bank agrees to pay to Director's
beneficiary, designated in writing to the Bank, the sum of $277.00 per
month for 120 consecutive months. Payments will begin on the first day of
the month following Director's death.
3. Death of Director After Age 65. If the Director dies after age
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65, prior to receiving the full 120 monthly installments, the remaining
monthly installments will be paid to the Director's designated beneficiary
(ies). The beneficiary (ies) shall receive all remaining monthly
installments which the Director would have received until the total sum of
$33,240 set forth in paragraph "1" is paid. If the Director fails to
designate a beneficiary in writing to the Bank, the balance of monthly
installments remaining at the time of his death shall be paid to the legal
representative of the estate of the Director.
4. Termination of Service as a Director. If the Director, for any
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reason other than death, fails to serve five consecutive years as a
Director, he will receive monthly compensation beginning at age 65 on the
basis that the number of full months served bears to the required number of
60 months times the compensation stated in paragraph "1." For example, if
the Director serves only 36 months, he will be entitled to 36/60 or 60% of
the compensation stated in paragraph "1."
5. Suicide. No payments will be made to the Director's beneficiary
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(ies) or to his estate in the event of death by suicide during the first
three years of this Agreement.
6. Status of Agreement. This Agreement does not constitute a
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contract of employment between the parties, nor shall any provision of this
Agreement restrict the right of the Bank's Shareholders to replace the
Director or the right of the Director to terminate his service.
7. Binding Effect. This Agreement shall be binding upon the parties
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hereto and upon the successors and assigns of the Bank, and upon the heirs
and legal representatives of the Director.
8. Interruption of Service. The service of the Director shall not
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be deemed to have been terminated or interrupted due to his absence from
active service on account of illness, disability, during any authorized
vacation or during temporary leaves of absence granted by the Bank for
reasons of professional advancement, education, health or government
service, or during military leave for any period if the Director is elected
to serve on the Board following such interruption.
9. Forfeiture of Compensation by Competition. The Director agrees
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that all rights to compensation following age 65 shall be forfeited by him
if he engages in competition with the Bank, without the prior written
consent of the Bank, within a radius of 50 miles of the main office of the
Bank for a period of ten years, coinciding with the number of years that
the Director shall receive such compensation.
10. Assignment of Rights. None of the rights to compensation under
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this Agreement are assignable by the Director or any beneficiary or
designee of the Director and any attempt to anticipate, sell, transfer,
assign, pledge, encumber or change Director's right to receive compensation
shall be void.
11. Status of Director's Rights. The rights granted to the Director
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or any designee or beneficiary under this Agreement shall be solely those
of an unsecured creditor of the Bank.
12. Amendments. This Agreement may be amended only by a written
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agreement signed by the parties.
13. If the Bank shall acquire an insurance policy or any other asset
in connection with the liabilities assumed by it hereunder, it is expressly
understood and agreed that neither Director nor any beneficiary of Director
shall have any right with respect to, or claim against, such policy or
other asset except as expressly provided by the terms of such policy or in
the title to such other asset. Such policy or asset shall not be deemed to
be held under any trust for the benefit of Director or his beneficiaries or
to be held in any way as collateral security for the fulfilling of the
obligations of the Bank under this Agreement except as may be expressly
provided by the terms of such policy or other asset. It shall be, and
remain, a general, unpledged, unrestricted asset of the Bank.
14. This Agreement shall be construed under and governed by the laws
of the State of Virginia.
15. Interpretation. Wherever appropriate in this Agreement, words
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used in the singular shall include the plural and the masculine shall
include the feminine gender.
16. This Agreement shall be binding upon and inure to the benefit of
any successor of the Bank and any such successor shall be deemed
substituted for the Bank under the terms of this Agreement. As used
herein, the term "successor" shall include any person, corporation or other
business entity which at any time, whether by merger, purchase or
otherwise, acquires all or substantially all of the stock, assets or
business of the Bank.
IN WITNESS WHEREOF, the parties have signed this Agreement the day and
year above written.
THE NATIONAL BANK OF BLACKSBURG
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By: s/ Xxxxx X. Xxxxx
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(SEAL) XXXXX X. XXXXX, PRESIDENT
s/ X. X. Xxxxx s/ Xxxxxxx X. Xxxxxxxxxx
-------------------------- ------------------------------------- (SEAL)
Witness XXXXXXX X. XXXXXXXXXX, M.D., DIRECTOR
THE NATIONAL BANK OF BLACKSBURG
BOARD OF DIRECTORS
DEFERRED COMPENSATION "BRICK" PLAN DIRECTOR PARTICIPANTS
PHOENIX
LIFE POLICY DATE OF DATE OF
SOCIAL DATE OF NUMBER DEFERRED FIRST OF
DATE OF SECURITY PHOENIX AND FACE COMP. 120 AMOUNT OF
DIRECTOR'S NAME BIRTH NUMBER LIFE POLICY AMOUNT AGMT. PAYMENTS PAYMENT
--------------- ----- ------ ----------- ------ ----- -------- -------
Xxxxxxx X. Xxxxxxxxxx 03/08/26 ###-##-#### 03/01/85 2,329,477 01/01/84 04/01/91 $277.00/month
$ 27,797 120 months
Xxxxxx X. Xxxxxx 03/22/32 ###-##-#### 12/01/84 2,320,072 01/01/84 04/01/97 $485.17/month
$ 37,772 120 months
Xxxxxx X. Xxxxxxxxxxx, Xx. 10/09/28 ###-##-#### 12/01/84 2,320,250 01/01/84 11/01/93 $359.25/month
$ 32,534 120 months
Xxxx X. Xxxxxx 05/23/30 ###-##-#### 11/22/84 2,320,298 01/01/84 06/01/95 $435.92/month
$ 35,987 120 months
Xxxxx X. Xxxxx 08/17/44 ###-##-#### 01/01/86 2,355,103 01/01/85 09/01/09 $1,610.50/month
$ 65,702 120 months
Xxxxx X. Xxxxxx 12/31/43 ###-##-#### 05/06/89 2,474,541 01/01/89 01/01/09 $909.25/month
$ 111,991 120 months
