FIRST AMENDMENT TO THE COMMUNITY BANK DIRECTOR RETIREMENT AGREEMENT DATED MARCH 3, 2004 FOR
EXHIBIT 10.9
Attached hereto is the Form of First Amendment to the Community Bank Director Retirement Agreement dated March 3, 2004 for Directors Andersen, Cooke, Fairchilds, Hickok, Xxxxx and Xxxxxxx and the individual director' Schedule A to each such agreement.
FIRST AMENDMENT
TO
THE
COMMUNITY BANK
DIRECTOR RETIREMENT
AGREEMENT
DATED MARCH 3,
2004
FOR
THIS AMENDMENT is adopted this ________ day of __________________, 2005, by and between COMMUNITY BANK, a savings association located in Staunton, Virginia (the "Company") and ____________________ (the "Director")
On March 3, 2004, the Company and the Director executed the COMMUNITY BANK DIRECTOR RETIREMENT AGREEMENT (the "Agreement").
The undersigned hereby amends, in part, said Agreement for the purpose of (1) adding a Change in Control Benefit, and (2) revising the Early Termination benefit. Therefore,
Article 1 of the Agreement shall be amended by adding to it the definition of Change in Control as follows:
"Change in Control" means 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 such change is defined in Section 409A of the Code and regulations there under.
Article 1 of the Agreement shall be amended by deleting the definition of Early Termination in its entirety and replacing it by the new definition of Early Termination as follows:
"Early Termination" means the Termination of Service before Normal Retirement Age for reasons other than death, Disability, Termination for Cause or following a Change in Control.
Section 2.2.1 of the Agreement shall be deleted in its entirety and replaced by the new Section 2.2.1 as follows:
| 2.2.1 | Amount of Benefit. The annual benefit under this Section 2.2 is the Early Termination amount set forth on Schedule A for the Plan Year ending immediately prior to the Early Termination Date. |
Section 2.4 shall be added to the Agreement as follows:
| 2.4 | Change in Control Benefit. Upon Termination of Service prior to the Normal Retirement Age and following a Change in Control, the Company shall pay to the Director the benefit described in this Section 2.4 in lieu of any other benefit under this Article. |
| 2.4.1 | Amount of Benefit. The annual benefit under this Section 2.4 is the sum of $10,800 plus interest compounded at 3% annually for each Plan Year completed prior to the date of Termination of Service. |
| 2.4.2 | Payment of Benefit. The Company shall pay the annual benefit to the Director in twelve (12) equal monthly installments commencing on the first day of the month following the Director's Normal Retirement Date. The annual benefit shall be paid to the Director for five (5) years. |
Schedule A to the Agreement shall be amended in its entirety and replaced with the new Schedule A attached to this Amendment.
IN WITNESS OF THE ABOVE, the Director and the Company have agreed to this First Amendment.
| DIRECTOR: | COMPANY: COMMUNITY BANK |
| ___________________________________ DIRECTOR |
By___________________________________ Its __________________________________ |
Community
Bank
Schedule A
| Xxxxxxx X. Xxxxxxxx Birth
Date: 4/18/1942 Plan Anniversary Date: 1/1/2005 Normal Retirement: 4/18/2012, Age 70 Normal Retirement Payment: Monthly for 5 years |
Early
Termination Monthly Installments Payable at Normal Retirement Date for 5 Years |
Disability Monthly Installments Payable at Termination for 5 Years |
Change of
Control Monthly Installments Payable at Normal Retirement Date for 5 Years |
PreRetirement Death Monthly Installments for Years | ||||||
| Period Ending |
Discount Rate |
Benefit Level (1) |
Accrual (2) |
Vesting (3) |
Based on Accrual (4) |
Vesting (5) |
Based on Benefit (6) |
Vesting (7) |
Based on Benefit (8) |
Based on Benefit (9) |
| Dec 20041 | 7.00% | 10,800 | 4,189 | 100% | 1,651 | 100% | 10,800 | 0% | 0 | 10,800 |
| Dec 2005 | 7.00% | 11,124 | 8,829 | 100% | 3,245 | 100% | 11,124 | 0% | 0 | 11,124 |
| Dec 2006 | 7.00% | 11,458 | 13,988 | 100% | 4,795 | 100% | 11,458 | 100% | 11,458 | 11,458 |
| Dec 2007 | 7.00% | 11,801 | 19,753 | 100% | 6,315 | 100% | 11,801 | 100% | 11,801 | 11,801 |
| Dec 2008 | 7.00% | 12,155 | 26,242 | 100% | 7,823 | 100% | 12,155 | 100% | 12,155 | 12,155 |
| Dec 2009 | 7.00% | 12,520 | 33,626 | 100% | 9,349 | 100% | 12,520 | 100% | 12,520 | 12,520 |
| Dec 2010 | 7.00% | 12,896 | 42,194 | 100% | 10,940 | 100% | 12,896 | 100% | 12,896 | 12,896 |
| Dec 2011 | 7.00% | 13,283 | 52,595 | 100% | 12,717 | 100% | 13,283 | 100% | 13,283 | 13,283 |
| Apr 2012 | 7.00% | 13,681 | 57,913 | 100% | 13,681 | 100% | 13,681 | 100% | 13,681 | 13,681 |
1 The first line reflects 12
months of data, January 2004 to December 2004.
2 Benefit amount based on a $10,800
beginning benefit, inflating at 3.00% each year to $13,681 at
retirement.
* IF THERE IS A
CONFLICT IN ANY TERMS OR PROVISIONS BETWEEN THIS SCHEDULE A AND THE AGREEMENT,
THE TERMS AND PROVISIONS OF THE
AGREEMENT SHALL PREVAIL. IF A
TRIGGERING EVENT OCCURS, REFER TO THE AGREEMENT TO DETERMINE THE ACTUAL BENEFIT
AMOUNT
BASED ON THE DATE OF THE EVENT.
| Director Retirement Plan
for Community Bank - Xxxxxxxx, XX 0000000 v0.35.10 06/07/2005:16 SCP-D 13039 136471 | Xxxxxxx X. Xxxxxxxx |
Community
Bank
Schedule A
| Xxxxx X. Xxxxx, Xx. Birth
Date: 12/31/1937 Plan Anniversary Date: 1/1/2005 Normal Retirement: 12/3/2007, Age 70 Normal Retirement Payment: Monthly for 5 years |
Early
Termination Monthly Installments Payable at Normal Retirement Date for 5 Years |
Disability Monthly Installments Payable at Termination for 5 Years |
Change of
Control Monthly Installments Payable at Normal Retirement Date for 5 Years |
PreRetirement Death Monthly Installments for Years | ||||||
| Period Ending |
Discount Rate |
Benefit Level (1) |
Accrual (2) |
Vesting (3) |
Based on Accrual (4) |
Vesting (5) |
Based on Benefit (6) |
Vesting (7) |
Based on Benefit (8) |
Based on Benefit (9) |
| Dec 20041 | 7.00% | 10,800 | 10,262 | 100% | 2,989 | 100% | 10,800 | 0% | 0 | 10,800 |
| Dec 2005 | 7.00% | 11,124 | 21,691 | 100% | 5,892 | 100% | 11,124 | 0% | 0 | 11,124 |
| Dec 2006 | 7.00% | 11,458 | 34,629 | 100% | 8,772 | 100% | 11,458 | 100% | 11,458 | 11,458 |
| Dec 2007 | 7.00% | 11,801 | 49,956 | 100% | 11,801 | 100% | 11,801 | 100% | 11,801 | 11,801 |
1 The first line reflects 12
months of data, January 2004 to December 2004.
2 Benefit amount based on a $10,800
beginning benefit, inflating at 3.00% each year to $11,801 at
retirement.
* IF THERE IS A
CONFLICT IN ANY TERMS OR PROVISIONS BETWEEN THIS SCHEDULE A AND THE AGREEMENT,
THE TERMS AND PROVISIONS OF THE
AGREEMENT SHALL PREVAIL. IF A
TRIGGERING EVENT OCCURS, REFER TO THE AGREEMENT TO DETERMINE THE ACTUAL BENEFIT
AMOUNT
BASED ON THE DATE OF THE EVENT.
| Director Retirement Plan
for Community Bank - Xxxxxxxx, XX 0000000 v0.35.10 06/07/2005:16 SCP-D 13039 136472 | Xxxxx X. Xxxxx, Xx. |
Community
Bank
Schedule A
| Xxxxxxx X. Xxxxxxxxxx
Birth Date: 3/18/1948 Plan Anniversary Date: 1/1/2005 Normal Retirement: 3/18/2018, Age 70 Normal Retirement Payment: Monthly for 5 years |
Early
Termination Monthly Installments Payable at Normal Retirement Date for 5 Years |
Disability Monthly Installments Payable at Termination for 5 Years |
Change of
Control Monthly Installments Payable at Normal Retirement Date for 5 Years |
PreRetirement Death Monthly Installments for Years | ||||||
| Period Ending |
Discount Rate |
Benefit Level (1) |
Accrual (2) |
Vesting (3) |
Based on Accrual (4) |
Vesting (5) |
Based on Benefit (6) |
Vesting (7) |
Based on Benefit (8) |
Based on Benefit (9) |
| Dec 20041 | 7.00% | 10,800 | 1,940 | 100% | 1,155 | 100% | 10,800 | 0% | 0 | 10,800 |
| Dec 2005 | 7.00% | 11,124 | 4,085 | 100% | 2,269 | 100% | 11,124 | 0% | 0 | 11,124 |
| Dec 2006 | 7.00% | 11,458 | 6,461 | 100% | 3,347 | 100% | 11,458 | 100% | 11,458 | 11,458 |
| Dec 2007 | 7.00% | 11,801 | 9,097 | 100% | 4,395 | 100% | 11,801 | 100% | 11,801 | 11,801 |
| Dec 2008 | 7.00% | 12,155 | 12,027 | 100% | 5,419 | 100% | 12,155 | 100% | 12,155 | 12,155 |
| Dec 2009 | 7.00% | 12,520 | 15,292 | 100% | 6,425 | 100% | 12,520 | 100% | 12,520 | 12,520 |
| Dec 2010 | 7.00% | 12,896 | 18,941 | 100% | 7,422 | 100% | 12,896 | 100% | 12,896 | 12,896 |
| Dec 2011 | 7.00% | 13,283 | 23,033 | 100% | 8,417 | 100% | 13,283 | 100% | 13,283 | 13,283 |
| Dec 2012 | 7.00% | 13,681 | 27,643 | 100% | 9,421 | 100% | 13,681 | 100% | 13,681 | 13,681 |
| Dec 2013 | 7.00% | 14,092 | 32,871 | 100% | 10,447 | 100% | 14,092 | 100% | 14,092 | 14,092 |
| Dec 2014 | 7.00% | 14,514 | 38,852 | 100% | 11,515 | 100% | 14,514 | 100% | 14,514 | 14,514 |
| Dec 2015 | 7.00% | 14,950 | 45,788 | 100% | 12,656 | 100% | 14,950 | 100% | 14,950 | 14,950 |
| Dec 2016 | 7.00% | 15,398 | 54,033 | 100% | 13,928 | 100% | 15,398 | 100% | 15,398 | 15,398 |
| Dec 2017 | 7.00% | 15,860 | 64,424 | 100% | 15,487 | 100% | 15,860 | 100% | 15,860 | 15,860 |
| Mar 2018 | 7.00% | 16,336 | 69,151 | 100% | 16,336 | 100% | 16,336 | 100% | 16,336 | 16,336 |
1 The first line reflects 12
months of data, January 2004 to December 2004.
2 Benefit amount based on a $10,800
beginning benefit, inflating at 3.00% each year to $16,336 at
retirement.
* IF THERE IS A
CONFLICT IN ANY TERMS OR PROVISIONS BETWEEN THIS SCHEDULE A AND THE AGREEMENT,
THE TERMS AND PROVISIONS OF THE
AGREEMENT SHALL PREVAIL. IF A
TRIGGERING EVENT OCCURS, REFER TO THE AGREEMENT TO DETERMINE THE ACTUAL BENEFIT
AMOUNT
BASED ON THE DATE OF THE EVENT.
| Director Retirement Plan
for Community Bank - Xxxxxxxx, XX 0000000 v0.35.10 06/07/2005:16 SCP-D 13039 136465 | Xxxxxxx X. Xxxxxxxxxx |
Community
Bank
Schedule A
| Xxxx X. Xxxxxx Birth
Date: 10/17/1936 Plan Anniversary Date: 1/1/2005 Normal Retirement: 10/17/2006, Age 70 Normal Retirement Payment: Monthly for 5 years |
Early
Termination Monthly Installments Payable at Normal Retirement Date for 5 Years |
Disability Monthly Installments Payable at Termination for 5 Years |
Change of
Control Monthly Installments Payable at Normal Retirement Date for 5 Years |
PreRetirement Death Monthly Installments for Years | ||||||
| Period Ending |
Discount Rate |
Benefit Level (1) |
Accrual (2) |
Vesting (3) |
Based on Accrual (4) |
Vesting (5) |
Based on Benefit (6) |
Vesting (7) |
Based on Benefit (8) |
Based on Benefit (9) |
| Dec 20041 | 7.00% | 10,800 | 15,114 | 100% | 4,058 | 100% | 10,800 | 0% | 0 | 10,800 |
| Dec 2005 | 7.00% | 11,124 | 32,046 | 100% | 8,024 | 100% | 11,124 | 0% | 0 | 11,124 |
| Oct 2006 | 7.00% | 11,458 | 48,501 | 100% | 11,458 | 100% | 11,458 | 100% | 11,458 | 11,458 |
1 The first line reflects 12
months of data, January 2004 to December 2004.
2 Benefit amount based on a $10,800
beginning benefit, inflating at 3.00% each year to $11,458 at
retirement.
* IF THERE IS A
CONFLICT IN ANY TERMS OR PROVISIONS BETWEEN THIS SCHEDULE A AND THE AGREEMENT,
THE TERMS AND PROVISIONS OF THE
AGREEMENT SHALL PREVAIL. IF A
TRIGGERING EVENT OCCURS, REFER TO THE AGREEMENT TO DETERMINE THE ACTUAL BENEFIT
AMOUNT
BASED ON THE DATE OF THE EVENT.
| Director Retirement Plan
for Community Bank - Xxxxxxxx, XX 0000000 v0.35.10 06/07/2005:16 SCP-D 13039 136475 | Xxxx X. Xxxxxx |
Community
Bank
Schedule A
| Xxxx X. Xxxxx Birth Date:
1/13/1939 Plan Anniversary Date: 1/1/2005 Normal Retirement: 1/13/2009, Age 70 Normal Retirement Payment: Monthly for 5 years |
Early
Termination Monthly Installments Payable at Normal Retirement Date for 5 Years |
Disability Monthly Installments Payable at Termination for 5 Years |
Change of
Control Monthly Installments Payable at Normal Retirement Date for 5 Years |
PreRetirement Death Monthly Installments for Years | ||||||
| Period Ending |
Discount Rate |
Benefit Level (1) |
Accrual (2) |
Vesting (3) |
Based on Accrual (4) |
Vesting (5) |
Based on Benefit (6) |
Vesting (7) |
Based on Benefit (8) |
Based on Benefit (9) |
| Dec 20041 | 7.00% | 10,800 | 7,760 | 100% | 2,438 | 100% | 10,800 | 0% | 0 | 10,800 |
| Dec 2005 | 7.00% | 11,124 | 16,381 | 100% | 4,799 | 100% | 11,124 | 0% | 0 | 11,124 |
| Dec 2006 | 7.00% | 11,458 | 26,051 | 100% | 7,117 | 100% | 11,458 | 100% | 11,458 | 11,458 |
| Dec 2007 | 7.00% | 11,801 | 37,092 | 100% | 9,451 | 100% | 11,801 | 100% | 11,801 | 11,801 |
| Dec 2008 | 7.00% | 12,155 | 50,311 | 100% | 11,955 | 100% | 12,155 | 100% | 12,155 | 12,155 |
| Jan 2009 | 7.00% | 12,520 | 52,998 | 100% | 12,520 | 100% | 12,520 | 100% | 12,520 | 12,520 |
1 The first line reflects 12
months of data, January 2004 to December 2004.
2 Benefit amount based on a $10,800
beginning benefit, inflating at 3.00% each year to $12,520 at
retirement.
* IF THERE IS A
CONFLICT IN ANY TERMS OR PROVISIONS BETWEEN THIS SCHEDULE A AND THE AGREEMENT,
THE TERMS AND PROVISIONS OF THE
AGREEMENT SHALL PREVAIL. IF A
TRIGGERING EVENT OCCURS, REFER TO THE AGREEMENT TO DETERMINE THE ACTUAL BENEFIT
AMOUNT
BASED ON THE DATE OF THE EVENT.
| Director Retirement Plan
for Community Bank - Xxxxxxxx, XX 0000000 v0.35.10 06/07/2005:16 SCP-D 13039 136466 | Xxxx X. Xxxxx |
Community
Bank
Schedule A
| Xxxxxx X. Xxxxxxx, Xx.
Birth Date: 1/27/1943 Plan Anniversary Date: 1/1/2005 Normal Retirement: 1/27/2013, Age 70 Normal Retirement Payment: Monthly for 5 years |
Early
Termination Monthly Installments Payable at Normal Retirement Date for 5 Years |
Disability Monthly Installments Payable at Termination for 5 Years |
Change of
Control Monthly Installments Payable at Normal Retirement Date for 5 Years |
PreRetirement Death Monthly Installments for Years | ||||||
| Period Ending |
Discount Rate |
Benefit Level (1) |
Accrual (2) |
Vesting (3) |
Based on Accrual (4) |
Vesting (5) |
Based on Benefit (6) |
Vesting (7) |
Based on Benefit (8) |
Based on Benefit (9) |
| Dec 20041 | 7.00% | 10,800 | 3,734 | 100% | 1,551 | 100% | 10,800 | 0% | 0 | 10,800 |
| Dec 2005 | 7.00% | 11,124 | 7,868 | 100% | 3,048 | 100% | 11,124 | 0% | 0 | 11,124 |
| Dec 2006 | 7.00% | 11,458 | 12,462 | 100% | 4,501 | 100% | 11,458 | 100% | 11,458 | 11,458 |
| Dec 2007 | 7.00% | 11,801 | 17,586 | 100% | 5,924 | 100% | 11,801 | 100% | 11,801 | 11,801 |
| Dec 2008 | 7.00% | 12,155 | 23,335 | 100% | 7,330 | 100% | 12,155 | 100% | 12,155 | 12,155 |
| Dec 2009 | 7.00% | 12,520 | 29,837 | 100% | 8,741 | 100% | 12,520 | 100% | 12,520 | 12,520 |
| Dec 2010 | 7.00% | 12,896 | 37,289 | 100% | 10,188 | 100% | 12,896 | 100% | 12,896 | 12,896 |
| Dec 2011 | 7.00% | 13,283 | 46,036 | 100% | 11,729 | 100% | 13,283 | 100% | 13,283 | 13,283 |
| Dec 2012 | 7.00% | 13,681 | 56,967 | 100% | 13,536 | 100% | 13,681 | 100% | 13,681 | 13,681 |
| Jan 2013 | 7.00% | 14,092 | 59,650 | 100% | 14,092 | 100% | 14,092 | 100% | 14,092 | 14,092 |
1 The first line reflects 12
months of data, January 2004 to December 2004.
2 Benefit amount based on a $10,800
beginning benefit, inflating at 3.00% each year to $14,092 at
retirement.
* IF THERE IS A
CONFLICT IN ANY TERMS OR PROVISIONS BETWEEN THIS SCHEDULE A AND THE AGREEMENT,
THE TERMS AND PROVISIONS OF THE
AGREEMENT SHALL PREVAIL. IF A
TRIGGERING EVENT OCCURS, REFER TO THE AGREEMENT TO DETERMINE THE ACTUAL BENEFIT
AMOUNT
BASED ON THE DATE OF THE EVENT.
| Director Retirement Plan
for Community Bank - Xxxxxxxx, XX 0000000 v0.35.10 06/07/2005:16 SCP-D 13039 136470 | Xxxxxx X. Xxxxxxx, Xx. |
