FOURTH AMENDMENT TO THE MCINTOSH STATE BANK SALARY CONTINUATION AGREEMENT DATED DECEMBER 8, 1985 AS AMENDED FOR WILLIAM KEY MALONE, SR.
FOURTH
AMENDMENT
TO
THE
XXXXXXXX
STATE BANK
SALARY
CONTINUATION AGREEMENT
DATED
DECEMBER 8, 1985
AS
AMENDED
FOR
XXXXXXX
KEY XXXXXX, SR.
THIS FOURTH AMENDMENT is adopted
this 30th day
of November, 2008, by and between XXXXXXXX STATE BANK, a state-chartered
commercial bank located in Xxxxxxx, Xxxxxxx (the “Company”), and XXXXXXX KEY
XXXXXX, SR. (the “Executive”).
The Company and the Executive executed
the Salary Continuation Agreement on December 8, 1985 effective January 1, 2001
and amended October 1, 1999, October 1, 2001 and January 9, 2007 (the
“Agreement”).
The undersigned hereby amend the
Agreement to reflect the final 409A Treasury Regulations. Therefore, the
following changes shall be made:
Section
1.1.1 of the Agreement shall be deleted in its entirety and replaced by the
following:
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1.1.1
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“Change
of Control” means a change in the ownership or effective control of
the Company or any entity which is the majority shareholder of the
Company, or in the ownership of a substantial portion of the assets of the
Company or any entity which is the majority shareholder of the Company, as
such change is defined in Section 409A of the Code and regulations
thereunder.
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Sections
2.4, 2.4.1 and 2.4.2 of the Agreement shall be deleted in their entirety and
replaced by the following:
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2.4
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Change of Control
Benefit. Upon Change of Control, the Company shall pay
to the Executive the benefit described in this Section 2.4 in lieu of any
other benefit under this Agreement.
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2.4.1
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Amount of
Benefit. The annual benefit under this Section 2.4 is
the Change of Control Benefit amount set forth in Schedule
A.
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2.4.2
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Payment of
Benefit. The Company shall pay the annual benefit amount
to the Executive in twelve (12) equal monthly installments payable on the
first day of each month commencing with the month following a Change of
Control and continuing for two hundred thirty nine (239) additional
months.
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IN WITNESS OF THE ABOVE, the
Company and the Executive hereby consent to this Fourth Amendment.
Executive: XXXXXXXX
STATE BANK
/s/ Xxxxxxx
Key Xxxxxx,
Sr.
By /s/ Xxxxx X.
Xxxxx
XXXXXXX
KEY XXXXXX,
SR.
Title Executive Vice
President
