SECOND AMENDMENT TO THE MCINTOSH STATE BANK DIRECTOR RETIREMENT AGREEMENT DATED DECEMBER 19, 2002 AND AMENDED JANUARY 9, 2007 FOR WILLIAM T. WEBB
SECOND
AMENDMENT
TO
THE
XXXXXXXX
STATE BANK
DATED
DECEMBER 19, 2002
AND
AMENDED JANUARY 9, 2007
FOR
XXXXXXX
X. XXXX
THIS SECOND 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 X. XXXX
(the “Director”).
The Company and the Director executed
the DIRECTOR RETIREMENT AGREEMENT on December 19, 2002 effective as of January
1, 2003, and executed a First Amendment on January 9, 2007 (the
“Agreement”).
The undersigned hereby amend the
Agreement for the purpose of bringing the Agreement into compliance with Section
409A of the Internal Revenue Code. Therefore, the following changes
shall be made:
Section 1.1 of the Agreement shall be
deleted in its entirety and replaced by the following:
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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 2.3, 2.3.1 and 2.3.2 of the
Agreement shall be deleted in their entirety and replaced by the
following:
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2.3
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Change of Control
Benefit. Upon a Change in Control, the Company shall pay
to the Director the benefit described in this Section 2.3 in lieu of any
other benefit under this Agreement.
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2.3.1
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Amount of
Benefit. The annual benefit under this Section 2.3 is
the Change of Control Annual Benefit set forth in Schedule A for the Plan
Year ending immediately prior to the date of the Change in Control occurs,
determined by vesting the Director in the projected Normal Retirement
Benefit described in Section 2.1.1.
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2.3.2
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Payment of
Benefit. The Company shall pay the annual benefit amount
to the Director in twelve (12) equal monthly installments commencing with
the month following a Change of Control, payable to the Director for a
period of ten (10) years.
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IN WITNESS OF THE ABOVE, the
Company and the Director hereby consent to this Second Amendment.
Director: XXXXXXXX
STATE BANK
/s/ Xxxxxxx
X.
Xxxx
By /s/ Xxxxxxx X.
Xxxxxx
XXXXXXX
X.
XXXX
Title Chief Executive
Officer
