Exhibit 10.41


 


	COMMUNITY BANK OF TRI-COUNTY 
	Salary Continuation Agreement


 



COMMUNITY BANK OF TRI-COUNTY 

SALARY CONTINUATION AGREEMENT


 


THIS SALARY CONTINUATION
AGREEMENT (the “Agreement”) is adopted this 21st day of August, 2006, by and between COMMUNITY BANK OF TM-COUNTY, a
state-chartered commercial bank located in Waldorf, Maryland (the “Company-) and JAMES MULDOWNEY BURKE (the “Executive”).


 


The purpose of this Agreement
is to provide specified benefits to the Executive, a member of a select group of management or highly compensated employees who
contribute materially to the continued growth, development, and future business success of the Company. This Agreement shall be
unfunded for tax purposes and for purposes of Title I of the Employee Retirement Income Security Act of 1974 (“ERISA”),
as amended from time to time.


 


Article 1

Definitions


 


Whenever used in this Agreement, the following
words and phrases shall have the meanings specified:


 


		1.1	“Beneficiary” means each designated
person, or the estate of the deceased Executive, entitled to benefits, if any, upon the death of the Executive determined pursuant
to Article 4.



 


		1.2	“Beneficiary Designation Form” means
the form established from time to time by the Plan Administrator that the Executive completes, signs, and returns to the Plan
Administrator to designate one or more Beneficiaries.



 


		1.3	“Board” means the Board of Directors
of the Company as from time to time constituted.



 


		1.4	“Change in Control” shall mean the
occurrence of any of the following events:



 


(a)          individuals who, on the date of this Agreement, constitute the Board of Directors of the Company (the “Incumbent Directors”)
cease for any reason to constitute at least half of the Board of Directors of the Company, provided that any person becoming a
director subsequent to such time, whose election or nomination for election was approved by a vote of at least two-thirds (2/3)
of the Incumbent Directors then on the Board of Directors of the Company (either by a specific vote or by approval of the proxy
statement of the Company in which such person is named as a nominee for director, without written objection to such nomination)
shall be an Incumbent Director; provided, however, that no individual initially elected or nominated as a director of the Company
as a result of an actual or threatened election contest with respect to directors or as a result of any other actual or threatened
solicitation of proxies or consents by or on behalf of any person other than the Board of Directors of the Company shall be deemed
to be an Incumbent Director;


 




    	 	1	 



     


    

 


	COMMUNITY BANK OF TRI-COUNTY 
	Salary Continuation Agreement



 


(b)          any “person” (as such term is defined in Section 3(a)(9) of the Securities Exchange Act of 1934 (the “Exchange
Act”) and as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) is or becomes a “beneficial owner”
(as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 25% or more
of the combined voting power of the Company’s then outstanding securities eligible to vote for the election of the Board
of Directors of the Company (the “Company Voting Securities”); provided, however, that the event described in this
paragraph (b) shall not be deemed to be a Change in Control by virtue of any of the following acquisitions: (1) by the Company
or any subsidiary, (2) by any employee benefit plan (or related trust) sponsored or maintained by the Company or any subsidiary,
(3) by any underwriter temporarily holding securities pursuant to an offering of such securities or (4) a transaction (other than
one described in (c) below) in which Company Voting Securities are acquired from the Company, if a majority of the Incumbent Directors
approve a resolution providing expressly that the acquisition pursuant to this clause (4) does not constitute a Change in Control
under this paragraph (b);


 


(c)          the consummation of a merger, consolidation, statutory share exchange or similar form of corporate transaction involving the Company
or any of its subsidiaries that requires the approval of the Company’s stockholders, whether for such transaction or the
issuance of securities in the transaction (a “Business Combination”), unless immediately following such Business Combination:
(1) at least 50% of the total voting power of (x) the corporation resulting from such Business Combination (the “Surviving
Corporation”), or (y) if applicable, the ultimate parent corporation that directly or indirectly has beneficial ownership
of 100% of the voting securities eligible to elect directors of the Surviving Corporation (the “Parent Corporation”),
is represented by the Company Voting Securities that were outstanding immediately prior to such Business Combination (or, if applicable,
is represented by shares into which such Company Voting Securities were converted pursuant to such Business Combination), and
such voting power among (and only among) the holders thereof is in substantially the same proportion as the voting power of such
Company Voting Securities among the holders thereof immediately prior to the Business Combination, (2) no person (other than any
employee benefit plan (or related trust) sponsored or maintained by the Surviving Corporation or the Parent Corporation) is or
becomes the beneficial owner, directly or indirectly, of 25% or more of the total voting power of the outstanding voting securities
eligible to elect directors of the Parent Corporation (or, if there is no Parent Corporation, the Surviving Corporation) and (3)
at least 50% of the members of the board of directors of the Parent Corporation (or, if there is no Parent Corporation, the Surviving
Corporation) following the consummation of the Business Combination were Incumbent 
Directors at the time of the Company Board’s approval of the execution of the initial agreement providing for such Business
Combination; or


 




    	 	2	 



     


    

 


	COMMUNITY BANK OF TRI-COUNTY 
	Salary Continuation Agreement



 


(d)          the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company or a sale of all or substantially
all of the Company’s assets.


 


Notwithstanding the foregoing, a Change in
Control shall not be deemed to occur solely because any person acquires beneficial ownership of more than 25% of Company Voting
Securities as a result of the acquisition of Company Voting Securities by the Company which reduces the number of Company Voting
Securities outstanding; provided, that if after such acquisition by the Company such person becomes the beneficial owner of additional
Company Voting Securities that increases the percentage of outstanding Company Voting Securities beneficially owned by such person,
a Change in Control of the Company shall then occur.


 


		1.5	“Code” means the Internal Revenue
Code of 1986, as amended.



 


		1.6	“Corporation” means the Tri-County
Financial Corporation.



 


		1.7	“Disability” means the Executive’s
(i) inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment
which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months; or (ii)
receipt of disability benefits for a period of 3 months under an accident and health plan of the employer by reason of the participant’s
medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a
continuous period of not less than 12 months.



 


		1.8	“Early Termination” means Separation
from Service before Normal Retirement Age except when such Separation from Service occurs: (i) within twelve (12) months following
a Change in Control; or (ii) due to death, Disability, or Termination for Cause.



 


		1.9	“Effective Date” means January 1,
2006.



 


		1.10	“Normal Retirement Age” means the
Executive attaining age sixty-five (65).



 


		1.11	“Normal Retirement Date” means the
date of the Executive’s Separation from Service on or after attaining Normal Retirement Age.



 


		1.12	“Plan Administrator” means the plan
administrator described in Article 6.



 


		1.13	“Plan
                                         Year” means each twelve-month period commencing on January l and ending on
                                         December 31st of each year. The initial Plan Year shall commence on the Effective
                                         Date of this Agreement and end on the following December 31st.



 




    	 	3	 



     


    

 


	COMMUNITY BANK OF TRI-COUNTY 
	Salary Continuation Agreement



 


		1.14	“Schedule A” means the schedule attached
to this Agreement and made a part hereof. Schedule A shall be updated upon a change in any of the benefits under Articles 2 or
3.



 


		1.15	“Separation from Service” means the
termination of the Executive’s employment with the Company for reasons other than death (except as provided in Section 1.8).
Whether a Separation from Service takes place is determined based on the facts and circumstances surrounding the termination of
the Executive’s employment and whether the Company and the Executive intended for the Executive to provide significant services
for the Company following such termination_ A termination of employment will not be considered a Separation from Service if:



 


		(a)	the Executive continues to provide services as an employee of the Company at an annual rate that
is twenty percent (20%) or more of the services rendered, on average, during the immediately preceding three full calendar years
of employment (or, if employed less than three years, such lesser period) and the annual remuneration for such services is twenty
percent (20%) or more of the average annual remuneration earned during the final three full calendar years of employment (or, if
less, such lesser period), or



 


		(b)	the Executive continues to provide services to the Company in a capacity other than as an employee
of the Company at an annual rate that is fifty percent (50%) or more of the services rendered, on average, during the immediately
preceding three full calendar years of employment (or if employed less than three years, such lesser period) and the annual remuneration
for such services is fifty percent (50%) or more of the average annual remuneration earned during the final three full calendar
years of employment (or if less, such lesser period).



 


		1.16	“Specified Employee” means a key employee
(as defined in Section 416(i) of the Code without regard to paragraph 5 thereof) of the Company if any stock of the Company is
publicly traded on an established securities market or otherwise.



 


		1.17	“Termination for Cause” shall have
the meaning set forth in Article 5.



 


Article 2

Distributions During Lifetime


 


		2.1	Normal Retirement
                                         Benefit. Upon Separation from Service on or after the Normal Retirement Date, the
                                         Company shall distribute to the Executive the benefit described in this Section 2.1 in
                                         lieu of any other benefit under this Article.



 


		2.1.1	Amount of
                                         Benefit. The annual benefit under this Section 2.1 is Sixty-Five Thousand Dollars
                                         ($65,000), payable for a period of fifteen (15) years and resulting in a total benefit
                                         of Nine Hundred Seventy-Five Thousand Dollars ($975,000). The Company’s Board of
                                         Directors, in its sole discretion, through a duly adopted resolution, may increase the
                                         annual benefit under this Section prior to the Executive’s Separation from Service.



 




    	 	4	 



     


    

 


	COMMUNITY BANK OF TRI-COUNTY 
	Salary Continuation Agreement



 


		2.1.2	Distribution
                                         of Benefit. The Company shall distribute the benefit to the Executive in one hundred
                                         eighty (180) consecutive equal monthly installments, commencing on the first day of the
                                         month following Separation from Service.



 


		2.2	Early Termination
                                         Benefit. Upon Early Termination, the Company shall distribute to the Executive the
                                         benefit described in this Section 2.2 in lieu of any other benefit under this Article.



 


		2.2.1	Amount of
                                         Benefit. The benefit under this Section 2.2 is the Early Termination Benefit set
                                         forth on Schedule A for the Plan Year ending prior to Separation from Service.



 


		2.2.2	Distribution
                                         of Benefit. The Company shall distribute the benefit to the Executive in one hundred
                                         eighty (180) consecutive equal monthly installments commencing the first day of the month
                                         following the Executive attaining Normal Retirement Age.



 


		2.3	Disability Benefit.
                                         If the Executive experiences a Disability which results in a Separation from Service
                                         prior to Normal Retirement Age, the Company shall distribute to the Executive the benefit
                                         described in this Section 2.3 in lieu of any other benefit under this Article.



 


		2.3.1	Amount of
                                         Benefit. The benefit under this Section 2.3 is the Normal Retirement Benefit amount
                                         described in Section 2.1.1.



 


		2.3.2	Distribution
                                         of Benefit. The Company shall distribute the benefit to the Executive in one hundred
                                         eighty (180) consecutive equal monthly installments commencing the first day of the month
                                         following the Executive attaining Normal Retirement Age.



 


		2.4	Change in Control
                                         Benefit. Upon a Change in Control, followed within twelve (12) months by a Separation
                                         from Service, the Company shall distribute to the Executive the benefit described in
                                         this Section 2.4 in lieu of any other benefit under this Article.



 


		2.4.1	Amount of Benefit. The benefit under this Section
2.4 is the Normal Retirement Benefit amount described in Section 2.1.1.



 


		2.4.2	Distribution
                                         of Benefit. The Company shall distribute the benefit to the Executive in one hundred
                                         eighty (180) consecutive equal monthly installments commencing the first day of the month
                                         following the Executive attaining Normal Retirement Age.



 




    	 	5	 



     


    

 


	COMMUNITY BANK OF TRI-COUNTY 
	Salary Continuation Agreement



 


		2.5	Restriction
on Timing of Distribution. Notwithstanding any provision of this Agreement to the contrary, if the Executive is considered
a Specified Employee at Separation from Service under such procedures as established by the Company in accordance with Section
409A of the Code, benefit distributions that are made upon Separation from Service may not commence earlier than six (6) months
after the date of such Separation from Service. Therefore, in the event this Section 2.5 is applicable to the Executive, any distribution
which would otherwise be paid to the Executive within the first six months following the Separation from Service shall be accumulated
and paid to the Executive in a lump sum on the first day of the seventh month following the Separation from Service. All subsequent
distributions shall be paid in the manner specified under this Article 11 of the Plan with respect to the applicable benefit.



 


		2.6	Distributions
                                         Upon Income Inclusion Under Section 409A of the Code. Upon the inclusion of any amount
                                         into the Executive’s income as a result of the failure of this non-qualified deferred
                                         compensation plan to comply with the requirements of Section 409A of the Code, to the
                                         extent such tax liability can be covered by the amount which the Company has accrued
                                         with respect to the obligations described in this Article 2, a distribution shall be
                                         made as soon as is administratively practicable following the discovery of the plan failure.



 


		2.7	Change in Form or Timing of Distributions. For
distribution of benefits under this Article 2, the Executive and the Company may, subject to the terms of Section 8.1, amend the
Agreement to delay the timing or change the form of distributions. Any such amendment:



 


		(a)	may not accelerate the time or schedule of any distribution, except as provided in Section
                                                                                                  409A of the Code and the regulations thereunder;



 


		(b)	must, for benefits distributable under Section 2.2, 2.3 and 2.4, be made at least twelve (12)
                                                                                                  months prior to the first scheduled distribution;



 


		(c)	must, for benefits distributable under Sections 2.1, 2.2, 2.3 and 2.4, delay the commencement
                                                                                                  of distributions for a minimum of five (5) years from the date the first distribution was originally scheduled to be made; and 



 


		(d)	must take effect not less than. twelve (12) months after the amendment is made.



 


Article 3

Distribution at Death


 


		3.1	Death During
                                         Active Service. If the Executive dies before Separation from Service and prior to
                                         Normal Retirement Age, the Company shall distribute to the Beneficiary the benefit described
                                         in this Section 3.1. This benefit shall be distributed in lieu of the benefits under
                                         Article 2.



 




    	 	6	 



     


    

 


	COMMUNITY BANK OF TRI-COUNTY 
	Salary Continuation Agreement



 


		3.1.1	Amount
                                         of Benefit. The benefit under this Section 3.1 is the Normal Retirement Benefit amount
                                         described in Section 2.1.1.



 


		3.1.2	Distribution
                                         of Benefit. The Company shall distribute the benefit to the Beneficiary in one hundred
                                         eighty (180) consecutive equal monthly installments for commencing the first day of the
                                         month following receipt by the Company of the Executive’s death certificate.



 


		3.2	Death During Distribution of a Benefit. If the
Executive dies after any benefit distributions have commenced under this Agreement but before receiving all such distributions,
the Company shall distribute to the Beneficiary the remaining benefits at the same time and. in the same amounts that would have
been distributed to the Executive had the Executive survived.



 


		3.3	Death After
                                         Separation from Service But Before Benefit Distributions Commence. If the Executive
                                         is entitled to benefit distributions under this Agreement, but dies prior to the commencement
                                         of said benefit distributions, the Company shall distribute to the Beneficiary the same
                                         benefits that the Executive was entitled to prior to death except that the benefit distributions
                                         shall commence within thirty (30) days following receipt by the Company of the Executive’s
                                         death certificate.



 


Article 4

Beneficiaries


 


		4.1	Beneficiary. The Executive shall have the right,
at any time, to designate a Beneficiary to receive any benefit distributions under this Agreement upon the death of the Executive.
The Beneficiary designated under this Agreement may be the same as or different from the beneficiary designation under any other
plan of the Company in which the Executive participates.



 


		4.2	Beneficiary Designation: Change. The Executive
shall designate a Beneficiary by completing and signing the Beneficiary Designation Form, and delivering it to the Plan Administrator
or its designated agent. The Executive’s beneficiary designation shall be deemed automatically revoked if the Beneficiary
predeceases the Executive or if the Executive names a spouse as Beneficiary and the marriage is subsequently dissolved. The Executive
shall have the right to change a Beneficiary by completing, signing and otherwise complying with the terms of the Beneficiary
Designation Form and the Plan Administrator’s rules and procedures, as in effect from time to time. Upon the acceptance
by the Plan Administrator of a new Beneficiary Designation Form, all Beneficiary designations previously filed shall be cancelled.
The Plan Administrator shall be entitled to rely on the last Beneficiary Designation Form filed by the Executive and accepted
by the Plan Administrator prior to the Executive’s death.



 




    	 	7	 



     


    

 


	COMMUNITY BANK OF TRI-COUNTY 
	Salary Continuation Agreement



 


		4.3	Acknowledgment.
No designation or change in designation of a Beneficiary shall be effective until received, accepted and acknowledged in writing
by the Plan Administrator or its designated agent.



 


		4.4	No Beneficiary Designation. If the Executive dies
without a valid beneficiary designation, or if all designated Beneficiaries predecease the Executive, then the Executive’s
spouse shall be the designated Beneficiary. If the Executive has no surviving spouse, the benefits shall be made to the personal
representative of the Executive’s estate.



 


		4.5	Facility of Distribution. If the Plan Administrator
determines in its discretion that a benefit is to be distributed to a minor, to a person declared incompetent, or to a person
incapable of handling the disposition of that person’s property, the Plan Administrator may direct distribution of such
benefit to the guardian, legal representative or person having the care or custody of such minor, incompetent person or incapable
person. The Plan Administrator may require proof of incompetence, minority or guardianship as it may deem appropriate prior to
distribution of the benefit. Any distribution of a benefit shall be a distribution for the account of the Executive and the Executive’s
Beneficiary, as the case may be, and shall be a complete discharge of any liability under the Agreement for such distribution
amount.



 


Article 5

General Limitations


 


		5.1	Termination for Cause. Notwithstanding any provision
of this Agreement to the contrary, the Company shall not pay any benefit under this Agreement if the Company terminates the Executive’s
employment for Cause. Cause shall mean a good faith determination of the Company’s Board of Directors that the Executive
has: (a) engaged in acts of personal dishonesty which have resulted in loss to the Company, or one of its affiliates, (b) intentionally
failed to perform stated duties, (c) committed a willful violation of any law, rule, regulation (other than traffic violations
or similar offenses), (d) become subject to the entry of a final cease and desist order which results in substantial loss to the
Company or one of its affiliates, (e) been convicted of a crime or act involving moral turpitude, (f) willfully breached the Company’s
code of conduct and business ethics, (g) been disqualified or barred by any governmental or self-regulatory authority from serving
in the Executive’s then-current employment capacity or (h) willfully attempted to obstruct or failed to cooperate with any
investigation authorized by the Board of Directors or any governmental or self-regulatory entity. No act or failure to act on
the part of the Executive shall be considered “willful” unless it is done, or omitted to be done, by the Executive
in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company.
Any act or failure to act that is based upon authority given pursuant to a resolution duly adopted by the Board of Directors,
or upon the advice of legal counsel for the Company, shall be conclusively presumed to be done, or omitted to be done, by the
Executive in good faith and in the best interests of the Company.



 




    	 	8	 



     


    

 


	COMMUNITY BANK OF TRI-COUNTY 
	Salary Continuation Agreement



 


		5.2	Suicide
or Misstatement. No benefits shall be distributed if the Executive commits suicide within three years after the Effective
Date of this Agreement, or if an insurance company which issued a life insurance policy covering the Executive and owned by the
Company denies coverage (i) for material misstatements of fact made by the Executive on an application for such life insurance,
or (ii) for any other reason.



 


		5.3	Required Regulatory Provision. No payments will
be made under this Agreement that would violate of 12 U.S.C. Sec. 1828(k) or 12 U.S.C. Sec. 1818(e) or any regulation promulgated
thereunder.



 


Article 6

Administration of Agreement


 


		6.1	Plan Administrator Duties. This Agreement shall be administered by a Plan
                                                                               Administrator which shall consist of the Board, or such committee or person(s) as the Board shall appoint. The Plan
                                                                               Administrator shall administer this Agreement according to its express terms and shall also have the discretion and
                                                                               authority to (i) make, amend, interpret and enforce all appropriate rules and regulations for the administration of this
                                                                               Agreement and (ii) decide or resolve any and all questions including interpretations of this Agreement, as may arise in
                                                                               connection with the Agreement to the extent the exercise of such discretion and authority does not conflict with Section 409A
                                                                               of the Code and regulations thereunder.



 


		6.2	Agents. In the administration of this Agreement,
the Plan Administrator may employ agents and delegate to them such administrative duties as it sees fit, (including acting through
a duly appointed representative), and may from time to time consult with counsel who may be counsel to the Company.



 


		6.3	Binding Effect of Decisions. The decision or action
of the Plan Administrator with respect to any question arising out of or in connection with the administration, interpretation
and application of the Agreement and the rules and regulations promulgated hereunder shall be final and conclusive and binding
upon all persons having any interest in the Agreement.



 


		6.4	Indemnity of Plan Administrator. The Company shall
indemnify and hold harmless the members of the Plan Administrator against any and all claims, losses, damages, expenses or liabilities
arising from any action or failure to act with respect to this Agreement, except in the case of willful misconduct by the Plan
Administrator or any of its members.



 


		6.5	Company information. To enable the Plan Administrator
to perform its functions, the Company shall supply full and timely information to the Plan Administrator on all matters relating
to the date and circumstances of the Disability, death, or Separation from Service of the Executive and such other pertinent information
as the Plan Administrator may reasonably require.



 




    	 	9	 



     


    

 


	COMMUNITY BANK OF TRI-COUNTY 
	Salary Continuation Agreement



 


		6.6	Annual
Statement. The Plan Administrator shall provide to the Executive, within one hundred twenty (120) days after the end of each
Plan Year, a statement setting forth the benefits to be distributed under this Agreement.



 


Article 7

Claims And Review Procedures


 


		7.1	For all claims, the following procedures will apply:



 


		7.1.1	Claims Procedure.
                                         Any individual (“Claimant”) who has not received benefits under this Agreement
                                         that he or she believes should be paid shall make a claim for such benefits as follows:



 


		7.1.1.1	Initiation — Written Claim. The Claimant
initiates a claim by submitting to the Company a written claim for the benefits.



 


		7.1.1.2	Timing of Company Response. The Company shall
respond to such Claimant within ninety (90) days after receiving the claim. If the Company determines that special circumstances
require additional time for processing the claim, the Company can extend the response period by an additional ninety (90) days
by notifying the Claimant in writing, prior to the end of the initial ninety (90) day period, that an additional period is required.
The notice of extension must set forth the special circumstances and the date by which the Company expects to render its decision.



 


		7.1.1.3	Notice of Decision. If the Company denies part
or all of the claim, the Company shall notify the Claimant in writing of such denial. The Company shall write the notification
in a manner calculated to be understood by the Claimant. The notification shall set forth:



 


		(a)	The specific reasons for the denial,



 


		(b)	A reference to the specific provisions of this Agreement on which the denial is based,



 


		(c)	A description of any additional information or material necessary for the Claimant to perfect the
claim and an explanation of why it is needed,



 


		(d)	An explanation of this Agreement’s review procedures and the time limits applicable to such procedures, and



 


		(e)	A statement of the Claimant’s right to bring a civil action under ERISA Section 502(a) following
an adverse benefit determination on review.



 




    	 	10	 



     


    

 


	COMMUNITY BANK OF TRI-COUNTY 
	Salary Continuation Agreement



 


		7.1.2	Review
Procedure. If the Company denies part or all of the claim, the Claimant shall have the opportunity for a full and fair review
by the Company of the denial, as follows:



 


		7.1.2.1	Initiation — Written Request. To initiate
the review, the Claimant, within 60 days after receiving the Company’s notice of denial, must file with the Company a written
request for review.



 


		7.1.2.2	Additional Submissions — Information Access.
The Claimant shall then have the opportunity to submit written comments, documents, records and other information relating to
the claim. The Company shall also provide the Claimant, upon request and free of charge, reasonable access to, and copies of,
all documents, records and other information relevant (as defined in applicable ERISA regulations) to the Claimant’s claim
for benefits.



 


		7.1.2.3	Considerations on Review. In considering the review,
the Company shall take into account all materials and information the Claimant submits relating to the claim, without regard to
whether such information was submitted or considered in the initial benefit determination.



 


		7.1.2.4	Timing of Company Response. The Company shall
respond in writing to such Claimant within 60 days after receiving the request for review. If the Company determines that special
circumstances require additional time for processing the claim, the Company can extend the response period by an additional 60
days by notifying the Claimant in writing, prior to the end of the initial 60-day period, that an additional period is required.
The notice of extension must set forth the special circumstances and the date by which the Company expects to render its decision.



 


		7.1.2.5	Notice of Decision. The Company shall notify the
Claimant in writing of its decision on review. The Company shall write the notification in a manner calculated to be understood
by the Claimant. The notification shall set forth:



 


		(a)	The specific reasons for the denial,



 


		(b)	A reference to the specific provisions of this Agreement on which the denial is based,



 


		(c)	A statement that the Claimant is entitled to receive, upon request
and free of charge, reasonable access to, and copies of, all documents, records and other information relevant (as defined in 
applicable ERISA regulations) to the Claimant’s
claim for benefits, and



 




    	 	11	 



     


    

 


	COMMUNITY BANK OF TRI-COUNTY 
	Salary Continuation Agreement



 


		(d)	A statement of the Claimant’s right to bring a
civil action under ERISA Section 502(a).



 


Article 8

Amendments and Termination


 


		8.1	Amendments. This Agreement may be amended only
by a written agreement signed by the Company and the Executive. However, the Company may unilaterally amend this Agreement to
conform with written directives to the Company from its auditors or banking regulators or to comply with legislative or tax law,
including without limitation Section 409A of the Code and any and all regulations and guidance promulgated thereunder.



 


		8.2	Plan Termination Generally. This Agreement may
be terminated only by a written agreement signed by the Company and the Executive. However, the Company may unilaterally amend
this Agreement to conform with written directives to the Company from its auditors or banking regulators or to comply with legislative
or tax law, including without limitation Section 409A of the Code and any and all regulations and guidance promulgated thereunder.
The benefit shall be frozen as of the date the Agreement is terminated. Except as provided in Section 8.3, the termination of
this Agreement shall not cause a distribution of benefits under this Agreement. Rather, upon such termination benefit distributions
will be made at the earliest distribution event permitted under Article 2 or Article 3.



 


		8.3	Plan Terminations Under Section 409A. Notwithstanding
anything to the contrary in Section 8.2, if the Company terminates this Agreement in the following circumstances:



 


		(a)	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 dissolution 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 (i) the calendar year in which the Agreement terminates; (ii) the 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



 




    	 	12	 



     


    

 


	COMMUNITY BANK OF TRI-COUNTY 
	Salary Continuation Agreement



 


		(c)	Upon the Company’s termination of this and all other non-account balance plans (as referenced
in Section 409A of the Code or the regulations thereunder), provided that all distributions are made no earlier than twelve (12)
months and no later than twenty-four (24) months following such termination, and the Company does not adopt any new non-account
balance plans for a minimum of five (5) years following the date of such termination;



 


the Company may distribute the amount 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.


 


Article 9

Miscellaneous


 


		9.1	Binding Effect. This Agreement shall bind the
Executive and the Company, and their beneficiaries, survivors, executors, administrators and transferees.



 


		9.2	No Guarantee of Employment. This Agreement is
not a contract for employment. It does not give the Executive the right to remain as an employee of the Company, nor does it interfere
with the Company’s right to discharge the Executive. It also does not require the Executive to remain an employee nor interfere
with the Executive’s right to terminate employment at any time.



 


		9.3	Non-Transferability. Benefits under this Agreement
cannot be sold, transferred, assigned, pledged, attached or encumbered in any manner.



 


		9.4	Tax Withholding and Reporting. The Company shall
withhold any taxes that are required to be withheld, including, but not limited to, taxes owed under Section 409A of the Code
and regulations thereunder, from the benefits provided under this Agreement. The Executive acknowledges that the Company’s
sole liability regarding taxes is to forward any amounts withheld to the appropriate taxing authority(ies). Further, the Company
shall satisfy all applicable reporting requirements, including those under Section 409A of the Code and regulations thereunder.



 


		9.5	Applicable Law. The Agreement and all rights hereunder
shall be governed by the laws of the State of Maryland, except to the extent preempted by the laws of the United States Of America.



 


		9.6	Unfunded Arrangement. The Executive and the Beneficiary
are general unsecured creditors of the Company for the distribution of benefits under this Agreement. The benefits represent the
mere promise by the Company to distribute such benefits. The rights to benefits are not subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by creditors. Any insurance on the Executive’s
life or other informal funding asset is a general asset of the Company to which the Executive and Beneficiary have no preferred
or secured claim.



 




    	 	13	 



     


    

 


	COMMUNITY BANK OF TRI-COUNTY 
	Salary Continuation Agreement



 


		9.7	Reorganization. The Company shall not merge or
consolidate into or with another bank, or reorganize, or sell substantially all of its assets to another bank, firm, or person
unless such succeeding or continuing bank, firm, or person agrees to assume and discharge the obligations of the Company under
this Agreement. Upon the occurrence of such event, the term “Company” as used in this Agreement shall be deemed to
refer to the successor or survivor bank.



 


		9.8	Entire Agreement. This Agreement constitutes the
entire agreement between the Company and the Executive as to the subject matter hereof. No rights are granted to the Executive
by virtue of this Agreement other than those specifically set forth herein.



 


		9.9	Interpretation. Wherever the fulfillment of the
intent and purpose of this Agreement requires, and the context will permit, the use of the masculine gender includes the feminine
and use of the singular includes the plural.



 


		9.10	Alternative Action. in the event it shall become
impossible for the Company or the Plan Administrator to perform any act required by this Agreement, the Company or Plan Administrator
may in its discretion perform such alternative act as most nearly carries out the intent and purpose of this Agreement and is
in the best interests of the Company, provided that such alternative acts do not violate Section 409A of the Code.



 


		9.11	Headings. Article and section headings are for
convenient reference only and shall not control or affect the meaning or construction of any of its provisions.



 


		9.12	Validity. In case any provision of this Agreement
shall be illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining parts hereof, but this
Agreement shall be construed and enforced as if such illegal and invalid provision has never been inserted herein.



 


		9.13	Notice. Any notice or filing required or permitted
to be given to the Company or Plan Administrator under this Agreement shall be sufficient if in writing and hand-delivered, or
sent by registered or certified mail, to the address below:



 


	 	Community Bank of Tri-County	 
	 	P.O. Box 38	 
	 	Waldorf, MD 20601	 


 


Such notice shall be deemed given as of the
date of delivery or, if delivery is made by mail, as of the date shown on the postmark on the receipt for registration or certification.


 




    	 	14	 



     


    

 


	COMMUNITY BANK OF TRI-COUNTY 
	Salary Continuation Agreement



 


Any
notice or filing required or permitted to be given to the Executive under this 
Agreement shall be sufficient if writing and hand-delivered,
or sent by mail, to the last known address of the Executive.


 


		9.14	Compliance
                                         with Section 409A. This Agreement shall at all times be administered and the provisions
                                         of this Agreement shall be interpreted consistent with the requirements of Section 409A
                                         of the Code and any and all regulations thereunder, including such regulations as may
                                         be promulgated after the Effective Date of this Agreement.



 


IN WITNESS WHEREOF, the Executive and a duly
authorized representative of the Company have signed this Agreement.


 








	EXECUTIVE:	 	COMPANY	 
	 	 	 	 
	 	 	COMMUNITY BANK OF TRI-COUNTY
	 	 	 	 
	/s/ James Muldowney Burke	 	By	/s/ Michael L. Middleton	 
	James Muldowney Burke	 	Title	President	 



 








 




    	 	15	 



     


    

 


	Community
    Bank of Tri-county 
	Salary Continuation Agreement



 


FIRST
AMENDMENT 

TO THE 

COMMUNITY BANK OF TRI-COUNTY 

SALARY CONTINUATION AGREEMENT 

DATED AUGUST 21, 2006 

FOR 

JAMES MULDOWNEY BURKE


 


THIS FIRST AMENDMENT is adopted this 13th
day of April, 2007, by and between Community Bank of Tri-County, a state-chartered commercial
bank located in Waldorf, Maryland (the “Company”) and James Muldowney Burke (the “Executive”).


 


The Company and the Executive executed
the Salary Continuation Agreement on August 21, 2006 effective January 1, 2006 (the “Agreement”).


 


The undersigned hereby amend the Agreement
for the purpose of changing the Disability and Change in Control benefit amounts. Therefore, the following changes shall be made:


 


Section 2.3.1 of the Agreement
shall be deleted in its entirety and replaced with the following:


 


		2.3.1	Amount of Benefit. The benefit under this Section
2.3 is the Disability Benefit set forth on Schedule A for the Plan Year ending prior to Separation from Service.



 


Section 2.4.1 of the Agreement
shall be deleted in its entirety and replaced with the following:


 


		2.4.1	Amount of Benefit. The benefit under this Section
2.4 is the Change in Control Benefit set forth on Schedule A for the Plan Year ending prior to Separation from Service.



 


Section 2.4.2 of the Agreement
shall be deleted in its entirety and replaced with the following:


 


		2.4.2	Distribution
                                         of Benefit. The Company shall distribute the benefit to the Executive in one hundred
                                         eighty (180) consecutive monthly installments commencing the first day of the month following
                                         Separation from Service.



 


Section 2.7 of the Agreement shall be deleted
in its entirety and replaced with the following:


 


		2.7	Change in Form
                                         or Timing of Distributions. For distribution of benefits under this Article 2, the
                                         Executive and the Company may, subject to the terms of Section 8.1, amend the Agreement
                                         to delay the timing or change the form of distributions. Any such amendment:



 




    	 	1	 



     


    

 


	Community
    Bank of Tri-county 
	Salary Continuation Agreement



 


		(a)	may not accelerate the time or schedule of any distribution, except as provided in Section 409A of the Code and the regulations
thereunder;



 


		(b)	must, for benefits distributable under Sections 2.2 and 2.3, be made at least twelve (12) months prior to the first scheduled
distribution;



 


		(c)	must, for benefits distributable under Sections 2.1, 2.2, 2.3 and 2.4, delay the commencement of
distributions for a minimum of five (5) years from the date the first distribution was originally scheduled to be made; and



 


		(d)	must take effect not less than twelve (12) months after the amendment is made.



 


IN WITNESS OF THE ABOVE,
the Company and the Executive hereby consent to this First Amendment.


 





	EXECUTIVE:	 	COMMUNITY BANK OF TRI-COUNTY
	 	 	 	 
	/s/ James Muldowney Burke	 	By	/s/ William J. Pasenelli
	James Muldowney Burke	 	Title	CFO
    & EVP              




 




    	 	2	 



     


    

 


	Community
    Bank of Tri-county 
	Salary Continuation Agreement




 



SECOND AMENDMENT 

TO THE 

COMMUNITY BANK OF TRI-COUNTY 

SALARY CONTINUATION AGREEMENT 

DATED AUGUST 21, 2006 

AND AMENDED APRIL 13, 2007 

FOR 

JAMES MULDOWNEY BURKE


 


THIS SECOND
AMENDMENT is adopted this 30th day of December, 2007, by and between Community Bank of Tri-County, a state-chartered
commercial bank located in Waldorf, Maryland (the “Company”) and James Muldowney Burke (the “Executive”).


 


The Company and the Executive executed
the Salary Continuation Agreement on August 21, 2006 effective January 1, 2006 a First Amendment on April 13, 2007 (the “Agreement”).


 


The undersigned
hereby amend the Agreement for the purpose of changing the Change in Control definition, increasing the Normal Retirement Benefit
and updating the plan termination provision. Therefore, the following changes shall be made:


 


Section 1.4 of the Agreement shall be deleted
in its entirety and replaced with the following:


 


		1.4	“Change in Control” means a change in
the ownership or effective control of the Bank, or in the ownership of a substantial portion of the assets of the Bank, as such
change is defined in Code Section 409A and regulations thereunder.



 


Section 2_1_1 of the Agreement shall be
deleted in its entirety and replaced with the following:


 


		2.1.1	Amount of
                                         Benefit. The annual benefit under this Section 2.1 is One Hundred Thousand Dollars
                                         ($101,000) for a period of fifteen (15) years resulting in a total benefit of One Million
                                         Five Hundred Thousand Fifteen Dollars ($1,515,000). The Company’s Board of Directors,
                                         in its sole discretion, through duly adopted resolution, may increase the annual benefit
                                         under this Section prior to the Executive’s Separation from Service.



 


Section 8.3 of the Agreement shall be deleted
in its entirety and replaced with the following:


 


		8.3	Plan Terminations
                                         Under Section 409A. Notwithstanding anything to the contrary in Section 8.2, if the
                                         Company terminates this Agreement in the following circumstances:



 


		(a)	Within thirty (30) days before, or twelve (12) months after a Change
in Control, 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;



 




    	 	1	 



     


    

 


	Community
    Bank of Tri-county 
	Salary Continuation Agreement


 


		(b)	Upon the Company’s dissolution 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 (i) the calendar year
in which the Agreement terminates; (ii) the 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 of this and all other arrangements that would be aggregated
with this Agreement pursuant to Treasury Regulations Section 1.409A-1(c) if the Executive participated in such arrangements (“Similar
Arrangements”), provided that (i) 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 arrangement that would be a Similar Arrangement
for a minimum of three (3) years following the date the Company takes all necessary action to irrevocably terminate and liquidate
the Agreement;



 


The Company may distribute
the amount 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.


 


Schedule A shall be deleted and replaced with the attached
Schedule A.


 


IN WITNESS OF THE ABOVE, the
Company and the Executive hereby consent to this Second Amendment.


 




 


	Executive:	 	Community Bank of-County 
	 	 	 	 
	 	 	 	 
	/s/ James Muldowney Burke	 	By	/s/ Michael L. Middleton	 
	James Muldowney Burke	 	Title	President	 





 








 







    	 	2