EX-10.4



 EXHIBIT 10.4 

PINNACLE BANKSHARES CORPORATION 
 2004 INCENTIVE STOCK PLAN 
 (as amended December 20, 2012)

 ARTICLE I 
 Establishment, Purpose, and Duration 
 1.1 Establishment and Amendment
of the Plan. Pinnacle Bankshares Corporation, a Virginia corporation (the “Company”), hereby amends its incentive compensation plan for the Company and its subsidiaries, as amended, known as the “2004 Incentive Stock Plan”,
as set forth in this document. Unless otherwise defined herein, all capitalized terms shall have the meanings set forth in Section 2.1 herein. The Plan permits the grant of Incentive Stock Options, Non-qualified Stock Options, Stock
Appreciation Rights, Restricted Stock, Restricted Stock Units and Stock Awards. 
 The Plan was originally adopted by the Board
of Directors of the Company on January 13, 2004, and became effective on May 1, 2004 (the “Effective Date”), upon approval by vote of shareholders of the Company in accordance with applicable laws. Awards under the Plan could not
be granted prior to the Effective Date of the Plan. 
 The Plan was amended by the Board of Directors of the Company on
February 9, 2010 to (i) require mandatory adjustments to retain the economic value or opportunity of outstanding Awards in the event of certain capital adjustments, (ii) permit the award of Stand-Alone Stock Appreciation Rights,
Restricted Stock Units and Stock Awards, and (iii) make certain changes in connection with the potential applicability of Section 409A of the Code to Awards under the Plan, as well as to clarify certain terms and provisions of the Plan
(the “2010 Plan Amendments”). The 2010 Plan Amendments were effective as of February 9, 2010. 
 The Plan was
further amended by the Board of Directors of the Company on November 13, 2012, subject to the deregistration of the Company’s Stock under Section 12(g) of the Exchange Act having become effective as of December 20, 2012. The
amendments effect certain revisions in connection with such deregistration and clarify certain terms and provisions of the Plan (the “2012 Plan Amendments”). The 2012 Plan Amendments are effective as of December 20, 2012. 

1.2 Purpose of the Plan. The purpose of the Plan is to promote the success of the Company and its Subsidiaries by providing
incentives to Key Employees that will promote the identification of their personal interest with the long-term financial success of the Company and with growth in shareholder value. The Plan is designed to provide flexibility to the Company and its
Subsidiaries, in its ability to motivate, attract, and retain the services of Key Employees upon whose judgment, interest, and special effort the successful conduct of its operation is largely dependent. 

1.3 Duration of the Plan. The Plan commenced on the Effective Date, as described in Section 1.1 herein, and shall remain in
effect, subject to the right of the Board of Directors to terminate the Plan at any time pursuant to Article XIII herein, until April 30, 2014, at which time it shall terminate except with respect to Awards made prior to, and outstanding on,
that date which shall remain valid in accordance with their terms. 







 ARTICLE II 
 Definitions 
 2.1 Definitions. Except as otherwise defined in the
Plan, the following terms shall have the meanings set forth below: 
 (a) “Affiliate” and
“Associate” shall have the respective meanings ascribed to such terms in Rule 12b-2 under the Exchange Act. 
 (b) “Agreement” means a written agreement implementing the grant of each Award signed by an authorized officer of the Company and by the Participant. 

(c) “Award” means, individually or collectively, a grant under this Plan of Incentive Stock Options,
Non-qualified Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units and Stock Awards. 
 (d) “Award Date” or “Grant Date” means the date on which an Award is made by the Committee under this Plan. 

(e) “Beneficial Owner” shall have the meaning ascribed to such term in Rule 13d-3 under the Exchange Act.

 (f) “Board” or “Board of Directors” means the Board of Directors of the Company, unless
otherwise indicated. 
 (g) “Change in Control” shall be deemed to have occurred if the conditions set
forth in any one of the following paragraphs shall have been satisfied: 
 (i) any Person (other than the
Company, any Subsidiary, a trustee or other fiduciary holding securities under any employee benefit plan of the Company, or its Subsidiaries), who or which, together with all Affiliates and Associates of such Person, is or becomes the Beneficial
Owner, directly or indirectly, of securities of the Company representing 20% or more of the combined voting power of the Company’s then outstanding securities, determined without regard to whether the Exchange Act or the rules promulgated
thereunder actually apply to such Person; or 
 (ii) if, at any time after the Effective Date, the composition of
the Board of Directors of the Company shall change such that a majority of the Board of the Company shall no longer consist of Continuing Directors; or 
 (iii) if at any time, (A) the Company shall consolidate with, or merge with, any other Person and the Company shall not be the continuing or surviving corporation, (B) any Person shall
consolidate with or merge with the Company, and the Company shall be the continuing or surviving corporation and, in connection therewith, all or part of the outstanding Stock shall be changed into or exchanged for stock or other securities of any
other Person or cash or any other property, (C) the Company shall be a party to a statutory share exchange with any other Person after which the Company is a subsidiary of any other Person, or (D) the Company shall sell or otherwise
transfer 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any Person or Persons. 
 (h) “Code” means the Internal Revenue Code of 1986, as amended from time to time. 
 (i) “Committee” means the committee of the Board appointed to administer the Plan pursuant to Article III herein. At any time the Company is subject to the Exchange Act, all of the members of
the Committee shall be “non-employee directors” as defined in Rule 16b-3, as amended, under the Exchange Act, or any similar or successor rule, and “outside directors” within the meaning of Section 162(m)(4)(C)(i) of the
Code, as amended. Unless otherwise determined by the Board, the Committee shall consist of the Compensation Committee of the Board. 
 (j) “Company” means Pinnacle Bankshares Corporation, or any successor thereto as provided in Article XV herein. 

(k) “Continuing Director” means an individual who was a member of the Board of Directors of the Company on the
Effective Date or whose subsequent nomination for election or re-election to the Board of Directors of the Company was recommended or 







 
approved by the affirmative vote of two-thirds of the Continuing Directors then in office. 
 (l) “Exchange Act” means the Securities Exchange Act of 1934, as amended. 
 (m) “Fair Market Value” of a Share means: (i) for Awards granted prior to February 9, 2010, the fair market value as determined pursuant to a reasonable method adopted by the Committee
in good faith for such purpose, (ii) for Awards granted on or after February 9, 2010 but prior to December 20, 2012, the closing market price (that is, the price at which last sold on the principal U.S. market or quotation system) of
the Stock on the relevant date if it is a trading date or, if not, on the most recent date on which the Stock was traded prior to such date, as reported by the exchange for the principal U.S. market or principal quotation system on which the Stock
is traded; or if, in the opinion of the Committee, this method is inapplicable or inappropriate for any reason, the fair market value as determined pursuant to a reasonable method adopted by the Committee in good faith for such purpose, and
(iii) for Awards granted on or after December 20, 2012, and for any other determination of Fair Market Value with respect to any Award when such determination is to be made on or after December 20, 2012, the fair market value as
determined pursuant to a reasonable application of a reasonable valuation method (consistent with Treasury Regulations Section 1.409A-1(b)(5)(iv)) adopted by the Committee in good faith for such purpose. 

(n) “Incentive Stock Option” or “ISO” means an option to purchase Stock, granted under Article VI
herein, which is designated as an incentive stock option and is intended to meet the requirements of Section 422 of the Code. 
 (o) “Key Employee” means an officer or other key employee of the Company or its Subsidiaries, who, in the opinion of the Committee, can contribute significantly to the growth and profitability
of, or perform services of major importance to, the Company and its Subsidiaries. 
 (p) “Non-qualified
Stock Option” or “NQSO” means an option to purchase Stock, granted under Article VI herein, which is not intended to be an Incentive Stock Option. 

(q) “Option” means an Incentive Stock Option or a Non-qualified Stock Option. 

(r) “Participant” means a Key Employee who is granted an Award under the Plan. 

(s) “Performance Criteria” means one or more specified performance goals, which may be stated in terms of the
value of the Stock, return on equity, earnings per share, total earnings, earnings growth, return on assets, or return on capital, with respect to Awards of Restricted Stock or Restricted Stock Units pursuant to Article VIII or IX herein.

 (t) “Period of Restriction” means the period during which Restricted Stock or Restricted Stock Units
are restricted, pursuant to Article VIII or IX herein. 
 (u) “Person” shall have the meaning ascribed
to such term in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof, including a “group” as described in Section 13(d) thereof, without regard to whether the Exchange Act or the rules promulgated
thereunder actually apply to such Person. 
 (v) “Plan” means the Pinnacle Bankshares Corporation 2004
Incentive Stock Plan, as described herein and as hereafter from time to time amended. 
 (w) “Related
Option” means an Option with respect to which a Tandem SAR has been granted. 
 (x) “Restricted
Stock” means an Award of Stock granted to a Participant pursuant to Article VIII herein. 
 (y)
“Restricted Stock Unit” means an Award, designated as a Restricted Stock Unit, which is a bookkeeping entry granted to a Participant pursuant to Article IX herein and valued by reference to the Fair Market Value of a Share, which is
subject to restrictions and forfeiture until the designated conditions for the lapse of the restrictions are satisfied. A Restricted Stock Unit is sometimes 







 
referred to as a “Restricted Unit.” Restricted Stock Units represent an unfunded and unsecured obligation of the Company, except as otherwise provided for by the Committee. 

(z) “Securities Act” means the Securities Act of 1933, as amended. 

(aa) “Stock” or “Shares” means the common stock of the Company. 

(bb) “Stock Appreciation Right” or “SAR” means an Award, designated as a stock appreciation right,
granted to a Participant pursuant to Article VII herein. 
 (cc) “Stock Award” means an award of Stock
granted to a Participant pursuant to Article X herein. 
 (dd) “Subsidiary” shall mean a corporation at
least 50% of the total combined voting power of all classes of stock of which is owned by the Company, either directly or through one or more of its Subsidiaries. 
 ARTICLE III 
 Administration 

3.1 The Committee. The Plan shall be administered by the Committee, which shall have all powers necessary or desirable for such
administration. The express grant in this Plan of any specific power to the Committee shall not be construed as limiting any power or authority of the Committee. In addition to any other powers and subject to the provisions of the Plan, the
Committee shall have the following specific powers: (i) to determine the terms and conditions upon which the Awards may be made, exercised, paid or distributed; (ii) to determine all terms and provisions of each Agreement, which need not
be identical; (iii) to construe and interpret the Agreements and the Plan; (iv) to establish, amend, or waive rules or regulations for the Plan’s administration; (v) to accelerate the exercisability of any Award or the
termination of any Period of Restriction or other restrictions imposed under the Plan; and (vi) to make all other determinations and take all other actions necessary or advisable for the administration of the Plan in its sole and absolute
discretion. Any determination by the Committee shall be in the Committee’s sole and absolute discretion, and its determination shall be final and binding on all parties. 
 The Chairman of the Committee, the Chief Executive Officer, or such other officers or directors of the Company as shall be designated by the Committee are hereby authorized to execute Agreements on behalf
of the Company and to cause them to be delivered to the recipients of Awards. 
 For purposes of determining the applicability
of Section 422 of the Code (relating to Incentive Stock Options), or in the event that the terms of any Award provide that it may become vested or be earned or exercised only during employment or within a specified period of time after
termination of employment, the Committee may decide to what extent leaves of absence for governmental or military service, illness, temporary disability, or other reasons shall not be deemed interruptions of employment or continuous employment.

 Subject to limitations under applicable law, the Committee is authorized in its sole and absolute discretion to issue Awards
and/or accept notices, elections, consents, and/or other forms or communications by Participants by electronic or similar means, including, without limitation, transmissions through e-mail and other permissible methods, on such basis and for such
purposes as it determines from time to time. 
 A majority of the entire Committee shall constitute a quorum and the action of a
majority of the members present at any meeting at which a quorum is present (in person or as otherwise permitted by applicable law), or acts unanimously approved in writing by the Committee without a meeting, shall be deemed the action of the
Committee. 
 3.2 Selection of Participants. The Committee shall have the authority to grant Awards under the Plan, from
time to time, to such Key Employees as may be selected by it to be Participants. Each Award shall be evidenced by an Agreement. 

3.3 Decisions Binding. All determinations and decisions made by the Board or the Committee pursuant to the provisions of the Plan
shall be made in its sole and absolute discretion and shall be final, conclusive, and binding. 
 3.4 Requirements of Rule
16b-3 and Code Section 162(m). Notwithstanding any other provision of the Plan, at any time the Company is subject to the Exchange Act, the 







 
Board or the Committee may impose such conditions on any Award, and amend the Plan in any such respects, as may be required to satisfy the requirements of Rule 16b-3, as amended (or any successor
or similar rule), under the Exchange Act or Section 162(m) of the Code. 
 Any provision of the Plan to the contrary
notwithstanding, and except to the extent that the Committee determines otherwise, at any time the Company is subject to the Exchange Act: (i) transactions by and with respect to officers and directors of the Company who are subject to
Section 16(b) of the Exchange Act shall comply with any applicable conditions of Rule 16b-3, as amended (or any successor or similar rule), under the Exchange Act; (ii) transactions with respect to persons, if any, whose remuneration is
subject to the provisions of Section 162(m) of the Code shall conform to the requirements of Section 162(m)(4)(C) of the Code; and (iii) every provision of the Plan shall be administered, interpreted, and construed to carry out the
foregoing provisions of this sentence. 
 Notwithstanding any provision of the Plan to the contrary, the Plan is intended to
give the Committee the authority to grant Awards that qualify as performance-based compensation under Code Section 162(m)(4)(C) as well as Awards that do not so qualify. Every provision of the Plan shall be administered, interpreted, and
construed to carry out such intention, and any provision that cannot be so administered, interpreted, and construed shall to that extent be disregarded; and any provision of the Plan that would prevent an Award that the Committee intends to qualify
as performance-based compensation under Code Section 162(m)(4)(C) from so qualifying shall be administered, interpreted, and construed to carry out such intention, and any provision that cannot be so administered, interpreted, and construed
shall to that extent be disregarded. 
 3.5 Indemnification. In addition to such other rights of indemnification as they
may have as directors or as members of the Committee, the members of the Committee shall be indemnified by the Company against reasonable expenses, including attorneys’ fees, actually and reasonably incurred in connection with the defense of
any action, suit, or proceeding, or in connection with any appeal therein, to which they or any of them may be a party by reason of any action taken or failure to act under or in connection with the Plan or any Award granted or made hereunder, and
against all amounts reasonably paid by them in settlement thereof or paid by them in satisfaction of a judgment in any such action, suit, or proceeding, if such members acted in good faith and in a manner which they believed to be in, and not
opposed to, the best interests of the Company and its Subsidiaries. 
 3.6 Certain Determinations. In connection with the
Committee’s good faith determination of Fair Market Value as required herein, the Committee may, as guidance, take into consideration the book value of the Stock of the Company, the relationship between the traded price and book value of shares
for financial institutions of similar size and similar operating results to the Company and its subsidiary bank, any reasonably recent trades of the Stock of the Company brought to the attention of the Committee and such additional relevant
information as the Committee in its judgment deems necessary. In its sole discretion, the Committee may, but is not obligated to, consult with and/or engage an investment banker or other appropriate advisor to advise the Committee in connection with
its good faith determination of Fair Market Value herein. 
 ARTICLE IV 

Stock Subject to the Plan 
 4.1 Number of Shares. Subject to adjustment as provided in Section 4.3 herein, the maximum aggregate number of Shares that may be issued pursuant to Awards made under the Plan shall not exceed
100,000. No more than one-third of the aggregate number of such Shares shall be issued in connection with Restricted Stock Awards. Except as provided in Section 4.2 herein, the issuance of Shares in connection with the exercise of, or as other
payment for Awards, under the Plan shall reduce the number of Shares available for future Awards under the Plan. 
 4.2
Lapsed Awards or Forfeited Shares. If any Award granted under this Plan (for which no material benefits of ownership have been received, including dividends) terminates, expires or lapses for any reason other than by virtue of exercise of the
Award, or if Shares issued pursuant to an Award (for which no material benefits of ownership have been received, including dividends) are forfeited, any Stock subject to such Award or such forfeited Shares, as applicable, again shall be available
for grant under the Plan, subject to Section 7.2 herein. Notwithstanding the foregoing and except as provided in Section 7.2, Shares related to any Award, or portion thereof, that is settled in cash in lieu of Stock again shall be
available for grant under the Plan, subject to Section 7.2 herein. Any shares 







 
covered by a Stand-Alone SAR shall be counted as used only to the extent Shares are actually issued to the Participant when the Stand-Alone SAR is exercised. 

4.3 Capital Adjustments. The number and class of Shares subject to each outstanding Award, the Option Price, and the annual limits
on and the aggregate number and class of Shares for which Awards thereafter may be made shall be proportionately, equitably, and appropriately adjusted in such manner as the Committee shall determine in order to retain the economic value or
opportunity to reflect any stock dividend, stock split, recapitalization, merger, consolidation, reorganization, reclassification, combination, exchange of shares or similar event in which the number or class of Shares is changed without the receipt
or payment of consideration by the Company. Where an Award being adjusted is an ISO or is subject to Section 409A of the Code, the adjustment shall also be effected so as to comply with Section 424(a) of the Code and not to constitute a
modification within the meaning of Section 424(h) or 409A, as applicable, of the Code. 
 ARTICLE V 

Eligibility 
 Persons eligible to participate in the Plan and receive Awards are all employees of the Company and its Subsidiaries who, in the opinion of the Committee, are Key Employees. Key Employees may not include
directors of the Company who are not employees of the Company or its Subsidiaries. 
 ARTICLE VI 

Stock Options 
 6.1 Grant of Options. Subject to the terms and provisions of the Plan, Options may be granted to Key Employees at any time and from time to time as shall be determined by the Committee. The
Committee shall have complete discretion in determining the number of Shares subject to Options granted to each Participant, provided, however, that (i) no Key Employee may be granted Options in any calendar year for more than 20,000 Shares,
(ii) the aggregate Fair Market Value (determined at the time the Award is made) of Shares with respect to which any Participant may first exercise ISOs granted under the Plan during any calendar year may not exceed $100,000 or such amount as
shall be specified in Section 422 of the Code and rules and regulations thereunder, and (iii) no ISO may be granted on or following the tenth anniversary of the earlier of the Effective Date of the Plan or the date of shareholder approval
of the Plan. 
 6.2 Option Agreement. Each Option grant shall be evidenced by an Agreement that shall specify the type of
Option granted, the Option Price (as defined in Section 6.3 herein), the duration of the Option, the number of Shares to which the Option pertains, any conditions imposed upon the exercisability of Options in the event of retirement, death,
disability or other termination of employment, and such other provisions as the Committee shall determine (subject to the limitations of Section 6.8 herein). The Agreement shall specify whether the Option is intended to be an Incentive Stock
Option within the meaning of Section 422 of the Code, or Non-qualified Stock Option not intended to be within the provisions of Section 422 of the Code, provided, however, that if an Option is intended to be an Incentive Stock Option but
fails to be such for any reason, it shall continue in full force and effect as a Non-qualified Stock Option. 
 6.3 Option
Price. The exercise price per Share of Stock covered by an Option (“Option Price”) shall be determined by the Committee subject to the following limitations. The Option Price shall not be less than 100% of the Fair Market Value of such
Stock on the Grant Date. In addition, an ISO granted to an employee who, at the time of grant, owns (within the meaning of Section 424(d) of the Code) Stock possessing more than 10% of the total combined voting power of all classes of stock of
the Company, shall have an Option Price which is at least equal to 110% of the Fair Market Value of the Stock. 
 6.4
Duration of Options. Each Option shall expire at such time as the Committee shall determine at the time of grant; provided, however, no ISO shall be exercisable after the expiration of ten years from its Award Date. In addition, an ISO
granted to a Key Employee who, at the time of grant, owns (within the meaning of Section 424(d) of the Code) Stock possessing more than 10% of the total combined voting power of all classes of Stock of the Company, shall not be exercisable
after the expiration of five years from its Award Date. 
 6.5 Exercisability. Options granted under the Plan shall be
exercisable at such times and be subject to such restrictions and conditions as the Committee shall determine (subject to the limitations of Section 6.8 herein), which need not be the same for all Participants. 







 6.6 Method of Exercise and Delivery of Shares After Exercise. Options shall be
exercised by delivery of a notice of exercise to the Company in the form prescribed by the Committee setting forth the number of Shares with respect to which the Option is to be exercised, accompanied by full payment for the Shares. The Option Price
shall be payable to the Company in full either in cash, by delivery of Shares of Stock valued at Fair Market Value at the time of exercise (determined in the Committee’s sole and absolute discretion), by delivery of a promissory note
(satisfactory to the Committee in its sole and absolute discretion and subject to restrictions and prohibitions of applicable law) or by a combination of the foregoing. In addition, with respect to Options granted on or after February 9, 2010,
the Option Price may also be paid to the Company in whole or in part by the Company’s withholding and retention of sufficient Shares issuable in connection with the exercise to cover the Option Price (determined in the Committee’s sole and
absolute discretion) (a “net share exercise”). 
 As soon as practicable, after receipt of the notice of exercise and
payment of the Option Price and completion of payment of (or an arrangement satisfactory to the Company for the Participant to pay) any tax withholding required in connection with the Option exercise, the Company shall cause the appropriate number
of Shares to be issued in the Participant’s name, which issuance shall be effected in book-entry or electronic form, provided that issuance and delivery in certificated form shall occur if the Participant so requests or the Committee so
directs. 
 6.7 Restrictions on Stock Transferability. The Committee shall impose such restrictions on any Shares
acquired pursuant to the exercise of an Option under the Plan as it may deem advisable, including, without limitation, restrictions under applicable Federal securities laws, under applicable requirements of the Financial Industry Regulatory
Authority, Inc. or any stock exchange or quotation system upon which such Shares are then listed, and under any blue sky or state securities laws applicable to such Shares. In addition to applicable restrictions under Article VI, the Committee may
impose such restrictions on any Shares delivered to a Participant in settlement of an Option as it may deem advisable in its sole and absolute discretion, including, without limitation, restricting transferability and/or designating such Shares as
Restricted Stock or Stock subject to further service, performance, consulting or noncompetition period after settlement. Any certificate representing such Shares shall bear a legend referencing the restrictions on such Stock, which legend may be
similar to the legend placed on certificates pursuant to Section 8.5 herein. 
 6.8 Nontransferability of Options.
No Option granted under the Plan may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution. Further, all Options granted to a Participant under the Plan shall
be exercisable during his lifetime only by such Participant or his guardian or legal representative. 
 6.9 Disqualifying
Disposition of Stock Issued on Exercise of an ISO. If a Participant makes a “disposition” (within the meaning of Section 424(c) of the Code) of Shares issued upon exercise of an ISO within two years from the date of grant
or within one year from the date the Shares of Stock are transferred to the Participant, the Participant shall, within ten days of disposition, notify the Committee in order that any income realized as a result of such disposition can be properly
reported by the Company on IRS forms W-2 or 1099. 
 ARTICLE VII 

Stock Appreciation Rights 
 7.1 Grant of Tandem SARs. Subject to the terms and conditions of the Plan, Stock Appreciation Rights may be granted to Key Employees, at the discretion of the Committee in connection with the
grant, and exercisable in lieu, of Options (“Tandem SARs”). No Key Employee may be granted more than 20,000 Tandem SARs and Stand-Alone SARs in any calendar year. 
 7.2 Exercise of Tandem SARs. Tandem SARs may be exercised with respect to all or part of the Shares subject to the Related Option. The exercise of Tandem SARs shall cause a reduction in the number
of Shares subject to the Related Option equal to the number of Shares with respect to which the Tandem SAR is exercised. Conversely, the exercise, in whole or in part, of a Related Option, shall cause a reduction in the number of Shares subject to
the Related Option equal to the number of Shares with respect to which the Related Option is exercised. Shares with respect to which the Tandem SAR shall have been exercised may not be subject again to an Award under the Plan. 







 Notwithstanding any other provision of the Plan to the contrary, a Tandem SAR shall expire
no later than the expiration of the Related Option, shall be transferable only when and under the same conditions as the Related Option and shall be exercisable only when the Related Option is eligible to be exercised. In addition, if the Related
Option is an ISO, a Tandem SAR shall be exercised for no more than 100% of the difference between the Option Price of the Related Option and the Fair Market Value of Shares subject to the Related Option at the time the Tandem SAR is exercised.

 7.3 Other Conditions Applicable to Tandem SARs. No Tandem SAR shall be exercisable after the expiration of ten years
from its Award Date; and the term of any Tandem SAR granted under the Plan shall not exceed ten years from the Grant Date. A Tandem SAR may be exercised only when the Fair Market Value of a Share exceeds the Option Price of the Related Option. A
Tandem SAR shall be exercised by delivery to the Committee of a notice of exercise in the form prescribed by the Committee. 

7.4 Payment Upon Exercise of Tandem SARs. Subject to the provisions of the Agreement, upon the exercise of a Tandem SAR, the
Participant is entitled to receive, without any payment to the Company (other than required tax withholding amounts), an amount equal to the product of multiplying (i) the number of Shares with respect to which the Tandem SAR is exercised by
(ii) an amount equal to the excess of (A) the Fair Market Value per Share on the date of exercise of the Tandem SAR over (B) the Option Price of the Related Option. 

Payment to the Participant shall be made in Shares, valued at the Fair Market Value on the date of exercise, or if the Agreement relating
to the Award expressly so provides, in cash or a combination thereof. 
 7.5 Nontransferability of Tandem SARs. No Tandem
SAR granted under the Plan may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution. Further, all Tandem SARs granted to a Participant under the Plan shall be
exercisable during his lifetime only by such Participant or his guardian or legal representative. 
 7.6 Grant of Stand-Alone
SARs. Subject to the terms and conditions of the Plan, Stock Appreciation Rights may be granted to Key Employees at the discretion of the Committee not in connection with the grant of Options (“Stand-Alone SARs”). No Key
Employee may be granted more than 20,000 Tandem SARs and Stand-Alone SARs in any calendar year. 
 7.7 Stand-Alone SAR
Agreement. Each Stand-Alone SAR grant shall be evidenced by an Agreement that shall specify the Base Value (as defined in Section 7.10 herein), the duration of the Stand-Alone SAR, the number of Shares to which the Stand-Alone SAR pertains,
any conditions imposed upon the exercisability of the Stand-Alone SAR in the event of retirement, death, disability or other termination of employment, and such other provisions as the Committee shall determine consistent with the Plan. Stand-Alone
SARs granted under the Plan shall be exercisable at such times and be subject to such restrictions and conditions as the Committee shall determine, which need not be the same for all Participants. 

7.8 Exercise of Stand-Alone SARs. Stand-Alone SARs may be exercised with respect to all or part of the Shares upon whatever
terms and conditions the Committee, in its sole discretion, imposes upon such Stand-Alone SARs. A Stand-Alone SAR shall be exercised by delivery to the Committee of a notice of exercise in the form prescribed by the Committee. 

7.9 Other Conditions Applicable to Stand-Alone SARs. In no event shall the term of any Stand-Alone SAR granted under the Plan
exceed ten years from the Award Date. A Stand-Alone SAR may be exercised only when the Fair Market Value of a Share exceeds the Base Value. 
 7.10 Payment Upon Exercise of Stand-Alone SARs. Subject to the provisions of the Agreement, upon the exercise of a Stand-Alone SAR, the Participant is entitled to receive, without any payment to
the Company (other than required tax withholding amounts), an amount (the “Stand-Alone SAR Value”) equal to the product of multiplying (i) the number of Shares with respect to which the Stand-Alone SAR is exercised by (ii) an
amount equal to the excess of (A) the Fair Market Value per Share on the date of exercise of the Stand-Alone SAR over (B) the Base Value of the Stand-Alone SAR as designated in the Agreement (which Base Value shall be the Fair Market Value
per Share on the Award Date or any amount greater than such Fair Market Value stated as the Base Value in the Agreement). 







 Payment of the Stand-Alone SAR Value to the Participant shall be made (i) in Shares,
valued at the Fair Market Value on the date of exercise in the case of an immediate payment after exercise or on the date of settlement in the case of a delayed payment after exercise, or if the Agreement relating to the Award expressly so provides,
(ii) in cash or (iii) in a combination thereof. 
 7.11 Restrictions on Stock Transferability. The Committee
shall impose such restrictions on any Shares acquired pursuant to the exercise of a SAR under the Plan as it may deem advisable, including, without limitation, restrictions under applicable Federal securities laws, under applicable requirements of
the Financial Industry Regulatory Authority, Inc. or any stock exchange or quotation system upon which such Shares are then listed, and under any blue sky or state securities laws applicable to such Shares. In addition to applicable restrictions
under Article VII, the Committee may impose such restrictions on any Shares delivered to a Participant in settlement of a SAR as it may deem advisable in its sole and absolute discretion, including, without limitation, restricting transferability
and/or designating such Shares as Restricted Stock or Stock subject to further service, performance, consulting or noncompetition period after settlement. Any certificate representing such Shares shall bear a legend referencing the restrictions on
such Stock, which legend may be similar to the legend placed on certificates pursuant to Section 8.5 herein. 
 ARTICLE
VIII 
 Restricted Stock 
 8.1 Grant of Restricted Stock. Subject to the terms and conditions of the Plan, the Committee, at any time and from time to time, may grant Shares of Restricted Stock under the Plan to such Key
Employees and in such amounts as it shall determine, provided, however, that no Key Employee may be granted Restricted Stock Awards, Restricted Stock Unit Awards and Stock Awards in any calendar year for more than 10,000 shares of Stock.
Participants receiving Restricted Stock Awards are not required to pay the Company therefor (except for applicable tax withholding) other than by the rendering of services. As determined by the Committee, Shares of Restricted Stock may be issued in
book-entry or electronic form or in certificated form. Unless otherwise determined by the Committee, custody of Shares of Restricted Stock in certificated form shall be retained by the Company or held in escrow by an escrow agent selected, and
subject to change from time to time, by the Committee until the termination of the Period of Restriction pertaining thereto. 

8.2 Restricted Stock Agreement. Each Restricted Stock Award shall be evidenced by an Agreement that shall specify the number of
Restricted Stock Shares granted, the applicable Period of Restriction, Performance Criteria or other restrictions and provisions as the Committee shall determine. 
 8.3 Transferability. Except as provided in this Article and subject to the limitation in the next sentence, the Shares of Restricted Stock granted hereunder may not be sold, transferred, pledged,
assigned, or otherwise alienated or hypothecated until the termination of the applicable Period of Restriction and/or the satisfaction of any Performance Criteria or other restrictions specified by the Committee in its sole discretion and set forth
in the Agreement. All rights with respect to the Restricted Stock granted to a Participant under the Plan shall be exercisable during his lifetime only by such Participant or his guardian or legal representative. 

8.4 Other Restrictions. The Committee may impose such other restrictions on any Shares of Restricted Stock granted pursuant to the
Plan as it may deem advisable including, without limitation, restrictions under applicable Federal securities laws, under applicable requirements of the Financial Industry Regulatory Authority, Inc. or any stock exchange or quotation system upon
which such Shares are then listed, and under any blue sky or state securities laws applicable to such Shares, and may legend the certificates representing Restricted Stock to give appropriate notice of such restrictions. Unless otherwise determined
by the Committee, custody of Shares of Restricted Stock shall be retained by the Company until the termination of the restrictions pertaining thereto. 
 8.5 Certificate Legend. In addition to any legends placed on certificates pursuant to Section 8.4 herein, any certificate representing Shares of Restricted Stock granted pursuant to the Plan
shall bear the following legend: 
 The sale or other transfer of the Shares of Stock represented by this certificate, whether
voluntary, involuntary, or by operation of law, is subject to certain restrictions on transfer set forth in the 2004 Incentive Stock Plan of Pinnacle Bankshares Corporation, in the rules and administrative procedures adopted pursuant








 
to such Plan, and in a Restricted Stock Agreement dated             . A copy of the Plan, such rules and procedures, and such
Restricted Stock Agreement may be obtained from the Secretary of Pinnacle Bankshares Corporation. 
 8.6 Removal of
Restrictions. Except as otherwise provided in this Article, Shares of Restricted Stock covered by each Restricted Stock Award made under the Plan shall become freely transferable by the Participant after the last day of the Period of Restriction
or on the day immediately following the date on which the Performance Criteria have been timely satisfied, as applicable. Once the Shares are released from the restrictions, the Participant shall be entitled to have the legend required by
Section 8.5 herein removed from any Stock certificate representing such shares. 
 8.7 Voting Rights. Participants
entitled to or holding Shares of Restricted Stock granted hereunder may exercise full voting rights with respect to those Shares while subject to restrictions hereunder. 
 8.8 Dividends and Other Distributions. Unless otherwise provided in the Agreement, while subject to restrictions hereunder, Participants entitled to or holding Shares of Restricted Stock granted
hereunder shall be entitled to receive all dividends and other distributions paid with respect to those Shares while they are so held. If any such dividends or distributions are paid in Shares, the Shares shall be subject to the same restrictions on
transferability and the same rules for custody as the Shares of Restricted Stock with respect to which they were distributed. 

8.9 Termination of Employment Due to Retirement. Unless otherwise provided in the Agreement, in the event that a Participant
terminates his employment with the Company or one of its Subsidiaries because of normal retirement (as defined in the rules of the Company in effect at the time), any restrictions applicable to the Restricted Stock Shares pursuant to
Section 8.3 herein shall automatically terminate and, except as otherwise provided in Section 8.4 herein the Shares of Restricted Stock shall thereby be free of restrictions and freely transferable. Unless otherwise provided in the
Agreement, in the event that a Participant terminates his employment with the Company because of early retirement (as defined in the rules of the Company in effect at the time), the Committee, in its sole discretion, may waive the restrictions
remaining on any or all Shares of Restricted Stock pursuant to Section 8.3 herein and add such new restrictions to those Shares of Restricted Stock as it deems appropriate. 

8.10 Termination of Employment Due to Death or Disability. Unless otherwise provided in the Agreement, in the event a
Participant’s employment is terminated because of death or disability while subject to restrictions hereunder, any remaining restrictions applicable to the Restricted Stock pursuant to Section 8.3 herein shall automatically terminate and,
except as otherwise provided in Section 8.4 herein the Shares of Restricted Stock shall thereby be free of restrictions and fully transferable. 
 8.11 Termination of Employment for Other Reasons. Unless otherwise provided in the Agreement, in the event that a Participant terminates his employment with the Company for any reason other than
for death, disability, or retirement, as set forth in Sections 8.9 and 8.10 herein, while subject to restrictions hereunder, then any Shares of Restricted Stock still subject to restrictions as of the date of such termination shall automatically be
forfeited and returned to the Company. 
 8.12 Failure to Satisfy Performance Criteria. In the event that the specified
Performance Criteria are established with respect to an Award and are not satisfied within the time period established by the Committee, the Shares of Restricted Stock which were awarded subject to the satisfaction of such performance goals shall be
automatically forfeited and returned to the Company. 
 ARTICLE IX 

Restricted Stock Units 
 9.1 Grant of Restricted Stock Units. Subject to the terms and conditions of the Plan, the Committee, at any time and from time to time, may grant Restricted Stock Units under the Plan (with one
Restricted Stock Unit representing one Share) to such Key Employees and in such amounts as it shall determine, provided, however, that no Key Employee may be granted Restricted Stock Awards, Restricted Stock Unit Awards and Stock Awards in any
calendar year for more than 10,000 shares of Stock. Unless otherwise provided by the Committee, Participants receiving Restricted Stock Unit Awards are not required to pay the Company therefor (except for applicable tax withholding) other than the
rendering of services. 







 9.2 Restricted Stock Unit Agreement. Each Restricted Stock Unit Award shall be
evidenced by an Agreement that shall specify the Period of Restriction, the number of Restricted Stock Units granted, and the applicable restrictions (whether service-based restrictions, with or without performance acceleration, and/or
performance-based restrictions) and such other provisions as the Committee shall determine. If a Restricted Stock Unit Award is intended to be a performance-based compensation Award, the terms and conditions of such Award, including the Performance
Criteria and Period of Restriction and, if different, performance period, shall be set forth in an Agreement, and the requirements to satisfy or achieve the performance goal(s) as so provided therein shall be considered to be restrictions under the
Plan. 
 9.3 Transferability. Except as provided in this Article IX and subject to the limitation in the next sentence,
the Restricted Stock Units granted hereunder ands the rights thereunder may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated until the termination of the applicable Period of Restriction and/or the satisfaction of
any Performance Criteria or other restrictions specified by the Committee in its sole discretion and set forth in the Agreement. All rights with respect to the Restricted Stock Units granted to a Participant under the Plan shall be exercisable
during his lifetime only by such Participant or his guardian or legal representative. 
 9.4 Dividends and Other
Distributions. Unless otherwise provided in the Agreement (which may or may not provide for the current payment, or for the accumulation subject to the same restrictions, vesting, forfeiture, and payment as the Restricted Stock Units to which
they are attributable, of dividends and other distributions made in cash or property other than Shares), during the Period of Restriction, Participants holding Restricted Stock Units shall have no rights to dividends and other distributions made in
cash or property other than Shares which would have been paid with respect to the Shares represented by those Restricted Stock Units if such Shares were outstanding. Participants holding Restricted Stock Units shall have no right to vote the Shares
represented by such Restricted Stock Units until such Shares are actually issued. Unless otherwise provided in the Agreement, if any deemed dividends or other distributions would be paid in Shares, such Shares shall be considered to increase the
Participant’s Restricted Stock Units with respect to which they were declared based on one Share equaling one Restricted Stock Unit. In addition, unless otherwise provided in the Agreement, during the Period of Restriction, any such deemed
dividends and other distributions for which rights are provided but which are not paid currently shall be deemed converted to additional Restricted Stock Units based on the Fair Market Value of a Share on the date of payment or distribution of the
deemed dividend or distribution. 
 9.5 Settlement After Lapse of Restrictions. Subject to the provisions of the
Agreement, upon the lapse of restrictions with respect to a Restricted Stock Unit, the Participant is entitled to receive, without any payment to the Company (other than required tax withholding amounts), (i) if paid in Shares, a number of
Shares equal to the number of Shares with respect to which the restrictions lapse, or (ii) if paid in cash, an amount equal to the product of multiplying (A) an amount or number of Shares having a Fair Market Value equal to the product of
multiplying (i) the number of Units with respect to which the restrictions lapse by (ii) the Fair Market Value per Share on the date the restrictions lapse (such amount, the “RSU Value”). 

The Agreement may provide for payment of the RSU Value at the time of vesting or, on an elective or non-elective basis, for payment of
the RSU Value at a later date, adjusted (if so provided in the Agreement) from the date of vesting based on an interest, dividend equivalent, earnings, or other basis (including deemed investment of the RSU Value in Shares) set out in the Agreement
(the “adjusted RSU Value”). The Committee is expressly authorized to grant Restricted Stock Units which are deferred compensation covered by Section 409A of the Code, as well as Restricted Stock Units which are not deferred
compensation covered by Section 409A of the Code. 
 Payment of the RSU Value or adjusted RSU Value to the Participant
shall be made in cash or Shares as provided in the Agreement, and if paid in cash shall be valued at the Fair Market Value on the date or dates the restrictions on the Award lapse in the case of an immediate payment after vesting, or at the Fair
Market Value on the date of settlement in the event of an elective or non-elective delayed payment. Any payment in Shares shall be effected in book-entry or electronic form, provided that issuance and delivery in certificated form shall occur if the
Participant so requests in writing or the Committee so directs. 
 9.6 Incorporation of Sections 8.9, 8.10, 8.11 and 8.12 by
Reference. Unless otherwise provided in the Agreement, the provisions of Sections 8.9, 8.10, 8.11 and 8.12 herein shall apply to Restricted Stock Units awarded under the Plan. 







 9.7 Restrictions on Stock Transferability. The Committee shall impose such
restrictions on any Shares acquired upon settlement of an Award of Restricted Stock Units under the Plan as it may deem advisable, including, without limitation, restrictions under applicable Federal securities laws, under applicable requirements of
the Financial Industry Regulatory Authority, Inc. or any stock exchange or quotation system upon which such Shares are then listed, and under any blue sky or state securities laws applicable to such Shares. In addition to applicable restrictions
under Article XI, the Committee may impose such restrictions on any Shares delivered to a Participant in settlement of a Restricted Stock Unit as it may deem advisable in its sole and absolute discretion, including, without limitation, restricting
transferability and/or designating such Shares as Restricted Stock or Stock subject to further service, performance, consulting or noncompetition period after settlement. Any certificate representing such Shares shall bear a legend referencing the
restrictions on such Stock, which legend may be similar to the legend placed on certificates pursuant to Section 8.5 herein. 
 ARTICLE X 
 Stock Awards 

Subject to the terms and provisions of the Plan, the Committee, at any time and from time to time, may grant unrestricted Stock Awards
under the Plan to one or more Key Employees in such amount or amounts as it shall determine, provided, however, that no Participant may be granted Restricted Stock Awards, Restricted Stock Unit Awards and Stock Awards in any calendar year for more
than 10,000 Shares. Participants receiving Stock Awards are not required to pay the Company therefor (except for applicable tax withholding). Payment of a Stock Award shall be effected as soon as practicable after the Award Date in book-entry or
electronic form, provided that issuance and delivery in certificated form shall occur if the Participant so requests in writing or the Committee so directs. 
 ARTICLE XI 
 Change in Control 

In the event of a Change in Control of the Company, the Committee, as constituted before such Change in Control, in its sole discretion
(except that it may not take any action which would cause any Award not to comply with Section 409A of the Code) may, as to any outstanding Award, either at the time the Award is made or any time thereafter, take any one or more of the
following actions: (i) provide for the acceleration of any time periods relating to the exercise or realization of any such Award so that such Award may be exercised or realized in full on or before a date initially fixed by the Committee;
(ii) provide for the purchase or settlement of any such Award by the Company, upon a Participant’s request, for an amount of cash equal to the amount which could have been obtained upon the exercise of such Award or realization of such
Participant’s rights had such Award been currently exercisable or payable; (iii) make such adjustment to any such Award then outstanding as the Committee deems appropriate to reflect such Change in Control; or (iv) cause any such
Award then outstanding to be assumed, or new rights substituted therefor, by the acquiring or surviving corporation in such Change in Control. 
 ARTICLE XII 
 Modification, Extension and Renewals of Awards

 Subject to the terms and conditions and within the limitations of the Plan, and with the intent to comply with
Section 409A of the Code or maintain an exemption therefrom, the Committee may modify, extend or renew outstanding Awards, or, if authorized by the Board, accept the surrender of outstanding Awards (to the extent not yet exercised) granted
under the Plan and authorize the granting of new Awards pursuant to the Plan in substitution therefor, and the substituted Awards may specify a lower exercise price than the surrendered Awards provided the replacement Awards are not granted until at
least six months and a day after the Awards are surrendered, may provide for a longer term than the surrendered Awards, may provide for more rapid vesting and exercisability than the surrendered Awards, or may contain any other provisions that are
authorized by the Plan. The Committee may also modify the terms of any outstanding Agreement. Notwithstanding the foregoing, however, no modification of an Award, shall, without the consent of the Participant, adversely affect the rights or
obligations of the Participant. 
 ARTICLE XIII 
 Amendment, Modification and Termination of the Plan 
 13.1 Amendment,
Modification and Termination. At any time and from time to time, 







 
the Board may terminate, amend, or modify the Plan. Such amendment or modification may be without shareholder approval except to the extent that such approval is required by the Code, pursuant to
the rules under Section 16 of the Exchange Act, if applicable, by any stock exchange or quotation system upon which the Stock is then listed, by any regulatory body having jurisdiction with respect thereto, or under any other applicable laws,
rules or regulations. 
 13.2 Awards Previously Granted. No termination, amendment or modification of the Plan other than
pursuant to Section 4.3 and 17.8 herein shall in any manner adversely affect any Award theretofore granted under the Plan, without the written consent of the Participant. 
 ARTICLE XIV 
 Withholding 

14.1 Tax Withholding. The Company shall have the power and the right to deduct or withhold, or require a Participant to remit to
the Company, an amount sufficient to satisfy Federal, state and local taxes (including the Participant’s FICA obligation, if any) required by law to be withheld with respect to any grant, exercise, issuance, settlement or payment made under or
as a result of this Plan. 
 14.2 Stock Withholding. With respect to withholding required upon the exercise of
Non-qualified Stock Options, or upon the lapse of restrictions on Restricted Stock or upon the occurrence of any other taxable event with respect to any Award, Participants may elect, subject to the approval of the Committee, to satisfy the
withholding requirement, in whole or in part, by having the Company withhold Shares of Stock having a Fair Market Value equal to the amount required to be withheld. The value of the Shares to be withheld shall be based on Fair Market Value of the
Shares on the date that the amount of tax to be withheld is to be determined. All elections shall be irrevocable and be made in writing, signed by the Participant on forms approved by the Committee in advance of the day that the transaction becomes
taxable. 
 ARTICLE XV 
 Successors 
 All obligations of the Company under the Plan, with respect to
Awards granted hereunder, shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation or otherwise, of all or substantially all of the business
and/or assets of the Company. 
 ARTICLE XVI 
 Restrictions on Transferability of Stock 
 16.1 General
Restrictions. 
 (a) Any other provision of the Plan notwithstanding, the obligation of the Company to issue
Shares under the Plan shall be subject to all applicable laws, rules and regulations and such approval by any regulatory body as may be required. The Company shall not be required to register in a Participant’s name or deliver any Shares prior
to the completion of any registration or qualification of such Shares under any Federal, state or foreign law or any ruling or regulation of any government body which the Committee shall, in its sole and absolute discretion, determine to be
necessary or advisable. 
 (b) The Company shall be under no obligation to qualify Shares subject to any Award or
to cause a registration statement or a post-effective amendment to any registration statement to be prepared for the purpose of covering the issuance of Shares subject to any Award or causing the issuance of such Shares to be exempt from
registration and qualification under applicable Federal and state securities laws now in force or as hereinafter amended, except as otherwise agreed to by the Company in writing in its sole discretion. 

16.2 Acquisition for Investment: Rights of Holder on Subsequent Registration. 

(a) Unless and until the Shares to be issued upon grant or exercise of, or otherwise attributable to, an Award under the
Plan have been effectively registered under the Securities Act, the Company shall be under no obligation to issue any Shares unless the person to whom such Shares are to be issued shall give a written representation and undertaking to the Company
which is satisfactory in 







 
form and scope to counsel for the Company and upon which, in the opinion of such counsel, the Company may reasonably rely, that he is acquiring the Shares issued pursuant to, or otherwise
attributable to, the Award for his own account as an investment and not with a view to, or for sale in connection with, the distribution of any such Shares, and that he will make no transfer of the same except in compliance with any rules and
regulations in force at the time of such transfer under the Securities Act, or any other applicable law, and that if Shares are issued without such registration, a legend to this effect may be endorsed upon the securities so issued. 

(b) In the event that the Company shall, nevertheless, deem it necessary or desirable to register under the Securities Act
or other applicable statutes any Shares attributable to an Award under the Plan, or to qualify any such Shares for exemption from the Securities Act or other applicable statutes, then the Company may take such action and may require from each
Participant such information in writing for use in any registration statement, supplementary registration statement, prospectus, preliminary prospectus, offering circular or any other document that is reasonably necessary for such purpose and may
require reasonable indemnity to the Company and its officers and directors from such holder against all losses, claims, damages and liabilities arising from such use of the information so furnished and caused by any untrue statement of any material
fact therein or caused by the omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made. 

ARTICLE XVII 
 General 
 17.1 Requirements of Law. The granting of Awards and the
issuance of Shares of Stock under this Plan shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or self regulatory organizations (e.g., any stock exchange or quotation system upon which
the Stock is then listed) as may be required. 
 17.2 Effect of Plan. The establishment of the Plan shall not confer upon
any Key Employee any legal or equitable right against the Company, a Subsidiary or the Committee, except as expressly provided in the Plan. The Plan does not constitute an inducement or consideration for the employment of any Key Employee, nor is it
a contract between the Company or any of its Subsidiaries and any Key Employee. Participation in the Plan shall not give any Key Employee any right to be retained in the service of the Company or any of its Subsidiaries. Except as may be otherwise
expressly provided in the Plan or in an Agreement, no Key Employee who receives an Award shall have rights as a shareholder of the Company prior to the date Shares are issued to the Key Employee pursuant to the Plan. 

17.3 Unfunded Status of Plan. The Plan is intended to constitute an “unfunded” plan for incentive and deferred
compensation. With respect to any payments as to which a Participant has a fixed and vested interest but which are not yet made to a Participant by the Company, nothing contained herein shall give any such Participant any rights that are greater
than those of a general unsecured creditor of the Company. 
 17.4 Creditors. The interests of any Participant under the
Plan or any Agreement are not subject to the claims of creditors and may not, in any way, be assigned, alienated or encumbered. 

17.5 Governing Law. The Plan, and all Agreements hereunder, shall be governed, construed and administered in accordance with the
laws of the Commonwealth of Virginia and the intention of the Company is that ISOs granted under the Plan qualify as such under Section 422 of the Code. 
 17.6 Severability. In the event any provision of the Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Plan, and the
Plan shall be construed and enforced as if the illegal or invalid provision had not been included. 
 17.7 Termination of
Employment. The Committee may provide in an Agreement made under the Plan for vesting of Awards in connection with the termination of a Participant’s employment on such basis as it deems appropriate, including, without limitation, any
provisions for vesting at death, disability, retirement, or in connection with a Change in Control, with or without the further consent of the Committee. The Agreements evidencing Awards may contain such provisions as the Committee may approve with
reference to the effect of approved leaves of absence. Unless otherwise provided herein or in the 







 
Agreement pertaining to an Award, in the event that a Participant terminates his employment with the Company and its Subsidiaries for any reason, then the unvested portion of such Award shall
automatically be forfeited to the Company. Unless otherwise provided in the Agreement pertaining to an Award or as may be required by applicable law, in determining cessation of employment, transfers between the Company and/or any Subsidiary shall
be disregarded. 
 17.8 Non-qualified Deferred Compensation Plan Omnibus Provision. Unless otherwise provided in the
applicable Agreement, it is intended that any compensation, benefits, or other remuneration, which is provided pursuant to or in connection with the Plan, which is considered to be non-qualified deferred compensation subject to Section 409A of
the Code, shall be provided and paid in a manner, and at such time and in such form, as complies with the applicable requirements of Section 409A of the Code to avoid the unfavorable tax consequences provided therein for non-compliance. The
Committee is authorized to amend any Agreement and to amend or declare void any election by a Participant as may be determined by it to be necessary or appropriate to evidence or further evidence required compliance with Section 409A of the
Code. The Committee, however, shall have no responsibility or liability if any Award is subject to adverse taxation under Section 409A of the Code. 
 17.9 Share Certificates and Book Entry. To the extent that the Plan provides for issuance of stock certificates to represent shares of Stock, the issuance may be effected on a non-certificated
basis to the extent not prohibited by applicable law or the applicable rules of any stock exchange or quotation system upon which the Stock is then listed. Notwithstanding any other provisions contained in this Plan, in its discretion the Committee
may satisfy any obligation to deliver Shares represented by stock certificates by delivering Shares in electronic form or book-entry credit. If the Company issues any Shares in electronic form or book-entry credit that are subject to terms,
conditions and restrictions on transfer, a notation shall be made in the records of the transfer agent with respect to any such Shares describing all applicable terms, conditions and restrictions on transfer. In the case of Restricted Stock granted
under the Plan, such notation shall be substantially in the form of the legend contained in Section 8.5 herein. 
 17.10
Banking Regulatory Provision. All Awards shall be subject to any condition, limitation or prohibition under any financial institution regulatory policy or rule to which the Company is subject.