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EXHIBIT (10)(xxii)


 



FIRST AMENDMENT



TO AMENDED AND RESTATED



EXECUTIVE SALARY CONTINUATION



AGREEMENT


 


 


THIS
FIRST AMENDMENT, made and entered into this 16th day of February,
2018, by and between Peoples Bank, a Bank organized and existing
under the laws of the State of North Carolina, hereinafter referred
to as “the Bank”, and William D. Cable, Sr., a Key
Employee and Executive of the Bank, hereinafter referred to as
“the Executive”.


 


W I T N
E S S E T H:


 


WHEREAS, the Bank
and the Executive previously entered into an Amended and Restated
Executive Salary Continuation Agreement dated the 18th day of December,
2008 between Peoples Bank and William D. Cable, Sr., that provided
for the payment of certain benefits (the “2008
Agreement”); and


 


WHEREAS, the Bank
and the Executive desire to amend the 2008 Agreement in order to
increase the benefit provided, to amend the Index Benefit
provisions of the 2008 Agreement, and to make certain other
clarifying changes.


 


NOW,
THEREFORE the 2008 Agreement is hereby amended as follows,
effective February 16, 2018:


 

1.         
Subparagraph I.F. is hereby amended by deleting that subparagraph
in its entirety, and replacing it with a new Subparagraph I.F. to
read as follows:


 


F.            

Index Retirement Benefit


 


The
“Index Retirement Benefit” for the Executive for any
year shall be equal to the amount shown on Exhibit A-3 of this
Agreement.


 

2.         
Subparagraph I.G. is hereby amended by deleting that subparagraph
in its entirety, and replacing it with a new Subparagraph I.G. to
read as follows:


 

G.           
[Reserved]


 

3.         
Subparagraph I.H. is hereby amended by deleting that subparagraph
in its entirety, and replacing it with a new Subparagraph I.H. to
read as follows:


 

H.           
[Reserved]


 




 








 





 

4.         
Subparagraph III.A. is hereby amended by deleting that subparagraph
in its entirety, and replacing it with a new Subparagraph III.A. to
read as follows:


 

A.            
Retirement
Benefits:

 


Should
the Executive continue to be employed by the Bank until
“Normal Retirement Age” defined in Subparagraph I(J),
the Executive shall be entitled to receive an annual benefit equal
to the sum of the amount set forth in Exhibit A-1 and the amount
set forth in Exhibit A-1A, in equal monthly installments
[1/12th of
the annual benefit for a period of thirteen (13) years]. Said
payments to commence thirty (30) days following the
Executive’s Retirement Date. Upon completion of the
aforestated payments and commencing the next month subsequent
thereto, the Index Retirement Benefit [Subparagraph I(F)] shall be
paid to the Executive until his death at which time said benefit
shall cease.


 

5.         
Subparagraph III.B. is hereby amended by deleting that subparagraph
in its entirety, and replacing it with a new Subparagraph III.B. to
read as follows:


 

B.           
Early Retirement
Benefits:


 


Subject
to Subparagraph III(F), should the Executive elect Early Retirement
or be discharged without cause by the Bank subsequent to the Early
Retirement Date [Subparagraph I(D)], the Executive shall be
entitled to receive a reduced annual benefit amount as set forth in
Exhibit A-2, based on the Executive’s age at Early
Retirement. Said payments to commence thirty (30) days following
the Executive’s Early Retirement Date. Such payments
shall be made in equal monthly installments
[1/12th
of the
annual benefit for a period of thirteen (13) years]. Upon
completion of the aforestated payments and commencing the next
month subsequent thereto, the Executive shall be entitled to
receive a reduced Index Retirement Benefit [Subparagraph I(F)]
amount as set forth in Exhibit A-2, based on the Executive’s
age at Early Retirement, which benefit shall be paid to the
Executive until his death at which time said benefit shall cease.
For the avoidance of doubt, when Early Retirement occurs prior to
age sixty-five (65), the reduced annual benefit as set forth in
Exhibit A-2, based on the Executive’s age at Early
Retirement, will apply to the age sixty-six (66) benefit listed on
Exhibit A-1, to the age sixty-six benefit listed on Exhibit A-1A,
and to the Index Retirement Benefit listed on Exhibit
A-3.


 




 

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6.         
Subparagraph III.C. is hereby amended by deleting the last sentence
of that subparagraph and replacing it with the
following:


 


The
vesting schedule for the Exhibit A-1 portion of the Termination of
Service benefit is as follows:


 


	

Years Employed
Since Effective Date of Plan

	

Percentage That
Vests in That Year


	

1

	

30.0%


	

2-5

	

17.5%







 


The
vesting schedule for the Exhibit A-1A portion of the Termination of
Service benefit is as follows:


 


	

Years Employed
Since Date of Award of Increased Benefit

	

Percentage That
Vests in That Year


	

1-3

	

33.33%







 

7.         
Subparagraph III.E. is hereby amended by deleting that subparagraph
in its entirety, and replacing it with a new Subparagraph III.E. to
read as follows:


 

E. Death

 


Notwithstanding
anything herein to the contrary, should the Executive die after
becoming entitled to receive payments under Subparagraphs III. A,
B, C, or D (including benefits the Executive is entitled to receive
due to a Change in Control), but prior to having received the total
amount of payments the Executive may be entitled to receive as set
forth in the applicable subparagraph, the unpaid balance shall be
paid in a lump sum to the individual or individuals designated in
writing by the Executive on a beneficiary designation form provided
by and filed with the Bank. The payment shall be made on the first
business day of the second month following the date of the
Executive’s death. In the absence of or a failure to
designate a beneficiary, the unpaid balance shall be paid in a lump
sum to the personal representative of the Executive’s estate
on the first business day of the second month following the date of
the Executive’s death. If, upon death, the Executive shall
have received the total benefit as provided herein, then no further
benefit shall be due hereunder. In any event, upon the death of the
Executive, the Executive’s beneficiary shall not be entitled
to receive any Index Retirement Benefit.

 




 

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8.          
A new Exhibit A-1A is hereby added to the 2008 Agreement
immediately following Exhibit A-1, to read as follows:


 


	

Exhibit
A-1A


For


William D.
Cable, Sr.


 


	

End
of Year Age

	

Benefit
Amount


	

65

	

$15,000


	

66

	

$30,000


	

67

	

$30,000


	

68

	

$30,000


	

69

	

$30,000


	

70

	

$30,000


	

71

	

$30,000


	

72

	

$30,000


	

73

	

$30,000


	

74

	

$30,000


	

75

	

$30,000


	

76

	

$30,000


	

77

	

$30,000


	

78

	

$15,000







 

9.         
A new Exhibit A-3 is hereby added to the 2008 Agreement,
immediately following Exhibit A-2, to read as follows:


 


	

Exhibit
A-3


For


William D.
Cable, Sr.


 


	

End
of Year Age

	

Benefit
Amount


	

78

	

$12,200


	

79

	

$12,200


	

80

	

$12,200


	

81

	

$12,200


	

82

	

$12,200


	

83

	

$12,200


	

84

	

$12,200







 


In all
other respects, the 2008 Agreement shall remain in full force and
effect without modification.


 




 

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IN
WITNESS WHEREOF, this First Amendment has been executed this
16th day
of February, 2018.


 


	

 

	
PEOPLES
BANK

	

 


	

 

	

 

	

 

	

 


	
 

	
By:  

	
/s/
A.
Joseph Lampron, Jr.

	

 


	

 

	

Title:  



	
EVP/CFO 

	

 


	

 

	

 

	

 

	

 


	

 

	

 

	

 

	

 


	

 

	

EXECUTIVE

	

 


	

 

	

 

	

 

	

 


	

 

	

By:  



	

/s/ William D.
Cable, Sr.

	

 


	

 

	

 

	

 

	

 


	

 

	

 

	

 

	

 







 


 


 


 


 


 




 

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