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Exhibit 10.1
 COMMUNITY BANK OF TRI-COUNTY
SALARY CONTINUATION AGREEMENT
 THIS SALARY CONTINUATION AGREEMENT
  Article 1
Definitions
  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;




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(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




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(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.
  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 1st 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.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.




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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 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 Four Thousand
Eight Hundred Dollars ($4,800), payable for a period of fifteen (15) years and resulting in a total
benefit of Seventy-Two Thousand Dollars ($72,000). 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.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




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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.
 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




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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 II 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.
 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.




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3.2
    
    Death During Distribution of a Benefit. If the Executive dies after any benefit
distributions have commenced under this Agreement 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.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.




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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.
 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.




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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.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:




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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 suchClaimant 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.
 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




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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(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




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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
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(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.




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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.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




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##### 



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:
 
 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.
  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.
  EXECUTIVE:
    
    
    
    COMPANY:COMMUNITY BANK OF TRI-COUNTY/s/ Gregory C. Cockerham
    
    
    
    By: /s/ Michael MiddletonGregory C. Cockerham
    
    
    
    Title: President




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##### 



þ
    
    New Designationo
    
    Change in Designation
  Primary:%%Contingent:%%
 Notes:
 §
    
    Please PRINT CLEARLY or TYPE the names of the beneficiaries§
    
    To name a trust as Beneficiary, please provide the name of the trustee(s) and the exact name and date of the trust
agreement.§
    
    To name your estate as Beneficiary, please write Estate of [your name].§
    
    Be aware that none of the contingent beneficiaries will receive anything unless ALL of the primary beneficiaries
predecease you.
  Name:Signature:
    
    
    
    
    
    Date:
 
 By:Title:




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##### 



SCHEDULE A
COMMUNITY BANK OF TRI-COUNTY
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT
 Gregory C. Cockerham
 Change inEarly
    
    
    
    
    
    ControlTermination
    
    Disability
    
    Annual
    
    PreretirementAnnual Benefit
    
    Annual
    
    Benefit
    
    Annual DeathDate
    
    Age
    
    (1)
    
    Benefit (1)
    
    (1)
    
    Benefit (2)12/31/2006
    
    
    52
    
    
    $
    501
    
    
    $
    501
    
    
    $
    2,562
    
    
    $
    4,80012/31/2007
    
    
    53
    
    
    $
    973
    
    
    $
    973
    
    
    $
    2,693
    
    
    $
    4,80012/31/2008
    
    
    54
    
    
    $
    1,418
    
    
    $
    1,418
    
    
    $
    2,831
    
    
    $
    4,80012/31/2009
    
    
    55
    
    
    $
    1,836
    
    
    $
    1,836
    
    
    $
    2,976
    
    
    $
    4,80012/31/2010
    
    
    56
    
    
    $
    2,231
    
    
    $
    2,231
    
    
    $
    3,128
    
    
    $
    4,80012/31/2011
    
    
    57
    
    
    $
    2,602
    
    
    $
    2,602
    
    
    $
    3,288
    
    
    $
    4,80012/31/2012
    
    
    58
    
    
    $
    2,952
    
    
    $
    2,952
    
    
    $
    3,456
    
    
    $
    4,80012/31/2013
    
    
    59
    
    
    $
    3,282
    
    
    $
    3,282
    
    
    $
    3,633
    
    
    $
    4,80012/31/2014
    
    
    60
    
    
    $
    3,592
    
    
    $
    3,592
    
    
    $
    3,819
    
    
    $
    4,80012/31/2015
    
    
    61
    
    
    $
    3,885
    
    
    $
    3,885
    
    
    $
    4,014
    
    
    $
    4,80012/31/2016
    
    
    62
    
    
    $
    4,160
    
    
    $
    4,160
    
    
    $
    4,220
    
    
    $
    4,80012/31/2017
    
    
    63
    
    
    $
    4,420
    
    
    $
    4,420
    
    
    $
    4,435
    
    
    $
    4,80012/31/2018
    
    
    64
    
    
    $
    4,664
    
    
    $
    4,664
    
    
    $
    4,662
    
    
    $
    4,8007/24/2019(3)
    
    
    65
    
    
    $
    4,800
    
    
    $
    4,800
    
    
    $
    4,800
    
    
    $
    4,800
 
 (1)
    
    Payments are made in 180 equal monthly installments commencing with later of (a) the
seventh month after the Executives Separation from Service, or (b) the month immediately
after the month in which the Executive attains the Normal Retirement Age. Refer to Section
2.2 for Early Termination, 2.3 for Disability, and 2.4 for Change in Control.(2)
    
    Payments are made in 180 equal monthly installments commencing the first day of the
month following receipt by the Company of the Executives death certificate. Refer to
Section 3.1 for Death.(3)
    
    This is the day the Executive reaches his Normal Retirement Age.