EXHIBIT 10.11


 


SECOND AMENDMENT TO SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN


AGREEMENT FOR KIRK D. FOX


 


This
Second Amendment to the Supplemental Executive Retirement Plan Agreement for
Kirk D. Fox entered into between Kirk D. Fox and Halifax National Bank dated March 29,
2007, and amended on June 18, 2008, is entered into between Kirk D. Fox (“Executive”)
and Riverview National Bank (“Bank”) and made this 2nd day of September, 2009.


 


WHEREAS, Halifax National Bank and Fox entered into a
Supplemental Executive Retirement Agreement dated March 29, 2007, and
amended on June 18, 2008 (“SERP Agreement”);


 


WHEREAS, Halifax National Bank and The First National Bank
of Marysville consolidated into Bank on December 31, 2008;


 


WHEREAS, Section 10.1 of the SERP Agreement requires a
reduction in the payment under the SERP Agreement to the extent necessary to
avoid the imposition of an excise tax under Code Section 4999;


 


WHEREAS, Executive entered into an Amended and Restated
Employment Agreement with Riverview Financial Corporation and Bank dated December 31,
2008 (“Employment Agreement”);


 


WHEREAS, paragraph VI. 3 of the Employment Agreement
provides that if an excise tax is imposed under Code Section 4999, then
the Executive would receive an additional payment such that the after tax
amount will be equivalent to the excise tax imposed; and


 


WHEREAS, the parties wish to amend Section 10.1 of the
SERP Agreement to correct the inconsistency between the SERP Agreement and
Employment Agreement.


 


NOW, THEREFORE, in consideration of the covenants hereinafter
set forth, and intending to be legally bound hereby, the parties agree,
effective the date hereof, as follows:


 


1.                                       Section 10.1
of the SERP Agreement shall be amended in its entirety to provide:


 


10.1  Excess
Parachute or Golden Parachute Payment.  Notwithstanding any provision of this
Agreement to the contrary, in the event that any benefit provided under this
Agreement when added to all other amounts or benefits provided to or on behalf
of the Executive in connection with his termination of employment, would result
in the imposition of an excise tax under Section 4999 of the Code, the Bank
will pay to Executive an additional cash payment (“Gross-up Payment”) in an
amount such that the after-tax proceeds of such Gross-up Payment (including any
income tax or excise tax on such Gross-up Payment) will be equal to the amount
of the excise tax.


 


IN WITNESS WHEREOF, the Parties, intending to be
legally bound hereby, have caused this Amendment to be duly executed in their
respective names or by their authorized representative, on the day and year
first above written.


 

















 


	
  ATTEST:

  	
   

  	
  RIVERVIEW
  NATIONAL BANK

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Robert M. Garst

  
	
   

  	
   

  	
   

  	
  Robert
  M. Garst

  
	
   

  	
   

  	
   

  	
  Chief
  Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  EXECUTIVE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/
  Kirk D. Fox

  
	
   

  	
   

  	
  Kirk
  D. Fox