10.2SERPAgreement










































VALLEY BANK


SUPPLEMENTAL RETIREMENT PLAN


As Amended and Restated Effective October 24, 2013
















THIS SUPPLEMENTAL RETIREMENT PLAN (hereinafter the “Plan”) was adopted by Valley Bank, a State Banking Corporation, organized and existing under the laws of the Commonwealth of Virginia (hereinafter sometimes referred to as the “Bank” and sometimes referred to as the “Plan Sponsor”) effective November 1, 2008.  The November 1, 2008 Plan document consolidated several individual supplemental retirement plans (the “Individual Plans”) which were adopted prior to November 1, 2008.


The Plan is amended and restated effective October 24, 2013, to include amendments made after November 1, 2008, and to clarify the Plan’s formula.  The Plan is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986 (the “Code”) and final regulations thereunder.    


ARTICLE I
Definition of Terms


The following words and terms as used in this Plan shall have the meaning set forth below, unless a different meaning is clearly required by the context:


1.1    “Act”: The Employee Retirement Income Security Act of 1974, as the same may be amended from time to time, or the corresponding sections of any subsequent legislation which replaces it, and, to the extent not inconsistent therewith, the regulations issued thereunder.


1.2    “Administrator”: The plan administrator provided for in Article VIII hereof.


1.3    “Bank”: Valley Bank, a bank organized under the laws of the Commonwealth of Virginia.











1.4    “Affiliate”: Any subsidiary, affiliate or other related business entity to the Corporation.


1.5    “Beneficiary”: The person or persons designated by Participant or otherwise entitled pursuant to Article IV to receive benefits under the Plan attributable to such Participant after the death of such Participant.


		
	1.
	“Board”: The present and any succeeding Board of Directors of the Bank.




1.7    “Change of Control”: A change in control of a nature that would be required to be reported (assuming such event has not been “previously reported”) in response to Item 1(a) of the Current Report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (“Exchange Act”); provided that, notwithstanding the foregoing and without limitation, such a change in control shall be deemed to have occurred at such time as:


(i)    any Person is or becomes the “beneficial owner” (as defined in Rule 13d-3 or Rule 13d-5 under the Exchange Act as in effect on January 1, 1994), directly or indirectly, of 20% or more of the combined voting power of the Corporation’s voting securities;


(ii)    individuals who as of the date hereof, constitute the Board of Directors of the Corporation (the “Incumbent Board”) ceases for any reason to constitute at least the majority of the Board, provided that any person becoming a director subsequent to the date hereof whose election, or nomination for election by the Corporation’s shareholders, was approved by a vote of at least 75% of the directors comprising the Incumbent Board (either by a specific vote or by approval of the proxy statement of the Corporation in which such person is named as a nominee for director, without objection to such nomination) shall be, for the purposes of this clause (ii) considered as though such person were a member of the Incumbent Board; 


(iii)    all or substantially all of the assets of the Corporation or the assets of the Bank are sold, transferred or conveyed by any means, including but not limited to direct purchase or merger, if the transferee is not controlled by the Corporation with “control” for the purposes of this subsection meaning the ownership of more than 50% of the combined voting power of such entity’s voting securities; or


(iv)    the Corporation is merged or consolidated with another corporation or entity and as a result of such merger or consolidation less than 75% of the outstanding voting securities of the surviving or resulting corporation or entity shall be owned, in the aggregate, by the former shareholders of the Corporation.


Notwithstanding anything in the foregoing to the contrary, no change in control shall be deemed to have occurred for purposed of this Agreement by virtue of any transaction.


(i)    which results in Participant or a group of Persons which includes      participant, acquiring, directly or indirectly, 20% or more of the combined voting power of the Corporation’s voting securities; 


(ii)    arranged  or caused by a federal bank regulatory agency possessing appropriate jurisdiction on the grounds of failing financial condition of the Corporation or Bank which results in the acquisition, directly or indirectly, of 20% or more of the combined voting power of the Corporation’s voting securities by any Person; or











(iii)    which results in the Corporation, any subsidiary of the Corporation or any profit-sharing plan, employee stock ownership plan or employee benefit plan of the Corporation or any of its subsidiaries (or any trustee of or fiduciary with respect to any such plan acting in such capacity) acquiring, directly or indirectly, 20% or more of the combined voting power of the Corporation’s voting securities.


1.8    “Code”:  The Internal Revenue Code of 1986, as the same may be amended from time to time, or the corresponding section of any subsequent Internal Revenue Code, and, to the extent not inconsistent therewith, regulations issued thereunder.


1.9    “Corporation”: Valley Financial Corporation, the parent corporation owning the Bank.


1.10    “Delayed Retirement Date”: In the event Participant continues in the active employment of the Bank beyond his Normal Retirement Date, the first day of the calendar month next following the date of termination of his employment with the Bank.


1.11    “Disability Retirement Date”: The first day of the calendar month coinciding with or the next following the date Participant retires as a result of a Disability. For purposes hereof, the existence of a “Disability” or the status of being “Disabled” shall be considered present during the period for which Participant either: 


(i)    is determined by the Federal Social Security Administration to be disabled, as that term is defined for purposes of the Federal Social Security disability benefits, and for which he receives such benefits after the required waiting period prior to his Normal Retirement Date, or


(ii)    is determined by the applicable fiduciary to be disabled for purposes of entitlement to disability benefits under any long term disability plan which is maintained by the Bank and under which Participant is covered, and for which Participant receives such benefits prior to his Normal Retirement Date for a period of not less than three months,


provided the cause of such Disability occurred when Participant was participating in this Plan. The Administrator shall have the right to require proof of continuing Disability. Failure by Participant to provide such evidence as may, from time to time, be required by the Administrator prior to Participant’s attainment of his Normal Retirement Date shall result in the discontinuance of his Disability Retirement status and the termination of his/her status as Disabled under the Plan. The determination of Disability shall be made by the Administrator in accordance with standards uniformly applied to all other employees of the Bank participating in similar plans, on the advice of one or more physicians appointed or approved by the Bank if deemed necessary or advisable by the Administrator, and the Administrator shall have the right to require further medical examinations from time to time to determine whether there has been any change in the Participant’s physical condition.


1.“Effective Date”: The Effective Date of the Plan, as amended and restated, is November 1, 2008.


1.13    “Normal Retirement Date”: The first day of the calendar month coinciding with or next following date on which the Participant attains age sixty-five (65).


1.14    “Participant”:  An employee of the Bank or an Affiliate selected to participate in the Plan in accordance with Article II.











1.“Participation Date”:  The date of an individual’s entry into the Plan as a Participant in accordance with Article II.


2.“Plan”: This document as contained herein or duly amended, which reflects a consolidation and amendment and restatement of the individual supplemental retirement plans identified on Exhibit 1.16, attached hereto.


		
	3.
	“Plan Sponsor”: Valley Bank, a state bank.




4.“Plan Year”: A twelve (12) month period commencing on January 1 and ending on December 31 of each year.


5.“Retirement Benefit”: The amount due Participant or his designated Beneficiary under the Plan, as determined pursuant to Article III hereof.


6.“Separation for Service”: Except as provided below, Separation from Service means either:  (i) the complete cessation of the performance of services by the Participant for the employer for whatever reason, or (ii) a diminished level of services where the Participant is expected to perform services at a level equal to 20% or less of the average level of service provided during the immediately preceding 36 months.


Separation from Service does not include military leave, sick leave or other bona fide leave of absence if (i) the period of such leave does not exceed six months, and (ii) there is a reasonable expectation that the Participant will return to perform service with the employer. There is a deemed Separation from Service if the leave of absence exceeds six months and the Participant has no contractual or statutory right to reemployment.  Such deemed Separation of Service occurs on the first day immediately following the six month period.  A 29-month period shall be substituted for the six-month period if the leave of absence is due to a medically determinable physical or mental impairment expected to result in death or last for a continuous period of six months or more.  For purposes of this Section 1.20, “employer” means “employer” as defined in the Treasury Regulations Section 1.409A-1(h)(3).


7.“Specified Employee”: A Participant who, as of December 31st of a calendar year, meets the requirements of Code section 416(i)(1)(A)(i), (ii), or (iii) applied in accordance with the regulations thereunder and disregarding Code section 416(i)(5).  A Participant who meets the criteria in the preceding sentence will be considered a Specified Employee for purposes of the Plan for the 12-month period commencing on the next following April 1.  Compensation for purposes of identifying the Specified Employee is defined according to Treasury Regulations section 1.415(c)-2(a) applied without regard to the safe harbor provided in Treasury Regulations section 1.415(c)-2(d), the special timing rules provided in Treasury Regulations section 1.415(c)-2(e), and the special rules provided in Treasury Regulation section 1.415(c)-2(g).  


ARTICLE II
Eligibility for Benefits


2.1    Eligibility and Date of Participation.  The Board in its discretion shall designate whether and when an employee is eligible to participate in the Plan.  The Board shall designate Participants from among those individuals who constitute a select group of management or highly compensated employees of the Bank or an Affiliate for purposes of the Employee Retirement Income Security Act of 1974, as amended; provided, however, that the Board need not designate as Participants all such individuals.  A Participant shall be eligible to receive a benefit determined under Article III of this Plan following his termination of 









employment with the Plan Sponsor in the event such termination occurs following his Normal Retirement Date, Disability or termination of his employment for any reason following completion of the required years of service set forth herein below in Article V, said payment of benefits to be paid in accordance with the provisions of Article VI.


ARTICLE III
Supplemental Retirement Benefit


3.1    Determination of Supplemental Retirement Benefit.


3.1(a)    Subject to the terms and conditions set forth herein, upon Participant’s termination of employment on or after his Normal Retirement Date he/she shall be entitled to a yearly benefit equal to fifty percent (50%) of the Participant’s final five (5) years average Compensation, reduced by Participant’s primary Social Security benefit. For Participants who have a Participation Date on or after January 1, 2003, such Participant’s yearly benefit shall be adjusted in the event such Participant’s Normal or Delayed Retirement Date occurs less than fifteen (15) years from the Participant’s Participation Date.  In this event, Participant’s yearly benefit shall be reduced by a Fraction, the Numerator of which shall be Participant’s years of employment with the Bank or the Corporation from the Participant’s Participation Date until his Normal or Delayed Retirement Date and the Denominator of which shall be fifteen (15) (hereinafter referred to as the “Target Retirement Benefit”).
    
Example: Yearly benefit x Years of employment from Participation Date  to Normal or Delayed Retirement Date.
15


The Target Retirement Benefit shall be subject to such increase or decrease as may be determined in accordance with Section 3.1(b) below or Section 5.1(b) if employment terminates prior to Participant’s Normal Retirement Date. The Target Retirement Benefit shall be paid in monthly installments for a period of one hundred and eighty (180) months.


3.1(b)    The Bank shall establish for the benefit of Participant a separate account for bookkeeping purposes and shall credit to such account for each Plan Year an amount that when aggregated with similar accruals for all Plan Years prior to Participant’s Normal Retirement Date is projected to fully fund the Target Retirement Benefit. The amount required each Plan Year to fully fund the Target Retirement Benefit for the Participant at his Normal Retirement Date shall be referred to herein as the “Target Annual Accrual.”


3.1(b)(i)  In order to ensure that the Supplemental Retirement Benefit to be paid Participant at his Normal Retirement Date properly reflects the financial performance of the Corporation during the period of Participant’s participation in the Plan, the Target Annual Accrual amount for a Participant shall be subject to increase or decrease each Plan Year through the 2011 Plan Year based upon the average of the percentages (i.e., 50%, 80%, 100%, 110%, or 125%) that were earned pursuant to the chart below for the fiscal year of the Corporation immediately preceding the Plan Year for which the Target Annual Accrual is to be determined, as well as for each prior fiscal year during the period of Participant’s participation in the Plan.  The measure of the Corporation’s financial performance shall be its Return on Equity (“ROE”) as determined for the most recent fiscal year of the Corporation immediately preceding the Plan Year in which the determination of the Target Annual Accrual is to be made. The Corporation’s ROE shall be determined by the Corporation’s auditors or certified public accountant on a consistent basis.


The “Target Annual Accrual” shall be increased or decreased each Plan Year through the 2011 Plan Year based upon the following ROE requirements for the Corporation’s preceding fiscal year:











	
						
	Under 10%
ROE
	10%-12%
ROE
	12%-15%
ROE
	15%-18%
ROE
	Over 18%
ROE
	 

	50%
	 
	 
	 
	 
	50% of Target Annual Accrual

	 
	80%
	 
	 
	 
	80% of Target Annual Accrual

	 
	 
	100%
	 
	 
	100% of Target Annual Accrual

	 
	 
	 
	110%
	 
	110% of Target Annual Accrual

	 
	 
	 
	 
	125%
	125% of Target Annual Accrual






The Administrator shall, on a prospective basis only, have the right to make adjustments to the ROE requirements set forth above at any time during the term of this Plan.


Notwithstanding the above, the amount credited to the Participant’s separate account for the 2011 Plan Year shall not be based on the ROE requirements set forth in the table above, and shall instead be equal to 75% of the Participant’s Target Annual Accrual.


3.1(b)(ii)  Nothwithstanding Section 3.1(b)(i) above, for the 2012 Plan Year and beyond, the “Target Annual Accrual” shall be determined in accordance with the chart below for each Plan Year beginning in 2012, based upon the Corporation’s actual return on average equity as a percentage of the Corporation’s budgeted return on average equity (“BROE”), in each case for the Corporation’s preceding fiscal year.  In no event will the “Target Annual Accrual” be less than 80% or greater than 100%.  An example follows in the chart below:


	
				
	Corporation’s Actual ROE for preceding fiscal year
	Corporation’s BROE
	Actual ROE / BROE
	Target Annual Accrual

	5%
	10%
	50%
	80%

	8%
	10%
	80%
	80%

	10%
	10%
	100%
	100%

	12%
	10%
	120%
	100%






The Administrator shall, on a prospective basis only, have the right to make adjustments to the BROE requirements set forth at any time during the term of this Plan.


3.1(b)(iii)  At Normal Retirement, Participant’s Supplemental Retirement Benefit to be paid in accordance with Article VI shall be the Target Retirement Benefit increased or reduced as a result of any adjustments to the Target Annual Accruals to his account based upon the annual ROE or BROE requirements for the Corporation.


3.1(b)(iv)  For the purposes of determining the Supplemental Retirement Benefit due a Participant under this Plan, the assumptions to be used by the Administrator shall be those set forth for that Participant in Exhibit 3.1(b), which shall be deemed a part of this Plan.


3.1(c)  Notwithstanding the foregoing, if Participant terminates employment prior to his Normal Retirement Date, the benefit calculated under this Article III may be subject to adjustment in accordance with the vesting schedule set forth in Article V below.


3.2    Definitions.  For purpose hereof, the following terms shall have the following meaning:


3.2(a)    “Compensation” shall, for the purpose of projecting Participant’s Target Retirement Benefit mean Participant’s total base salary, commissions, incentive awards, profit sharing awards and performance bonus (regardless of form of payment) earned by Participant for a Fiscal Year. If any of the items included 









in Compensation are later forfeited by the Participant due to early termination or clawback, Compensation will be adjusted accordingly for the forfeiture for the respective year.  Compensation shall be determined for Participant prior to any withholding or deductions and prior to any reduction for employee elective contributions to a Cafeteria Plan described in Section 125 of the Code or a qualified cash or deferred arrangement described in Section 401(k) of the Code.  However, Compensation shall exclude items of compensation as expense reimbursements and allowances, amounts contributed to or on behalf of Participant pursuant to this Plan or any other employee benefit plan or program of the Bank or Corporation in which Participant is eligible to participate, or any other similar extraordinary remuneration.


3.2(b)    “Primary Social Security Benefit” means the annual income to which Participant is entitled at normal retirement under the provisions of the Federal Social Security Act as in effect on the first day of the Plan Year in which he attains age sixty-six (66).  If Participant does not qualify for, or loses, Social Security benefits to which he is entitled under the Federal Social Security Act because of failure to make application therefore, or for any other reason, such Social Security benefits shall nevertheless be considered, for purposes of the Plan, as being received by Participant.  It is the intent of this definition that Participant’s Supplemental Retirement Benefit shall be offset by the actual social security benefits payable at that time. If Participant begins to receive the social security benefits earlier, such paid benefits will be used as an offset, and the offset will reflect the fact that the actual payments to the Participant are less (because of the early payment) than the social security benefits used to determine the offset.


ARTICLE IV
Death Benefit


4.1    Death after Commencement of Payment. If Participant dies after his Supplemental Retirement Benefit commences to be paid and before Participant has received one hundred eighty (180) monthly payments, the only benefits payable under the Plan to his Beneficiary after his death shall be the remaining monthly payments needed to ensure that one hundred eighty (180) monthly payments are made.


4.2    Supplemental Death Benefit.


4.2(a)    If Participant dies before his Normal Retirement Date and provided that Participant has designated a Beneficiary in anticipation of death, a Supplemental Death Benefit shall be paid to the Beneficiary in an annual amount equal to the excess of: 


(i)    Fifty percent (50%) of the Participant’s Compensation, (as defined in subparagraph 3.2), for the calendar year immediately preceding the year in which Participant’s death occurs, over


		
	(i)
	The Social Security Survivor Benefit.




The Supplemental Death Benefit shall be paid each year in twelve (12) monthly installments for a period of one hundred and eighty (180) months commencing on the first day of the month following Participant’s death. The Supplemental Death Benefit shall be paid in lieu of any Supplemental Retirement Benefit.


4.3    Beneficiary Designation.


4.3(a)    Participant shall be entitled to designate a Beneficiary hereunder by filing a designation in writing with the Administrator on the form provided for such purpose. Any Beneficiary designation made hereunder shall be effective only if signed and dated by Participant and delivered to the Administrator prior to the time of Participant’s death. Any Beneficiary designation hereunder shall remain effective until changed or revoked hereunder.











4.3(b)    Any Beneficiary designation may include multiple, contingent or successive Beneficiaries and may specify the proportionate distribution to each Beneficiary.


4.3(c)    A Beneficiary designation may be changed by Participant at any time, or from time to time, by filing a new designation in writing with the Administrator.


4.3(d)    If Participant dies without having designated a Beneficiary, or if the Beneficiary so designated his predeceased him/her, then his/her estate shall be deemed to be his/her Beneficiary.


4.3(e)    If a Beneficiary of Participant shall survive Participant but shall die before the Participant’s entire benefit under the Plan has been distributed, then, absent any other provision by Participant, the unpaid balance thereof shall be distributed to the such other beneficiary named by the decreased Beneficiary to received his/her interest or if none, to the estate of the decreased Beneficiary. If multiple beneficiaries are designated, absent any other provision by the Participant, those named or the survivor of them shall share equally any amounts payable hereunder.


ARTICLE V
Vesting Schedule


5.1    Vesting Generally


5.1(a)    Except as set forth below and subject to the forfeiture events described in paragraph 5.2 hereof, Participant shall be fully vested in his/her Supplemental Retirement Benefit upon the first to occur of:


(i)A Participant’s having reached his Normal Retirement Date while employed by the Bank or the Corporation, 


(ii)    A Participant’s having remained continuously employed with the Bank and/or the Corporation through the end of the first fiscal year for which a 100% “Vested %” is shown on the schedule for that Participant attached as Exhibit 5.1(b); or


(iii)    The occurrence of a Change of Control.
    
5.1(b)    Separation from Service Prior to Normal Retirement Date.


Absent an event described in Section 5.1(a) and 5.2, a Participant shall, following a voluntary Separation from Service, be entitled to receive the vested portion of his Supplemental Retirement Benefit as determined in Section 3.2 above in accordance with the vesting schedule for that Participant attached as Exhibit 5.1(b).


The payment of Supplemental Retirement Benefits for a Participant who Separates from Service prior to Normal Retirement Date shall be payable in accordance with the provisions of Article VI herein below.


5.1(c)    Separation from Service Due to Disability.


In the event of a Participant’s Separation from Service on his Disability Retirement Date on account of Disability, such Participant will have a vested right to the Supplemental Retirement Benefit described in section 3.1(a) in an amount equal to the greater of:


(i)    25%; or











(ii)    the actual vested amount for such Participant based the vesting schedule for that Participant attached as Exhibit 5.1(b).


Solely for purposes of determining Participant’s final five (5) years average Compensation in order to compute the benefit payable to him/her under this section 5.1(c), the Participant’s Disability Retirement Date shall be deemed to be the Participant’s Normal Retirement Date. The Supplemental Retirement Benefit payable to Participant as a result of his Disability shall begin on the Participant’s Normal Retirement Date and shall be paid in accordance with the provisions of Article VI set forth below.


5.2    Forfeiture of Benefits.


5.2(a)    Notwithstanding any contrary provision hereof, Supplemental Retirement with respect to Participant shall be forfeited upon the occurrence of any of the following:


(i)Participant’s voluntary termination of employment prior to meeting the vesting requirements of Section 5.1(b);


(ii)    Participant’s termination of employment with the Bank for “cause”;


(iii)    Participant’s entering “competition”, his/her making an “unauthorized disclosure of confidential information”, after his termination of or retirement from employment with the Bank, in which case all payments to or with respect to Participant shall cease and all payments made to Participant or his Beneficiary under the Plan since the occurrence of such event of forfeiture shall be returned to the Bank (provided however, forfeiture shall not occur upon Participant’s entering into competition following a Change of Control); or


(iv)    The discovery by the Bank following Participant’s termination of or retirement from employment with the Bank or following his death, that an event constituting “cause” sufficient for his termination of employment or discovery of Participant’s previous “unauthorized disclosure of confidential information” prior to his termination, retirement, or death before termination or retirement, in which case all payments under the Plan to or with respect to Participant shall cease and all payments previously made to Participant or his Beneficiary under the Plan shall be returned to the Bank.


All determinations relative to the forfeiture of Supplemental Retirement Benefits hereunder shall be made by the Board of Directors of the Company.


5.2(b)    For purposes of this Section 5.2:


(i)    “Cause” means (i) the willful and continued failure by Participant to substantially perform his duties as an employee (other than any such failure resulting from his/her incapacity due to physical or mental illness) after a written demand for substantial performance is delivered to Participant by (a) the Board (excluding Participant), where Participant is the Chief Executive Officer of the Corporation, or (b) the Chief Executive Officer of the Corporation or his delegate, for any other Participant, and which failure has not been cured as hereinafter provided, which demand specifically identifies the manner in which the board believes that Participant has not substantially performed his duties, or (ii) the willful engaging by Participant in illegal conduct or any conduct which is demonstrably and materially injurious to the Corporation or Bank. Without limiting the generality of the foregoing, Cause shall include the issuance of a removal order or similar order by a governmental regulatory agency with appropriate jurisdiction prohibiting Participant from participating in the affairs of the Corporation or Bank. Any act or failure to act based upon authority given pursuant to a resolution 









duly adopted by the Board of the Corporation or Bank Board or based upon the advice of counsel for the Corporation or Bank shall be conclusively presumed to be done, or omitted to be done, by Participant in good faith and in the best interests of the Corporation and Bank. It is also expressly understood and acknowledged by the parties that the Participant’s attention to matters not directly related to the business of the Corporation or Bank shall not provide a basis for termination for Cause so long as the Corporation and/or Bank has approved participant’s engagement in such activities. Upon the issuance of a written demand for substantial performance, Participant shall have a reasonable period of time in which to correct such alleged violation, provided, however, that the alleged violation is neither dishonest nor criminal. The parties acknowledge and agree that thirty (30) days shall be deemed a reasonable time in which to correct any such alleged violation. If Participant is unable to correct the alleged violation within said thirty (30) day period, then if (a) the Board (excluding Participant, where Participant is the Chief Executive Officer of the Corporation, or (b) the Chief Executive Officer of the Corporation or his delegate, for any other Participant, determines that Participant is using his best efforts to make such correction and that the alleged violation can be corrected, the Board, Chief Executive Officer or delegate, as applicable, shall extend the thirty (30) day period by such time as is reasonably necessary for Participant to effect such correction as expeditiously as practicable. Notwithstanding the foregoing, after a Change in Control of the Corporation or the Bank, Participant shall not be deemed to be terminated for Cause unless and until there shall have been delivered to Participant a copy of a resolution duly adopted by the affirmative vote of not less than 75% of the entire membership of the Board (excluding Participant) at a meeting of such Board called and held for such purpose (after a reasonable notice to Participant and an opportunity for Participant, together with his/her counsel, to be heard before the board), finding that in the good faith opinion of the Board Participant was guilty of conduct set forth above and specifying the particulars thereof in detail. In such event Participant shall have a reasonable period of time in which to correct the alleged violation, provided, however, that the alleged violation is neither dishonest nor criminal. As in the case of an alleged violation prior to a Change in Control, it is agreed that thirty (30) days (extended by the Board, if necessary, as outlined above) shall be deemed a reasonable time in which to correct any such alleged violation.


(ii)    “Competition” means engaging by Participant, without the written consent of the Board, or a person authorized hereby, in a business as a more than one percent (1%) stockholder, an officer, a director, an employee, a partner, an agent, a consultant, or any other individual or representative capacity (unless Participant’s duties, responsibilities, and activities, including supervisory activities, for or on behalf of such business, are not related in any way to such competitive activity) if it involves:


(A)    Engaging in, or entering into services or providing advice pertaining to, any line of business that the Bank, the Corporation or any Affiliate actively conducts or develops in competition with the Bank, the Corporation or any Affiliate in the same geographic area (generally, within a one hundred (100) mile radius of Roanoke, Virginia) as such line of business is then conducted, or


(B)    Soliciting for employment any employees of the Bank, the Corporation or any Affiliate.


(iii)    “Unauthorized disclosure of confidential information” means the disclosure by Participant, without the written consent of the Board or a person authorized thereby, to any person other than as required by law or court order, or other than to an authorized employee of the Bank, the Corporation or an Affiliate, or to a person to whom disclosure is necessary or appropriate in connection with the performance by Participant of his duties as an employee or director of the Bank, the 









Corporation or an Affiliate (including, but not limited to, disclosure to the Corporation’s or an Affiliate’s outside counsel, accountants, or bankers of financial data properly requested by such persons and approved by an authorized officer of the Bank or the Corporation), any confidential information of the Bank or the Corporation or any Affiliate with respect to any of the products, services, customers, suppliers, marketing techniques, methods or future plans of the Bank, the Corporation or any Affiliate; provided, however, that:


(A)    Confidential information shall not include any information known generally to the public (other than as a result of unauthorized disclosure by Participant) or any information of a type not otherwise considered confidential by persons engaged in the same business or a business similar to that conducted by the Bank, the Corporation, or any Affiliate; and


(B)    Participant shall be allowed to disclose confidential information to his attorney solely for the purpose of ascertaining whether such information is confidential within the intent of the Plan, but only so long as Participant both discloses to his attorney the provisions of this paragraph and agrees not to waive the attorney-client privilege with respect thereto.


ARTICLE VI
Payment of Benefits


6.1    Time and Manner for Payment of Supplemental Benefit.


6.1(a) Subject to paragraph 6.1(d) below, if a Participant Separates from Service on or after his Normal Retirement Date, such Participant’s Supplemental Retirement Benefit shall be payable commencing the first day of the month following such Participant’s Separation from Service.  Subject to the forfeiture events of paragraph 5.2, benefits shall be payable to Participant in the form of one hundred eighty (180) monthly installments.


6.1(b)    Participant’s Supplemental Retirement Benefit, if any, shall be payable commencing on the first day of the month following his Normal Retirement Date if he Separates from Service before his Normal Retirement Date for any reason (other than death, in which case Plan provisions regarding a Supplemental Death Benefit shall apply).


6.1(c)    Any Supplemental Death Benefit shall be payable to Participant’s designated Beneficiary beginning on the first day of the month immediately following the date of Participant’s death and shall be payable for a period of one hundred eighty (180) months.


6.1(d)  To the extent that Participant is a Specified Employee on his Separation from Service, any Supplemental Retirement Benefit payable hereunder shall be paid on the later of the date specified in paragraph 6.1(a) or (b), as applicable, or the first day of the month following the six-month anniversary of the Participant’s Separation from Service.  Any amounts required to be delayed under the preceding sentence to comply with Code section 409A shall be accumulated and paid in a lump sum with interest, at the Prime Rate of Interest in effect on the Participant’s Separation from Service date and as reported in the Wall Street Journal.


6.2    Benefit Determination and Payment Procedure.  The Administrator shall make all determinations concerning eligibility for benefits under the Plan, the time or terms of payment, to Participant or Participant’s Beneficiary, in the event of Participant’s death.  No benefit shall be payable under the Plan unless the Administrator, in its sole discretion as Plan fiduciary, determines that such benefit is due.











6.3    Payments to Minors and Incompetents. If Participant or his/her designated Beneficiary is a minor or is adjudged to be legally incapable of giving valid receipt and discharge for such benefits, or is deemed so by the Administrator, benefits will be paid to such person as the Administrator may designate for the benefit of Participant or Beneficiary. Such payments shall be considered a direct payment to such Participant or Beneficiary and shall, to the extent made, be deemed a complete discharge of any liability for such payments under the Plan.


6.4    Distribution of Benefit When Distributee Cannot Be Located. The Administrator shall make all reasonable attempts to determine the identity and/or whereabouts of Participant or his/her Beneficiary entitled to benefits under the Plan, including the mailing by certified mail of a notice to the last known address shown on the Bank’s records.  If the Administrator is unable to locate such a person entitled to benefits hereunder, or if there has been no claim made for such benefits, the Bank shall continue to hold the benefit due such person, subject to any applicable statute of escheats.


6.5    Claims Procedure. Claims for benefits under the Plan must be filed with the Administrator on forms supplied by the Bank.  The Administrator shall be responsible for deciding whether such claim is within the scope provided by the Plan (a "Covered Claim") and for providing full and fair review of the decision with respect to such claim.  In addition, the Administrator shall provide a full and fair review to the extent required by the Employee Retirement Income Security Act of 1974, as amended, including without limitation Section 503 thereof, (and applicable U.S. Department of Labor Regulations).


Each claimant or other interested person shall file with the Administrator such pertinent information as the Administrator may specify, and in such manner and form as the Administrator may specify and provide, and such person shall not have any rights or be entitled to any benefits or further benefits hereunder, as the case may be, unless such information is filed by the claimant or on behalf of the claimant.  Each claimant shall supply at such times and in such manner as may be required, written proof that the benefit is covered under the Plan.  If it is determined that a claimant has not incurred a Covered Claim or if the claimant shall fail to furnish such proof as is requested, no benefits or no further benefits hereunder, as the case may be, shall be payable to such claimant.


For all purposes under the Plan, the Administrator’s decision with respect to a claim if no review is requested and its decision with respect to a claim if review is requested shall be final, binding and conclusive on all interested parties as to matters relating to the Plan.


ARTICLE VII
Funding


7.1    Funding


7.1(a)    The undertaking to pay the benefits hereunder shall be an unfunded obligation payable solely from the general assets of the Bank and shall be subject to the claims of the Bank’s creditors.


7.1(b)    Except as provided in any Trust that may be established as provided in paragraph 7.2, nothing contained in the Plan and no action taken pursuant to the provisions of the Plan shall create, or be construed to create, a trust of any kind or a fiduciary relationship between the Bank and Participant or his designated Beneficiary or any other person or to give Participant or his Beneficiary any right, title or interest in any specific asset or assets of the Bank. To the extent that Participant or a Beneficiary acquires a right to receive payments from the Bank under the Plan, such rights shall be no greater than the right of any unsecured general creditor of the Bank.











7.2    Use of Rabbi Trust Permitted. Subject to the obligations described in paragraph 7.3, the Bank may in its sole discretion elect to establish and fund a “Rabbi” Trust for the purpose of providing benefits under the Plan.


7.3    Obligations upon Change of Control. Upon the occurrence of a Change of Control, the Bank shall be obligated to establish (if one does not already exist) and deposit into a “Rabbi” Trust the actuarially determined present value of Participants vested Supplemental Retirement Benefits determined as of the effective date of the Change of Control. Alternatively, the Bank may obtain a written and binding obligation from the party or parties that will exercise effective control following the Change of control, that the obligations to Participant under this Plan will be assumed and continued by such party.


ARTICLE VIII
Plan Administration


8.1    Appointment of Plan Administrator. The Bank may appoint its Board of Directors, the Human Resources Subcommittee of the Board of Directors, or one or more persons who may or may not also be members of the Board of Directors to serve as the Plan Administrator (the “Administrator”) for the purpose of carrying out the duties specifically imposed on the Administrator by this Plan, the Act and the Code. In the event more than one person is appointed, the persons shall form an administrative committee for the Plan.  The person or committee persons serving as Administrator shall serve for indefinite terms at the pleasure of the Bank, and may, by sixty (60) days prior written notice to the Bank, resign or otherwise terminate such appointment.


8.2    Bank as Plan Administrator. In the event that no Administrator is appointed or in office pursuant to paragraph 8.1, the Board of Directors of the Bank shall be the Administrator.


8.3    Compensation and Expenses. Unless otherwise determined and paid by the Board of Directors, the person or committee persons serving as the Administrator shall serve without compensation for service as such. All expenses of the Administrator shall be paid by the Bank.


8.4    Procedure if a Committee. If the Administrator is a committee other than the Human Resources Committee or other standing subcommittee established by the Board of Directors, it shall appoint from its members a chairman and a Secretary. The Secretary shall keep records as may be necessary for the acts and resolutions of such committee and be prepared to furnish reports thereof to the Bank. Except as otherwise provided, all instruments executed on behalf of such committee may be executed by its Chairman or Secretary.


8.5    Action by Majority Vote if a Committee. If the Administrator is a committee, its action in a matter, questions and decisions shall be determined by a majority vote of its members qualified to act thereon. They may meet informally or take any action without the necessity of meeting as a group.


8.6    Appointment of Successors. Upon the death, resignation or removal of a person serving as, or on a committee which serves as the Administrator of the Plan, the Bank, by its Board of Directors may, but need not, appoint a successor.


8.7    Additional Duties and Responsibilities. The Administrator shall have the following duties and responsibilities in addition to those expressly provided elsewhere in the Plan:


8.7(a)    The Administrator shall be responsible for the fulfillment of all relevant reporting and disclosure requirements set forth in the Act and the Code, the distribution thereof to Participant and his Beneficiaries and the filing thereof with the appropriate governmental officials and agencies.











8.7(b)    The Administrator shall maintain and retain necessary records respecting administration of the Plan and matters upon which disclosure is required under the Act and the Code.


8.7(c)    The Administrator shall make any elections for the Plan under the Act or the Code.


8.7(d)    The Administrator shall make all determinations regarding eligibility for benefits under the Plan.


8.7(e)    The Administrator shall have the right to settle claims against the Plan and to make such equitable adjustments in Participant’s or his/her Beneficiary’s rights or entitlements under the Plan as it deems appropriate in the event an error or omission is discovered or claimed in the operation or administration of the Plan.


8.8    Power and Discretionary Authority. The Administrator is hereby vested with all the power and authority necessary in order to carry out its duties and responsibilities in connection with the administration of the Plan, including the power to interpret the provisions of the Plan. For such purpose, the Administrator shall have the power to adopt rules and regulations consistent with the terms of the Plan.  No benefit shall be payable under the Plan unless the Administrator, in its sole discretion as a Plan fiduciary, determines that such benefit is due.


8.9    Availability of Records. The Bank shall, at the request of the Administrator, make available necessary records or other information they possess which may be required by the Administrator in order to carry out its duties hereunder.


8.10    No Action with Respect to Own Benefit.  If Participant also serves as a member of the Administrative Committee, such Participant shall not take any part as the Administrator in any discretionary action in connection with his participation as an individual. Such action shall be taken by the remaining Administrator, if any, or otherwise by the Bank Board of Directors.


8.11     Plan Interpretation and Fiduciary Discretion.  The Administrator may construe the Plan, correct defects, supply omissions or reconcile inconsistencies to the extent necessary to effectuate the Plan and such action shall be conclusive.




ARTICLE IX
Amendment and Termination of Plan


		
	1.
	Amendment or Termination of the Plan




9.1(a)    The Plan may be terminated at any time by the Board provided, however that such termination is permitted and administered in accordance with Treasury Regulation section 1.409A-3(j)(4)(ix).  Upon termination of the Plan and subject to the forfeiture events described in paragraph 5.2, above, the Supplemental Retirement Benefit or, if applicable, the Supplemental Death Benefit of each Participant shall become vested and non-forfeitable.


9.2(b)    The Plan may be amended in whole or in part from time to time by the Board effective as of any date specified.  No amendment shall operate to decrease Participant’s vested Supplemental Retirement Benefit or, if applicable, Supplemental Death Benefit determined a though Participant had terminated employment as of the earlier of the date on which the amendment is approved by the Board or the date on which an instrument of amendment is signed on behalf of the Bank.











9.3(c)    The Bank hereby delegates to the Administrator the right to modify, alter, or amend the Plan in whole or in part to make any technical modification, alteration or amendment which in the opinion of counsel for the Bank is required by law and is deemed advisable by the Administrator and to make any other  modification, alteration or amendment which does not, in the Administrator’s view, substantially increase costs, contributions or benefits and does not materially affect the eligibility, vesting or benefit accrual or allocation provisions of the Plan.


ARTICLE X
Miscellaneous


10.1    Non-assignability. The interest of Participant under the Plan are not subject to claims of the Participants’ creditors; and neither Participant, nor his Beneficiary, shall have any right to sell, assign, transfer, or otherwise convey the right to receive any payments hereunder or any interest under the Plan, which payments and interest are expressly declared to be non-assignable and non-transferable.


10.2    Right to Requirement Information and Reliance Thereon.  The Bank or the Administrator shall have the right to require Participant, his Beneficiary or other person receiving benefit payments to provide it with such information, in writing, and in such form as to may deem necessary to the administration of the Plan and may relay thereon in carrying out its duties hereunder. Any payment to or on behalf of Participant or his Beneficiary in accordance with the provisions of the Plan in good faith reliance upon any such written information provided by Participant or any other person to whom such payment is made shall be in full satisfaction of all claims by Participant and his Beneficiary; and any payment to or on behalf of a Beneficiary in accordance with the provision so the Plan in good faith reliance upon any such written information provided by such Beneficiary or any other person to whom such payment is made shall be in full satisfaction of all claims by such Beneficiary.


10.3    Notices and Elections. All notices required to be given in writing and all elections required to be made in writing, under any provision of the Plan, shall be invalid unless made on such forms as may be provided or approved by the Administrator and, in the case of a notice or election by Participant or his Beneficiary, unless executed by Participant or his Beneficiary giving such notice or making such election.


10.4    Delegation of Authority. Whenever the Bank is permitted or required to perform any act, such act may be performed by its Chief Executive Officer or other person duly authorized by its Chief Executive Officer or the Board.


10.5    Service of Process. The Administrator shall be the agent for service of process on the Plan.


10.6    Governing Law. The Plan shall be construed, enforced and administered in accordance with the laws of the Commonwealth of Virginia, and any federal law which preempts the same.


10.7    Binding Effect. The Plan shall be binding upon and inure to the benefits of the Bank, its successors and assigns, and the Participant and his heirs, executors, administrators and legal representatives.


10.8    Severability. If any provision of the Plan should for any reason be declared invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall nevertheless remain in full force and effect.


10.9    No Effect on Employment Agreement. The Plan shall not be considered or construed to modify, amend or supersede any employment agreement between the Bank and Participant heretofore or hereafter entered into unless so specifically provided.











10.10    Gender and Number. In the construction of the Plan, the masculine shall include the feminine or neuter and the singular shall include the plural and vice-versa in all cases where such meanings would be appropriate.


10.11    Titles and Captions. Titles and captions and headings herein have been inserted for convenience of reference only and are to be ignored in any construction of the provisions hereof.


1.Construction. The Plan has been designed to be an unfunded plan maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees as described in the Act, and shall be interpreted and administered as such.


10.13    Code Section 409A.  Any benefit, payment or other right provided by the Plan shall be provided or made in a manner, and at such time, in such form and subject to such election procedures (if any), as complies with the applicable requirements of Code section 409A to avoid a plan failure described in Code section 409A(a)(1), including without limitation, deferring payment until the occurrence of a specified payment event described in Code section 409A(a)(2).  Notwithstanding any other provision hereof or document pertaining hereto, the Plan shall be so construed and interpreted to meet the applicable requirements of Code section 409A to avoid a plan failure described in Code section 409A(a)(1).









EXHIBIT 1.16






Individual Supplemental Retirement Plans Amended, Restated and Consolidated by the Plan


		
	1.
	Ellis L. Gutshall


		
	2.
	Sara P. Anderton


		
	3.
	Nancy W. Hack


		
	4.
	Mark D. Hancock


		
	5.
	Mary P. Hundley


		
	6.
	JoAnn M. Lloyd


		
	7.
	Connie W. Stanley













EXHIBIT 3.1(b)




Assumptions for computation of Supplemental Retirement Benefit (by Participant).


Participant Name:_______________________________


Projected Compensation at Normal Retirement:  ______________________ 


Target Retirement Benefit:  _______________________________________ 


Interest Factor: ________________________ 


Target Annual Accruals during Plan Term:          ______________________ 


______________________ 


______________________ 


______________________ 


                            









EXHIBIT 5.1(b)


	
				
	Vesting Schedule (by Participant):
	 
	 

	 
	 
	 
	 

	Participant Name:    
	Sara P. Anderton
	 
	 

	 
	 
	 
	 

	Hire Date:
	4/11/1995
	 
	 

	 
	 
	 
	 

	Participation Date:    
	1/1/2002
	 
	 

	 
	 
	 
	 

	Date of Birth:
	5/18/1961
	 
	 

	 
	 
	 
	 

	Normal Retirement (Age 65):
	5/18/2026
	 
	 














	
						
	



Fiscal
Year End
	

Number of Years
Service
	Vested %
	



Fiscal
Year End
	

Number of Years
Service
	Vested %

	2002
	7
	25%
	2015
	20
	100%

	2003
	8
	25%
	2016
	21
	100%

	2004
	9
	25%
	2017
	22
	100%

	2005
	10
	25%
	2018
	23
	100%

	2006
	11
	50%
	2019
	24
	100%

	2007
	12
	50%
	2020
	25
	100%

	2008
	13
	75%
	2021
	26
	100%

	2009
	14
	75%
	2022
	27
	100%

	2010
	15
	100%
	2023
	28
	100%

	2011
	16
	100%
	2024
	29
	100%

	2012
	17
	100%
	2025
	30
	100%

	2013
	18
	100%
	2026
	31
	100%

	2014
	19
	100%
	 
	 
	 

















EXHIBIT 5.1(b)


	
				
	Vesting Schedule (by Participant):
	 
	 

	 
	 
	 
	 

	Participant Name:    
	Ellis L. Gutshall
	 
	 

	 
	 
	 
	 

	Hire Date:
	1/13/1995
	 
	 

	 
	 
	 
	 

	Participation Date:    
	1/1/2002
	 
	 

	 
	 
	 
	 

	Date of Birth:
	7/25/1950
	 
	 

	 
	 
	 
	 

	Normal Retirement (Age 65):
	7/25/2015
	 
	 










	
						
	



Fiscal
Year End
	

Number of Years
Service
	Vested %
	



Fiscal
Year End
	

Number of Years
Service
	Vested %

	2002
	7
	25%
	2009
	14
	75%

	2003
	8
	25%
	2010
	15
	100%

	2004
	9
	25%
	2011
	16
	100%

	2005
	10
	50%
	2012
	17
	100%

	2006
	11
	50%
	2013
	18
	100%

	2007
	12
	50%
	2014
	19
	100%

	2008
	13
	75%
	2015
	20
	100%

















EXHIBIT 5.1(b)


	
				
	Vesting Schedule (by Participant):
	 
	 

	 
	 
	 
	 

	Participant Name:    
	Nancy W. Hack
	 
	 

	 
	 
	 
	 

	Hire Date:
	2/26/1996
	 
	 

	 
	 
	 
	 

	Participation Date:    
	1/1/2002
	 
	 

	 
	 
	 
	 

	Date of Birth:
	10/14/1958
	 
	 

	 
	 
	 
	 

	Normal Retirement (Age 65):
	10/14/2023
	 
	 










	
						
	



Fiscal
Year End
	

Number of Years
Service
	Vested %
	



Fiscal
Year End
	

Number of Years
Service
	Vested %

	2002
	6
	25%
	2015
	19
	100%

	2003
	7
	25%
	2016
	20
	100%

	2004
	8
	25%
	2017
	21
	100%

	2005
	9
	25%
	2018
	22
	100%

	2006
	10
	50%
	2019
	23
	100%

	2007
	11
	50%
	2020
	24
	100%

	2008
	12
	50%
	2021
	25
	100%

	2009
	13
	75%
	2022
	26
	100%

	2010
	14
	75%
	2023
	27
	100%

	2011
	15
	100%
	 
	 
	 

	2012
	16
	100%
	 
	 
	 

	2013
	17
	100%
	 
	 
	 

	2014
	18
	100%
	 
	 
	 















EXHIBIT 5.1(b)


	
				
	Vesting Schedule (by Participant):
	 
	 

	 
	 
	 
	 

	Participant Name:    
	Mark D. Hancock
	 
	 

	 
	 
	 
	 

	Hire Date:
	12/2/1997
	 
	 

	 
	 
	 
	 

	Participation Date:    
	1/1/2002
	 
	 

	 
	 
	 
	 

	Date of Birth:
	4/5/1951
	 
	 

	 
	 
	 
	 

	Normal Retirement (Age 65):
	4/5/2016
	 
	 

	 
	 
	 
	 

	Actual Retirement Date:
	4/30/2013
	 
	 










	
						
	



Fiscal
Year End
	

Number of Years
Service
	Vested %
	



Fiscal
Year End
	

Number of Years
Service
	Vested %

	2002
	5
	25%
	2010
	13
	80%

	2003
	6
	25%
	2011
	14
	80%

	2004
	7
	25%
	2012
	15
	100%

	2005
	8
	25%
	2013
	16
	100%

	2006
	9
	25%
	2014
	17
	100%

	2007
	10
	50%
	2015
	18
	100%

	2008
	11
	50%
	2016
	19
	100%

	2009
	12
	50%
	 
	 
	 

















EXHIBIT 5.1(b)


	
				
	Vesting Schedule (by Participant):
	 
	 

	 
	 
	 
	 

	Participant Name:    
	Mary P. Hundley
	 
	 

	 
	 
	 
	 

	Hire Date:
	3/20/1995
	 
	 

	 
	 
	 
	 

	Participation Date:    
	1/1/2002
	 
	 

	 
	 
	 
	 

	Date of Birth:
	10/2/1959
	 
	 

	 
	 
	 
	 

	Normal Retirement (Age 65):
	10/2/2024
	 
	 












	
						
	



Fiscal
Year End
	

Number of Years
Service
	Vested %
	



Fiscal
Year End
	

Number of Years
Service
	Vested %

	2002
	7
	25%
	2015
	20
	100%

	2003
	8
	25%
	2016
	21
	100%

	2004
	9
	25%
	2017
	22
	100%

	2005
	10
	50%
	2018
	23
	100%

	2006
	11
	50%
	2019
	24
	100%

	2007
	12
	50%
	2020
	25
	100%

	2008
	13
	75%
	2021
	26
	100%

	2009
	14
	75%
	2022
	27
	100%

	2010
	15
	100%
	2023
	28
	100%

	2011
	16
	100%
	2024
	29
	100%

	2012
	17
	100%
	 
	 
	 

	2013
	18
	100%
	 
	 
	 

	2014
	19
	100%
	 
	 
	 















EXHIBIT 5.1(b)


	
				
	Vesting Schedule (by Participant):
	 
	 

	 
	 
	 
	 

	Participant Name:    
	JoAnn M. Lloyd
	 
	 

	 
	 
	 
	 

	Hire Date:
	7/20/1995
	 
	 

	 
	 
	 
	 

	Participation Date:    
	1/1/2002
	 
	 

	 
	 
	 
	 

	Date of Birth:
	7/28/1953
	 
	 

	 
	 
	 
	 

	Normal Retirement (Age 65):
	7/28/2018
	 
	 










	
						
	



Fiscal
Year End
	

Number of Years
Service
	Vested %
	



Fiscal
Year End
	

Number of Years
Service
	Vested %

	2002
	7
	25%
	2011
	20
	100%

	2003
	8
	25%
	2012
	21
	100%

	2004
	9
	25%
	2013
	22
	100%

	2005
	10
	50%
	2014
	23
	100%

	2006
	11
	50%
	2015
	24
	100%

	2007
	12
	50%
	2016
	25
	100%

	2008
	13
	75%
	2017
	26
	100%

	2009
	14
	75%
	2018
	27
	100%

	2010
	15
	100%
	 
	 
	 















EXHIBIT 5.1(b)


	
				
	Vesting Schedule (by Participant):
	 
	 

	 
	 
	 
	 

	Participant Name:    
	Connie W. Stanley
	 
	 

	 
	 
	 
	 

	Hire Date:
	9/15/2003
	 
	 

	 
	 
	 
	 

	Participation Date:    
	1/1/2004
	 
	 

	 
	 
	 
	 

	Date of Birth:
	4/20/1951
	 
	 

	 
	 
	 
	 

	Normal Retirement (Age 65):
	4/20/2016
	 
	 








	
						
	



Fiscal
Year End
	

Number of Years
Service
	Vested %
	



Fiscal
Year End
	

Number of Years
Service
	Vested %

	2004
	1
	—%
	2011
	8
	80%

	2005
	2
	—%
	2012
	9
	85%

	2006
	3
	—%
	2013
	10
	90%

	2007
	4
	50%
	2014
	11
	90%

	2008
	5
	50%
	2015
	12
	90%

	2009
	6
	50%
	2016
	13
	100%

	2010
	7
	50%
	 
	 
	 















EXHIBIT 5.1(b)


	
				
	Vesting Schedule (by Participant):
	 
	 

	 
	 
	 
	 

	Participant Name:    
	John McCaleb
	 
	 

	 
	 
	 
	 

	Hire Date:
	11/4/2004
	 
	 

	 
	 
	 
	 

	Participation Date:    
	1/1/2005
	 
	 

	 
	 
	 
	 

	Date of Birth:
	3/8/1953
	 
	 

	 
	 
	 
	 

	Normal Retirement (Age 65):
	3/8/2018
	 
	 

	 
	 
	 
	 

	Actual Retirement Date:
	3/31/2010
	 
	 










	
						
	



Fiscal
Year End
	

Number of Years
Service
	Vested %
	



Fiscal
Year End
	

Number of Years
Service
	Vested %

	2005
	1
	—%
	2012
	8
	80%

	2006
	2
	—%
	2013
	9
	80%

	2007
	3
	—%
	2014
	10
	85%

	2008
	4
	50%
	2015
	11
	90%

	2009
	5
	50%
	2016
	12
	90%

	2010
	6
	50%
	2017
	13
	90%

	2011
	7
	50%
	2018
	14
	100%















EXHIBIT 5.1(b)


	
				
	Vesting Schedule (by Participant):
	 
	 

	 
	 
	 
	 

	Participant Name:    
	Kimberly B. Snyder
	 
	 

	 
	 
	 
	 

	Hire Date:
	5/1/2005
	 
	 

	 
	 
	 
	 

	Participation Date:    
	5/1/2005
	 
	 

	 
	 
	 
	 

	Date of Birth:
	7/24/1970
	 
	 

	 
	 
	 
	 

	Normal Retirement (Age 65):
	7/24/2035
	 
	 










	
						
	



Fiscal
Year End
	

Number of Years
Service
	Vested %
	



Fiscal
Year End
	

Number of Years
Service
	Vested %

	2006
	1
	—%
	2021
	16
	100%

	2007
	2
	—%
	2022
	17
	100%

	2008
	3
	—%
	2023
	18
	100%

	2009
	4
	—%
	2024
	19
	100%

	2010
	5
	25%
	2025
	20
	100%

	2011
	6
	25%
	2026
	21
	100%

	2012
	7
	25%
	2027
	22
	100%

	2013
	8
	25%
	2028
	23
	100%

	2014
	9
	25%
	2029
	24
	100%

	2015
	10
	50%
	2030
	25
	100%

	2016
	11
	50%
	2031
	26
	100%

	2017
	12
	50%
	2032
	27
	100%

	2018
	13
	75%
	2033
	28
	100%

	2019
	14
	75%
	2034
	29
	100%

	2020
	15
	100%
	2035
	30
	100%















EXHIBIT 5.1(b)


	
				
	Vesting Schedule (by Participant):
	 
	 

	 
	 
	 
	 

	Participant Name:    
	Andrew B. Agee
	 
	 

	 
	 
	 
	 

	Hire Date:
	11/22/2004
	 
	 

	 
	 
	 
	 

	Participation Date:    
	1/1/2005
	 
	 

	 
	 
	 
	 

	Date of Birth:
	11/21/1961
	 
	 

	 
	 
	 
	 

	Normal Retirement (Age 65):
	11/21/2026
	 
	 








	
						
	



Fiscal
Year End
	

Number of Years
Service
	Vested %
	



Fiscal
Year End
	

Number of Years
Service
	Vested %

	2005
	1
	—%
	2016
	12
	50%

	2006
	2
	—%
	2017
	13
	75%

	2007
	3
	—%
	2018
	14
	75%

	2008
	4
	—%
	2019
	15
	100%

	2009
	5
	25%
	2020
	16
	100%

	2010
	6
	25%
	2021
	17
	100%

	2011
	7
	25%
	2022
	18
	100%

	2012
	8
	25%
	2023
	19
	100%

	2013
	9
	25%
	2024
	20
	100%

	2014
	10
	50%
	2025
	21
	100%

	2015
	11
	50%
	2026
	22
	100%















EXHIBIT 5.1(b)


	
				
	Vesting Schedule (by Participant):
	 
	 

	 
	 
	 
	 

	Participant Name:    
	Edward C. Martin
	 
	 

	 
	 
	 
	 

	Hire Date:
	12/16/2004
	 
	 

	 
	 
	 
	 

	Participation Date:    
	1/1/2007
	 
	 

	 
	 
	 
	 

	Date of Birth:
	4/11/1973
	 
	 

	 
	 
	 
	 

	Normal Retirement (Age 65):
	4/11/2038
	 
	 










	
						
	



Fiscal
Year End
	

Number of Years
Service
	Vested %
	



Fiscal
Year End
	

Number of Years
Service
	Vested %

	2005
	1
	—%
	2022
	18
	100%

	2006
	2
	—%
	2023
	19
	100%

	2007
	3
	—%
	2024
	20
	100%

	2008
	4
	—%
	2025
	21
	100%

	2009
	5
	25%
	2026
	22
	100%

	2010
	6
	25%
	2027
	23
	100%

	2011
	7
	25%
	2028
	24
	100%

	2012
	8
	25%
	2029
	25
	100%

	2013
	9
	25%
	2030
	26
	100%

	2014
	10
	50%
	2031
	27
	100%

	2015
	11
	50%
	2032
	28
	100%

	2016
	12
	50%
	2033
	29
	100%

	2017
	13
	75%
	2034
	30
	100%

	2018
	14
	75%
	2035
	31
	100%

	2019
	15
	100%
	2036
	32
	100%

	2020
	16
	100%
	2037
	33
	100%

	2021
	17
	100%
	2038
	34
	100%















EXHIBIT 5.1(b)


	
				
	Vesting Schedule (by Participant):
	 
	 

	 
	 
	 
	 

	Participant Name:    
	R. Grayson Goldsmith
	 
	 

	 
	 
	 
	 

	Hire Date:
	9/17/2007
	 
	 

	 
	 
	 
	 

	Participation Date:    
	1/1/2008
	 
	 

	 
	 
	 
	 

	Date of Birth:
	9/29/1954
	 
	 

	 
	 
	 
	 

	Normal Retirement (Age 65):
	9/29/2019
	 
	 










	
						
	



Fiscal
Year End
	

Number of Years
Service
	Vested %
	



Fiscal
Year End
	

Number of Years
Service
	Vested %

	2008
	1
	—%
	2015
	8
	80%

	2009
	2
	—%
	2016
	9
	90%

	2010
	3
	—%
	2017
	10
	90%

	2011
	4
	—%
	2018
	11
	90%

	2012
	5
	25%
	2019
	12
	100%

	2013
	6
	25%
	 
	 
	 

	2014
	7
	50%
	 
	 
	 






































1619802v6









EXHIBIT 5.1(b)


	
				
	Vesting Schedule (by Participant):
	 
	 

	 
	 
	 
	 

	Participant Name:    
	Jerry Bradley
	 
	 

	 
	 
	 
	 

	Hire Date:
	7/18/2005
	 
	 

	 
	 
	 
	 

	Participation Date:    
	1/1/2009
	 
	 

	 
	 
	 
	 

	Date of Birth:
	3/23/1975
	 
	 

	 
	 
	 
	 

	Normal Retirement (Age 65):
	3/23/2040
	 
	 










	
						
	



Fiscal
Year End
	

Number of Years
Service
	Vested %
	



Fiscal
Year End
	

Number of Years
Service
	Vested %

	2006
	1
	—%
	2024
	19
	100%

	2007
	2
	—%
	2025
	20
	100%

	2008
	3
	—%
	2026
	21
	100%

	2009
	4
	—%
	2027
	22
	100%

	2010
	5
	25%
	2028
	23
	100%

	2011
	6
	25%
	2029
	24
	100%

	2012
	7
	25%
	2030
	25
	100%

	2013
	8
	25%
	2031
	26
	100%

	2014
	9
	25%
	2032
	27
	100%

	2015
	10
	50%
	2033
	28
	100%

	2016
	11
	50%
	2034
	29
	100%

	2017
	12
	50%
	2035
	30
	100%

	2018
	13
	75%
	2036
	31
	100%

	2019
	14
	75%
	2037
	32
	100%

	2020
	15
	100%
	2038
	33
	100%

	2021
	16
	100%
	2039
	34
	100%

	2022
	17
	100%
	2040
	35
	100%

	2026
	18
	100%
	 
	 
	 















EXHIBIT 5.1(b)


	
				
	Vesting Schedule (by Participant):
	 
	 

	 
	 
	 
	 

	Participant Name:    
	Kevin Meade
	 
	 

	 
	 
	 
	 

	Hire Date:
	3/31/2008
	 
	 

	 
	 
	 
	 

	Participation Date:    
	1/1/2009
	 
	 

	 
	 
	 
	 

	Date of Birth:
	12/26/1970
	 
	 

	 
	 
	 
	 

	Normal Retirement (Age 65):
	12/26/2035
	 
	 








	
						
	



Fiscal
Year End
	

Number of Years
Service
	Vested %
	



Fiscal
Year End
	

Number of Years
Service
	Vested %

	2009
	1
	—%
	2023
	15
	100%

	2010
	2
	—%
	2024
	16
	100%

	2011
	3
	—%
	2025
	17
	100%

	2012
	4
	—%
	2026
	18
	100%

	2013
	5
	25%
	2027
	19
	100%

	2014
	6
	25%
	2028
	20
	100%

	2015
	7
	25%
	2029
	21
	100%

	2016
	8
	25%
	2030
	22
	100%

	2017
	9
	25%
	2031
	23
	100%

	2018
	10
	50%
	2032
	24
	100%

	2019
	11
	50%
	2033
	25
	100%

	2020
	12
	50%
	2034
	26
	100%

	2021
	13
	75%
	2035
	24
	100%

	2022
	14
	75%
	 
	 
	 















EXHIBIT 5.1(b)


	
				
	Vesting Schedule (by Participant):
	 
	 

	 
	 
	 
	 

	Participant Name:    
	J. Randy Nicely
	 
	 

	 
	 
	 
	 

	Hire Date:
	11/3/2003
	 
	 

	 
	 
	 
	 

	Participation Date:    
	1/1/2009
	 
	 

	 
	 
	 
	 

	Date of Birth:
	5/19/1970
	 
	 

	 
	 
	 
	 

	Normal Retirement (Age 65):
	5/19/2035
	 
	 










	
						
	



Fiscal
Year End
	

Number of Years
Service
	Vested %
	



Fiscal
Year End
	

Number of Years
Service
	Vested %

	2004
	1
	—%
	2022
	19
	100%

	2005
	2
	—%
	2023
	20
	100%

	2006
	3
	—%
	2024
	21
	100%

	2007
	4
	—%
	2025
	22
	100%

	2008
	5
	25%
	2026
	23
	100%

	2009
	6
	25%
	2027
	24
	100%

	2010
	7
	25%
	2028
	25
	100%

	2011
	8
	25%
	2029
	26
	100%

	2012
	9
	25%
	2030
	27
	100%

	2013
	10
	50%
	2031
	28
	100%

	2014
	11
	50%
	2032
	29
	100%

	2015
	12
	50%
	2033
	30
	100%

	2016
	13
	75%
	2034
	31
	100%

	2017
	14
	75%
	2035
	32
	100%

	2018
	15
	100%
	 
	 
	 

	2019
	16
	100%
	 
	 
	 

	2020
	17
	100%
	 
	 
	 

	2021
	18
	100%
	 
	 
	 















EXHIBIT 5.1(b)


	
				
	Vesting Schedule (by Participant):
	 
	 

	 
	 
	 
	 

	Participant Name:    
	John Register
	 
	 

	 
	 
	 
	 

	Hire Date:
	4/1/2005
	 
	 

	 
	 
	 
	 

	Participation Date:    
	1/1/2011
	 
	 

	 
	 
	 
	 

	Date of Birth:
	9/11/1963
	 
	 

	 
	 
	 
	 

	Normal Retirement (Age 65):
	9/11/2028
	 
	 








	
						
	



Fiscal
Year End
	

Number of Years
Service
	Vested %
	



Fiscal
Year End
	

Number of Years
Service
	Vested %

	2006
	1
	—%
	2024
	19
	100%

	2007
	2
	—%
	2025
	20
	100%

	2008
	3
	—%
	2026
	21
	100%

	2009
	4
	—%
	2027
	22
	100%

	2010
	5
	25%
	2028
	23
	100%

	2011
	6
	25%
	2029
	24
	100%

	2012
	7
	25%
	2030
	25
	100%

	2013
	8
	25%
	2031
	26
	100%

	2014
	9
	25%
	2032
	27
	100%

	2015
	10
	50%
	2033
	28
	100%

	2016
	11
	50%
	2034
	29
	100%

	2017
	12
	50%
	2035
	30
	100%

	2018
	13
	75%
	2036
	31
	100%

	2019
	14
	75%
	2037
	32
	100%

	2020
	15
	100%
	2038
	33
	100%

	2021
	16
	100%
	2039
	34
	100%

	2022
	17
	100%
	2040
	35
	100%

	2026
	18
	100%
	 
	 
	 



















EXHIBIT 5.1(b)


	
				
	Vesting Schedule (by Participant):
	 
	 

	 
	 
	 
	 

	Participant Name:    
	W. Todd Ross
	 
	 

	 
	 
	 
	 

	Hire Date:
	4/7/2008
	 
	 

	 
	 
	 
	 

	Participation Date:    
	1/1/2011
	 
	 

	 
	 
	 
	 

	Date of Birth:
	9/19/1965
	 
	 

	 
	 
	 
	 

	Normal Retirement (Age 65):
	9/19/2030
	 
	 










	
						
	



Fiscal
Year End
	

Number of Years
Service
	Vested %
	



Fiscal
Year End
	

Number of Years
Service
	Vested %

	2009
	1
	—%
	2020
	12
	50%

	2010
	2
	—%
	2021
	13
	75%

	2011
	3
	—%
	2022
	14
	75%

	2012
	4
	—%
	2023
	15
	100%

	2013
	5
	25%
	2024
	16
	100%

	2014
	6
	25%
	2025
	17
	100%

	2015
	7
	25%
	2026
	18
	100%

	2016
	8
	25%
	2027
	19
	100%

	2017
	9
	25%
	2028
	20
	100%

	2018
	10
	50%
	2029
	21
	100%

	2019
	11
	50%
	2030
	22
	100%