EX-10.1



 Exhibit 10.1 

FIRST AMENDMENT TO THE 

BANK OF THE JAMES 
 SALARY
CONTINUATION AGREEMENT 
 THIS AMENDMENT (the “Amendment”) is adopted October 1st, 2016, by and between Bank of the James (the “Bank”), and Robert R. Chapman III (the “Executive”). 

The Bank and the Executive executed a Salary Continuation Agreement August 6, 2009 (the “Agreement”) which provides deferred
compensation benefits to the Executive under certain circumstances. The Bank and the Executive now wish to amend the Agreement to increase the benefits provided pursuant to the Agreement. The parties agree and acknowledge that this Amendment
(i) shall be interpreted in accordance with Internal Revenue Code Section 409A and (ii) increases the amount of benefits provided under the Agreement, but does not change the payment schedule thereunder. 

NOW, THEREFORE, the Bank and the Executive adopt the following amendments to the Agreement: 

Section 2.1.1 of the Agreement shall be deleted in its entirety and replaced with the following. 

2.1.1 Amount of Benefit. The lump sum benefit under this Section 2.1 is Two Million Three Hundred Fifteen Thousand One Hundred
Seventy-Seven Dollars ($2,315,177). 
 Section 2.2.1 of the Agreement shall be deleted in its entirety and replaced with the
following. 
 2.2.1 Amount of Benefit. The lump sum benefit under this Section 2.2 is the Early Termination benefit set forth
on Schedule A for the end of the Plan Year immediately before Separation from Service. 
 Section 2.3.1 of the Agreement shall be
deleted in its entirety and replaced with the following. 
 2.3.1 Amount of Benefit. The lump sum benefit under this
Section 2.3 is the Disability benefit set forth on Schedule A for the end of the Plan Year immediately before Disability. 

Section 2.4.1 of the Agreement shall be deleted in its entirety and replaced with the following. 

2.4.1 Amount of Benefit. The lump sum benefit under this Section 2.4 is the Change in Control benefit set forth on Schedule
A for the end of the Plan Year immediately before Separation from Service. 







 Section 3.1.1 of the Agreement shall be deleted in its entirety and replaced with the
following. 
 3.1.1 Amount of Benefit. The lump sum benefit under this Section 3.1 is the Death benefit set forth on Schedule
A for the end of the Plan Year immediately before the Executive’s death. 
 Section 8.3 of the Agreement shall be deleted in its
entirety and replaced with the following. 
 8.3 Effect of Complete Termination. Notwithstanding anything to the contrary in
Section 8.2, and subject to the requirements of Code Section 409A and Treasury Regulations §1.409A-3(j)(4)(ix), at certain times the Employer may completely terminate and liquidate the Agreement. In the event of a complete termination
under subsection (a) or (c) below, the Employer shall pay the Executive the Accrued Benefit. In the event of a complete termination under subsection (b) below, the Employer shall pay the Executive the benefit described in
Section 2.4. Such complete termination of the Agreement shall occur only under the following circumstances and conditions. 

(a) Corporate Dissolution or Bankruptcy. The Employer may terminate and liquidate this Agreement within twelve
(12) months of a corporate dissolution taxed under Code Section 331, or with the approval of a bankruptcy court pursuant to 11 U.S.C. §503(b)(1)(A), provided that all benefits paid under the Agreement are included in the
Executive’s gross income in the latest of: (i) the calendar year which the termination occurs; (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 payment is administratively practicable. 
 (b) Change in Control. The Employer may terminate and
liquidate this Agreement by taking irrevocable action to terminate and liquidate within the thirty (30) days preceding or the twelve (12) months following a Change in Control. This Agreement will then be treated as terminated only if all
substantially similar arrangements sponsored by the Employer which are treated as deferred under a single plan under Treasury Regulations §1.409A-1(c)(2) are terminated and liquidated with respect to each participant who experienced the Change
in Control so that the Executive and any participants in any such similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the date the Employer takes the
irrevocable action to terminate the arrangements. 
 (c) Discretionary Termination. The Employer may terminate and
liquidate this Agreement provided that: (i) the termination does not occur proximate to a downturn in the financial health of the Employer; (ii) all arrangements sponsored by the Employer and Affiliates that would be aggregated with any
terminated arrangements under Treasury Regulations §1.409A-1(c) are terminated; (iii) no payments, other than payments that would be payable under the terms of this Agreement if the termination had not occurred, are made within twelve
(12) months of the date the Employer takes the irrevocable action to 







 
terminate this Agreement; (iv) all payments are made within twenty-four (24) months following the date the Employer takes the irrevocable action to terminate and liquidate this
Agreement; and (v) neither the Employer nor any of its Affiliates adopt a new arrangement that would be aggregated with any terminated arrangement under Treasury Regulations §1.409A-1(c) if the Executive participated in both arrangements,
at any time within three (3) years following the date the Employer takes the irrevocable action to terminate this Agreement. 
 The
Schedule A originally attached to the Agreement shall be replaced by the Schedule A attached hereto. 
 IN WITNESS WHEREOF, the
Executive and a duly authorized representative of the Bank have executed this Amendment as indicated below: 
  

											
	Executive	 		 		 		 	Bank	 	
					
	



	 		 		 	By:	 	




		 		 		 		 	Its:	 	 CLO - EVP









 Salary Continuation Agreement 

Schedule A 
 Robert R. Chapman,
III 
  

																					
	 Birth Date: xx/xx/1962

Plan Anniversary Date:
 Dec. 31

Normal Retirement Date:
 7/21/2027, Age
65
 Normal Retirement Payment:

Lump Sum
	 	  	Early Termination
Amount Payable In a Lump
Sum at Separation of
Service	 	  	Disability
Amount Payable In a Lump
Sum at Normal Retirement
Age	 	  	Change in Control
Amount Payable In a Lump
Sum at Separation of
Service	 	  	Death
Amount Payable In a Lump
Sum Upon Death	 
	  	  	  	  
	 Values As Of
	  	Age	 	  	Lump Sum Benefit	 	  	Lump Sum Benefit	 	  	Lump Sum Benefit	 	  	Lump Sum Benefit	 
	 10/1/2016
	  	 	54	  	  	 	463,249	  	  	 	885,937	  	  	 	2,076,757	  	  	 	2,315,177	  
	 12/31/2016
	  	 	54	  	  	 	493,846	  	  	 	930,426	  	  	 	2,093,332	  	  	 	2,315,177	  
	 12/31/2017
	  	 	55	  	  	 	620,917	  	  	 	1,101,871	  	  	 	2,110,570	  	  	 	2,315,177	  
	 12/31/2018
	  	 	56	  	  	 	755,826	  	  	 	1,263,357	  	  	 	2,128,497	  	  	 	2,315,177	  
	 12/31/2019
	  	 	57	  	  	 	899,055	  	  	 	1,415,461	  	  	 	2,147,142	  	  	 	2,315,177	  
	 12/31/2020
	  	 	58	  	  	 	1,051,119	  	  	 	1,558,729	  	  	 	2,166,532	  	  	 	2,315,177	  
	 12/31/2021
	  	 	59	  	  	 	1,212,561	  	  	 	1,693,674	  	  	 	2,186,698	  	  	 	2,315,177	  
	 12/31/2022
	  	 	60	  	  	 	1,383,961	  	  	 	1,820,779	  	  	 	2,207,671	  	  	 	2,315,177	  
	 12/31/2023
	  	 	61	  	  	 	1,565,932	  	  	 	1,940,500	  	  	 	2,229,482	  	  	 	2,315,177	  
	 12/31/2024
	  	 	62	  	  	 	1,759,127	  	  	 	2,053,265	  	  	 	2,252,166	  	  	 	2,315,177	  
	 12/31/2025
	  	 	63	  	  	 	1,964,238	  	  	 	2,159,480	  	  	 	2,275,758	  	  	 	2,315,177	  
	 12/31/2026
	  	 	64	  	  	 	2,181,999	  	  	 	2,259,524	  	  	 	2,300,293	  	  	 	2,315,177	  
	 7/21/2027
	  	 	65	  	  	 	2,315,177	  	  	 	2,315,177	  	  	 	2,315,177	  	  	 	2,315,177	  

 The first line represents the plan values as of October 1, 2016. 

IF THERE IS A CONFLICT BETWEEN THIS SCHEDULE A AND THE AGREEMENT, THE TERMS AND PROVISIONS OF THE AGREEMENT SHALL PREVAIL. IF A TRIGGERING EVENT OCCURS REFER
TO THE AGREEMENT TO DETERMINE THE ACTUAL BENEFIT AMOUNT BASED ON THE DATE OF THE EVENT. 
  

									
	Robert R. Chapman, III	 	



	 		 	By	 	




	Date 10-18-16	 		 		 	Title	 	EVP -
CLO                                         
     
		 		 		 	Date	 	October 18,
2016