Exhibit 10.30


 


SUPPLEMENTAL
EXECUTIVE RETIREMENT PLAN


 


2014


 


THIS AGREEMENT, is made and entered
into effective as of the 1st day of November 2014 by and between Community Bank of the Chesapeake, a banking corporation organized
and existing under the laws of the State of Maryland, hereinafter referred to as the "Plan Sponsor", and William Pasenelli,
hereinafter referred to as the "Participant".


 


WITNESSETH


 


WHEREAS, it is the consensus of the
Board that the Participant's services to the Plan Sponsor in the past have been of exceptional merit and have constituted an invaluable
contribution to the general welfare of the Plan Sponsor bringing it to its present status of operating efficiency, and its present
position in its field of activity;


 


WHEREAS, the experience of the Participant,
his knowledge of the affairs of the Plan Sponsor, his reputation and contacts in the industry are so valuable that assurance of
his continued services is essential for the future growth and profits of the Plan Sponsor and it is in the best interests of the
Plan Sponsor to arrange terms of continued employment for the Participant so as to reasonably assure his remaining in the Plan
Sponsor's employment during his lifetime or until the age of retirement;


 


WHEREAS, it is the desire of the
Plan Sponsor that his services be retained as herein provided;


 


WHEREAS, the Participant is willing
to continue in the employ of the Plan Sponsor provided the Plan Sponsor agrees to pay to his beneficiaries certain benefits in
accordance with the terms and conditions hereinafter set forth;


 


WHEREAS, the Plan Sponsor intends
that the Plan shall at all times be administered and interpreted in such a manner as to constitute an unfunded nonqualified deferred
compensation plan for tax purposes and for purposes of Title I of ERISA. This Plan is not intended to qualify for favorable tax
treatment pursuant to IRC Section 401(a) of the Code or any successor section or statute. This Plan is intended to comply with
IRC Section 409A as created under The American Jobs Creation Act of 2004 (the "Jobs Act of 2004"). It is both anticipated
and expected that the terms and provisions of this Plan may need to be amended in the future to assure continued compliance. The
Plan Sponsor and the Participant acknowledge that fact and agree to take any and all steps necessary to operate the Plan in "good
faith" based on their current understanding of the regulations; and


 


NOW THEREFORE; in consideration of
services performed in the past and to be performed in the future as well as of the mutual promises and covenants herein contained,
it is agreed as follows:


 




    	 



    	 



    

 


ARTICLE 1


DEFINITIONS


 


DEFINITION OF TERMS. Certain words
and phrases are defined when first used in later Articles of this Plan. Whenever any words are used herein in the masculine, they
shall be construed as though they were in the feminine in all cases where they would so apply; and whenever any words are used
herein in the singular or in the plural, they shall be construed as though they were used in the plural or the singular, as the
case may be, in all cases where they would so apply. For the purpose of this Plan, unless otherwise clearly apparent from the context,
the following phrases or terms shall have the following indicated meanings:


 


1.1 "Accrued
Benefit" shall mean the portion of the Participant's Normal Retirement Benefit that has accrued as of the applicable
date of reference, with respect to services performed by the Participant beginning on November 1, 2014, as calculated for
purposes of Generally Accepted Accounting Principles (GAAP) and recorded on the books of the Plan Sponsor.


 


1.2 "Applicable
Guidance" shall mean, as the context requires, Code §409A and the Final Treasury Regulations issued thereunder, or
other written Treasury or IRS guidance regarding or affecting Code §409A.


 


1.3 "Beneficiary"
shall mean the person or persons, natural or otherwise, designated in writing by a Participant in accordance with Article 5
before his death to receive Plan benefits in the event of the Participant's death.


 


1.4 "Board" shall
mean the board of director's of the Plan Sponsor, unless specifically noted otherwise.


 


1.5 "Cause" shall
mean any of the following acts or circumstances: (i) willful destruction by the Participant of property of the Plan Sponsor
having a material value to the Plan Sponsor; (ii) fraud, embezzlement, theft, or comparable dishonest activity committed by
the Participant (excluding acts involving a de minimis dollar value and not related to the Plan Sponsor); (iii) the
Participant's conviction of or entering a plea of guilty or nolo contendere to any crime constituting a felony or any
misdemeanor involving fraud, dishonesty, or moral turpitude (excluding acts involving a de minimis dollar value and not
related to the Plan Sponsor); (iv) the Participant's breach, neglect, refusal, or failure to materially discharge the
Participant's duties (other than due to physical or mental illness) commensurate with the Participant's title and function or
the Participant's failure to comply with the lawful directions of a senior managing officer of the Plan Sponsor in any such
case that is not cured within fifteen (15) days after the Participant has received written notice thereof from such senior
managing officer; or (v) any willful misconduct by the Participant which may cause substantial economic or reputation injury
to the Plan Sponsor, including, but not limited to, sexual harassment.


 




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1.6 "Change in
Control" shall mean the occurrence of a Change in Control event, within the meaning of Treasury Regulations
§1.409A-3(i)(5) and described in any of subparagraph (a), (b), or (c), (collectively referred to as "Change in
Control Events"), or any combination of the Change in Control Events. To constitute a Change in Control Event with
respect to the Participant or Beneficiary, the Change in Control Event must relate to: (i) the corporation for whom the
Participant is performing services at the time of the Change in Control Event; (ii) the corporation that is liable for the
payment of the deferred compensation (or all corporations liable for the payment if more than one corporation is liable); or
(iii) a corporation that is a majority shareholder of a corporation identified in clause (i) or (ii), or any corporation in a
chain of corporations in which each corporation is a majority shareholder of another corporation in the chain, ending in a
corporation identified in clause (i) or (ii).


 


(a)
Change in Ownership. A Change in Ownership occurs if a person, or a group of persons acting together, acquires more than
fifty percent (50%) of the stock of the corporation, measured by voting power or value. Incremental increases in ownership by
a person or group that already owns fifty percent (50%) of the corporation do not result in a Change of Ownership, as defined
in Treasury Regulations §1.409A-3(i)(5)(v).


 


(b)
Change in Effective Control. A Change in Effective Control occurs if, over a twelve (12) month period: (i) a person or group
acquires stock representing thirty percent (30%) of the voting power of the corporation; or (ii) a majority of the members of
the board of directors of the ultimate parent corporation is replaced by directors not endorsed by the persons who were
members of the board before the new directors' appointment, as defined in Treasury Regulations §1.409A-3(i)(5)(vi).


 


(c)
Change in Ownership of a Substantial Portion of Corporate Assets. A Change in Control based on the sale of assets occurs if a
person or group acquires Forty percent (40%) or more of the gross fair market value of the assets of a corporation over a
twelve (12) month period. No change in control results pursuant to this Article (c) if the assets are transferred to certain
entities controlled directly or indirectly by the shareholders of the transferring corporation, as defined in Treasury
Regulations §1.409A-3 (i)(5) (vii).


 


1.7 "Claimant" shall
mean a person who believes that he or she is being denied a benefit to which he or she is entitled hereunder.


 


1.8 "Code" shall mean
the Internal Revenue Code of 1986, as amended.


 


1.9 "Disability"
shall mean a condition of the Participant whereby he or she either: (i) is unable to engage in any substantial gainful
activity by reason of any medically determinable physical or mental impairment that 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) is, by reason of any medically determinable
physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of
not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident
and health plan covering employees of the Plan Sponsor. The Administrator will determine whether the Participant has incurred
a Disability based on its own good faith determination and may require the Participant to submit to reasonable physical and
mental examinations for this purpose. The Participant will also be deemed to have incurred a Disability if determined to be
totally disabled by the Social Security Administration, Railroad Retirement Board, or in accordance with a disability
insurance program, provided that the definition of disability applied under such disability insurance program complies with
the requirements of Treasury Regulation §1.409A-3(i)(4) and authoritative guidance.


 




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1.10"Effective Date"
shall mean the date specified on the first page of this Plan.


 


1.11"ERISA" shall mean the
Employee Retirement Income Security Act of 1974, as it may be amended from time to time.


 


1.12"Normal Retirement Age"
shall mean the date the Participant attains age 65.


 


1.13"Normal Retirement Benefit"
shall mean an annual benefit payment in the amount of Fifty Eight Thousand Six hundred One dollars ($58,601) for a period of Fifteen
(15) years.


 


1.14"Participant" shall
mean William Pasenelli


 


1.15"Plan" shall mean this
Supplemental Executive Retirement Plan Agreement, all Election Forms, the Trust, (if any), and any other written documents relevant
to the Plan. For purposes of applying Code §409A requirements, this Plan is a non-account balance plan under Treasury Regulation
§1.409-1(c)(2)(i)(A).


 


1.16"Plan Administrator"
or "Administrator" shall be a committee designated by the Plan Sponsor. If a Participant is part of a group of persons
designated as a committee or Plan Administrator, then the Participant may not participate in any activity or decision relating
solely to his or her individual benefits under this Plan. Matters solely affecting the applicable Participant will be resolved
by the remaining committee members.


 


1.17"Plan Sponsor" shall
mean the person or entity: (i) receiving the services of the Participant; and (ii) all persons with whom such person or entity
would be considered a single employer under the parent-subsidiary rules of Code §414(b) or §414(c).


 


1.18"Plan Year" shall mean,
for the first Plan Year, the period beginning on the Effective Date of the Plan and ending December 31 of such calendar year, and
thereafter, a twelve (12) month period beginning January 1 of each calendar year and continuing through December 31 of such calendar
year.


 


1.19"Section 409A" shall
mean Section 409A of the Code and the Treasury Regulations and other Applicable Guidance issued under that Section.


 


1.20"Separation from Service"
shall mean the occurrence of a Participant's death, retirement, or "other termination of employment" (as defined in Treasury
Regulations §1.409A-l(h)(l)(ii)) with the Plan Sponsor (as defined in Treasury Regulations §1.409A-1(h)(3)). However,
a Separation from Service shall not occur if the Participant is on military leave, sick leave, or other bona fide leave of absence
if the period of such leave does not exceed six months, or if longer, so long as the Participant retains a right to reemployment
with the Plan Sponsor under an applicable statute or by contract.


 




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1.21"Specified Employee"
shall mean that the Participant also satisfies the definition of a "key employee" as such term is defined in Code §416(i)
(without regard to Section 416(i)(5)). However, the Participant is not a Specified Employee unless any stock of the Plan Sponsor
is publicly traded on an established securities market or otherwise, as defined in Code §1.897-l(m). If the Participant is
a key employee at any time during the twelve (12) months ending on the identification date (see below), the Participant is a Specified
Employee for the twelve (12) month period commencing on the first day of the fourth month following the identification date. For
purposes of this Article, the identification date is December 31. The determination of the Participant as a Specified Employee
shall be made by the Administrator in accordance with IRC Section 416(i), the "specified employee" requirements of Section
409A, and Treasury Regulations.


 


1.22"Taxable Year" shall
mean the twelve (12) consecutive month period ending each December 31.


 


1.23"Treasury Regulations"
shall mean regulations promulgated by the Internal Revenue Service for the U.S. Department of the Treasury, as they may be amended
from time to time.


 


1.24"Trust" shall mean one
or more trusts that may be established in accordance with the terms of this Plan.


 


ARTICLE 2


SELECTION, ENROLLMENT, ELIGIBILITY


 


2.1Selection by Plan Sponsor. Participation
in the Plan shall be limited to William Pasenelli, a member of a select group of management or highly compensated employees of
the Plan Sponsor, as determined by the Plan Sponsor in its sole and absolute discretion.


 


2.2Re-Employment. If a Participant
who incurs a Separation from Service is subsequently re-employed, he or she may, at the sole and absolute discretion of the Plan
Administrator, become a Participant in accordance with the provisions of the Plan.


 


2.3Eligibility; Commencement of Participation.
Provided that the Participant has met all enrollment requirements set forth in the Plan and required by the Plan Administrator,
the Participant shall continue participation in the Plan on the date the Plan is executed by the Plan Sponsor and the Participant.


 


2.4Termination of Participation. If
the Plan Administrator determines in good faith that a Participant no longer qualifies as a member of a select group of management
or highly compensated employees, as membership in such group is determined in accordance with Section 201(2), 301(a)(3) and 401(a)(1)
of ERISA, the Plan Administrator shall cease further benefit accruals hereunder.


 


ARTICLE 3


BENEFITS


 


3.1Normal Retirement Benefit. If the
Participant remains in the service of the Plan Sponsor until reaching his Normal Retirement Age, the Participant shall be entitled
to his Normal Retirement Benefit. The annual installments shall commence to be paid on the on the first day of the second month
following the Participant's Separation from Service. Notwithstanding the foregoing, in the event that the Participant is determined
by the Plan Administrator to be a Specified Employee, the first benefit payment shall be paid on the first day of the seventh month
following Separation from Service.


 




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3.2Death Prior to Commencement of Benefit
Payments. In the event the Participant should die while actively employed by the Plan Sponsor at any time after the date of this
Plan but prior to his Normal Retirement Age, the Plan Sponsor will pay the Accrued Benefit in fifteen (15) equal annual installments
to the Participant's Beneficiary. The payments shall commence to be paid on the first day of the second month following the month
in which the Participant dies.


 


3.3Death Subsequent to Commencement
of Benefit Payments. In the event the Participant dies while receiving payments, but prior to receiving the fifteen (15) annual
installment payments due and owing hereunder, the unpaid balance of the payments shall continue to be paid to the Participant's
Beneficiary for the balance of the fifteen (15) annual installments.


 


3.4Disability Benefit. In the event
the Participant becomes Disabled prior to the date the Participant dies or experiences a Separation from Service, and prior to
the date of a Change in Control, the Participant shall be entitled to receive his Accrued Benefit, calculated as of the date of
determination of Disability. Such benefit shall commence to be paid on the first day of the month following the Participant's sixty-fifth
(65th) birthday or death (whichever occurs first), and shall be paid in fifteen (15) equal annual installments.


 


3.5Separation from Service Benefit.
If the Participant experiences a Separation from Service prior to Normal Retirement Age, death, Disability, or as described in
the second paragraph of Section 3.6, then the Participant shall be entitled to a benefit equal to the Accrued Benefit, calculated
as of the date of Separation from Service. Such benefit shall commence to be paid on the first day of the second month following
the month in which the Participant achieves Normal Retirement Age or dies (whichever occurs first), and shall be paid in fifteen
(15) equal annual installments. Notwithstanding the foregoing, in the event that the Participant is determined by the Plan Administrator
to be a Specified Employee, the first benefit payment shall be paid on the later of (i) the first day of the second month following
the month in which the Participant achieves Normal Retirement Age or (ii) the first day of the seventh month following Separation
from Service (except in the case of a Separation from Service due to death).


 


3.6Change in Control Benefit. In the
event there is a Change in Control prior to the Participant's Normal Retirement Age, and prior to the date the Participant dies,
becomes Disabled or experiences a Separation from Service, the Participant shall become 100% vested in his Normal Retirement Benefit.
Subject to the paragraph below, the Participant's Normal Retirement Benefit shall commence to be paid on the first day of the second
month following the month in which the Participant attains Normal Retirement Age or dies, whichever is first to occur.


 




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Notwithstanding the preceding, if
the Participant experiences a Separation from Service within 24 months following the Change in Control, the following provisions
apply. The Participant's Normal Retirement Benefit shall commence to be paid on the first day of the second month following the
Participant's Separation from Service (or, if the Participant is a Specified Employee, on the first day of the seventh month following
the Participant's Separation from Service). In lieu of receiving the Normal Retirement Benefit in fifteen (15) annual installments,
the Participant may elect to receive the Normal Retirement Benefit pursuant to this Section 3.6 in the form of (i) a lump sum,
(ii)equal annual installments over two (2) years, or (iii) equal annual installments over five (5) years. Any election by the
Participant pursuant to this Section 3.6 must be submitted to the Plan Sponsor by the date the Participant initially becomes eligible
to participate in the Plan.


 


3.7Termination for Cause. Notwithstanding
anything in this Plan to the contrary, if the Plan Sponsor terminates the Participant's employment for "Cause", then
the Participant shall not be entitled to any benefits under the terms of this Plan.


 


3.8Prohibition on Acceleration
of Payments. Notwithstanding anything in this Plan to the contrary, neither the Plan Sponsor nor a Participant may accelerate the
time or schedule of any payment or amount scheduled to be paid under this Plan, except that the Plan Sponsor, in its discretion,
may accelerate payments as permitted by Treasury Regulations §1.409A-3(j)(4). The Plan Sponsor shall deny any change made
to an election if the Plan Sponsor determines that the change violates the requirements of authoritative guidance.


 


3.9Subsequent Changes in the
Time or Form of Payment. If permitted by the Plan Sponsor, a Participant may elect to change the time or form of payments (collectively,
"payment elections"), provided the following conditions are met:


 


(i)Such
change will not take effect until at least twelve (12) months after the date on which the new payment election is made and approved
by the Plan Administrator;


 


(ii)If the
change of payment election relates to a payment based on Separation from Service, or if the payment is at a specified time or pursuant
to a fixed schedule, the change of payment election must result in payment being deferred for a period of not less than five (5)
years from the date such payment would otherwise have been paid (or in the case of a life annuity or installment payments,
which are treated as a single payment, five (5) years from the date the first amount was scheduled to be paid);


 


(iii)If
the change of payment election relates to a payment at a specified time or pursuant to a fixed schedule, the Participant or Plan
Sponsor must make the change of payment election not less than twelve (12) months before the date the payment is scheduled to be
paid (or in the case of a life annuity or installment payments, which are treated as a single payment, twelve (12) months before
the date the first amount was scheduled to be paid).


 




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Notwithstanding the preceding, to
the extent permitted under Section 409A and by the Plan Sponsor, the Participant may elect the timing and manner of distributions
during 2008 (except that a Participant cannot in 2008 change payment elections with respect to payments that the Participant would
otherwise receive in 2008, or make an election that causes payments scheduled for subsequent years to be made in 2008), and such
election shall not be treated as a change in the form and timing of payment or an acceleration of payment under Section 409A.


 


3.10Delay in Payment by Plan Sponsor.


 


(a)A payment may
be delayed to a date after the designated payment date under any of the circumstances described below, and the provision will not
fail to meet the requirements of establishing a permissible payment event. The delay in the payment will not constitute a subsequent
deferral election, so long as the Plan Sponsor treats all payments to similarly situated Participants on a reasonably consistent
basis.


 


(i)Payments subject
to Section 162(m). A payment may be delayed to the extent that the Plan Sponsor reasonably anticipates that if the payment were
made as scheduled, the Plan Sponsor's deduction with respect to such payment would not be permitted due to the application of Code
§162(m). If a payment is delayed, such payment must be made either:


 


(1)during the Participant's
first Taxable Year in which the Plan Sponsor reasonably anticipates, or should reasonably anticipate, that if the payment is made
during such year, the deduction of such payment will not be barred by application of Code §162(m) or,


 


(2)during the period
beginning with the date of the Participant's Separation from Service and ending on the later of the last day of the Taxable Year
of the Plan Sponsor in which the Participant separates from service or the 15th day of the third month following the Participant's
Separation from Service. Where any scheduled payment to a specific Participant in the Plan Sponsor's Taxable Year is delayed in
accordance with this Article, the delay in payment will be treated as a subsequent deferral election unless all scheduled payments
to the Participant that could be delayed in accordance with this Article are also delayed. Where the payment is delayed to a date
on or after the Participant's Separation from Service, the payment will be considered a payment upon a Separation from Service
for purposes of the rules under Treasury Regulations §1.409A-3(i)(2) (payments to specified employees upon a separation from
service) and, the 6 month delay rule will apply for Specified Employees.


 


(ii)Payments that
would violate Federal securities laws or other applicable law. A payment may be delayed where the Plan Sponsor reasonably anticipates
that the making of the payment will violate Federal securities laws or other applicable law provided that the payment is made at
the earliest date at which the Plan Sponsor reasonably anticipates that the making of the payment will not cause such violation.
The making of a payment that would cause inclusion in gross income or the application of any penalty provision or other provision
of the Internal Revenue Code is not treated as a violation of applicable law.


 




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(iii)Other events and conditions. The
Plan Sponsor may delay a payment upon such other events and conditions as the Commissioner of the IRS may prescribe.


 


(b)Treatment of
Payment as Made on Designated Payment Date. Each payment under this Plan is deemed made on the required payment date even if the
payment is made after such date, provided the payment is made by the latest of: (i) the end of the calendar year in which the payment
is due; (ii) the 15th day of the third calendar month following the payment due date; (iii) in case the Plan Sponsor cannot calculate
the payment amount on account of administrative impracticality which is beyond the Participant's control (or the control of the
Participant's estate), in the first calendar year in which payment is practicable; (iv) in the case where the payment would jeopardize
the ability of the Plan Sponsor to continue as a going concern, in the first calendar year in which the making of the payment would
not have such effect.


 


3.11Unsecured General Creditor
Status of Participant:


 


(a)Payment to
the Participant or any Beneficiary hereunder shall be made from assets which shall continue, for all purposes, to be part of the
general, unrestricted assets of the Plan Sponsor and no person shall have any interest in any such asset by virtue of any provision
of this Plan. The Plan Sponsor's obligation hereunder shall be an unfunded and unsecured promise to pay money in the future. To
the extent that any person acquires a right to receive payments from the Plan Sponsor under the provisions hereof, such right shall
be no greater than the right of any unsecured general creditor of the Plan Sponsor and no such person shall have or acquire any
legal or equitable right, interest, or claim in or to any property or assets of the Plan Sponsor.


 


(b)In the event
that the Plan Sponsor purchases an insurance policy or policies insuring the life of a Participant or employee, to allow the Plan
Sponsor to recover or meet the cost of providing benefits, in whole or in part, hereunder, no Participant or Beneficiary shall
have any rights whatsoever in said policy or the proceeds therefrom. The Plan Sponsor or the Trustee of the Trust (if any) shall
be the primary owner and beneficiary of any such insurance policy or property and shall possess and may exercise all incidents
of ownership therein. No insurance policy with regard to any director, "highly compensated employee", or "highly
compensated individual" as defined in IRS Section 101 (j) shall be acquired before satisfying the Section 101 (j) "Notice
and Consent" requirements.


 


(c)In the event
that the Plan Sponsor purchases an insurance policy or policies on the life of a Participant as provided for above, then all of
such policies shall be subject to the claims of the creditors of the Plan Sponsor.


 


(d)If the Plan
Sponsor chooses to obtain insurance on the life of a Participant in connection with its obligations under this Plan, the Participant
hereby agrees to take such physical examinations and to truthfully and completely supply such information as may be required by
the Plan Sponsor or the insurance company designated by the Plan Sponsor.


 




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3.12Facility of Payment. If a distribution
is to be made to a minor, or to a person who is otherwise incompetent, then the Plan Administrator may make such distribution:
(i) to the legal guardian, or if none, to a parent of a minor payee with whom the payee maintains his or her residence; or (ii)
to the conservator or administrator or, if none, to the person having custody of an incompetent payee. Any such distribution shall
fully discharge the Plan Sponsor and the Plan Administrator from further liability on account thereof.


 


3.13Excise Tax Limitation. In the event
that any payment or benefit (within the meaning of Code §280G(b)(2) of the Code) to the Participant or for the Participant’s
benefit paid or payable or distributed or distributable (including, but not limited to, the acceleration of the time for the vesting
or payment of such benefit or payment) pursuant to the terms of this Plan or otherwise in connection with, or arising out of, the
Participant’s employment with the Plan Sponsor or any of its affiliates or a Change in Control within the meaning of Code
§280G of the Code (a "Payment" or "Payments"), would be subject to the excise tax imposed by Code §4999
of the Code (the "Excise Tax"), then the Payments shall be increased in an amount necessary to provide for the payment
of the excise tax imposed by Code §4999 (the "Section 4999 Limit"). Any payment made to the Participant under this
Section 3.13 shall be made no later than the end of the calendar year following the calendar year in which the Participant remits
the related taxes.


 


ARTICLE 4


VESTING AND TAXES


 


4.1Vesting. The Participant shall be
vested at all times in his Accrued Benefit. Upon attainment of Normal Retirement Age, the Participant shall be One Hundred (100%)
percent vested in his Normal Retirement Benefit.


 


4.2Acceleration of Vesting. If, prior
to the Participant's Normal Retirement Age, and prior to the date the Participant dies, becomes Disabled or experiences a Separation
from Service, there is a Change in Control of the Plan Sponsor, then the Participant shall be One Hundred (100%) percent vested
in his Normal Retirement Benefit.


 


4.3FICA, Withholding and Other
Taxes:


 


(a)When a Participant
becomes vested in a portion of his Normal Retirement Benefit, the Plan Sponsor shall withhold from the Participant's cash compensation
in a manner determined in the sole discretion of the Plan Sponsor, the Participant's share of FICA and other employment taxes on
such vested Normal Retirement Benefit.


 


(b)Distributions.
The Plan Sponsor, or trustee of the Trust, shall withhold from any payments made to a Participant or Beneficiary under this Plan
all federal, state and local income, employment and other taxes required to be withheld by the Plan Sponsor in a manner determined
in the sole discretion of the Plan Sponsor or the trustee of the Trust in compliance with applicable tax withholding requirements.


 




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ARTICLE 5


BENEFICIARY DESIGNATION


 


5.1Designation of Beneficiaries.


 


(a)The Participant
may designate any person or persons (who may be named contingently or successively) to receive any benefits payable under the Plan
upon the Participant's death, and the designation may be changed from time to time by the Participant by filing a new designation.
Each designation will revoke all prior designations by the Participant and shall be in the form prescribed by the Administrator,
and shall be effective only when filed in writing with the Administrator during the Participant's lifetime.


 


(b)In the
absence of a valid Beneficiary designation, or if, at the time any benefit payment is due to a Beneficiary, there is no living
Beneficiary validly named by the Participant, the Plan Sponsor shall pay the benefit payment to the Participant's spouse, if then
living, and if the spouse is not then living to the Participant's then living descendants, if any, per stirpes, and if there are
no living descendants, to the Participant's estate. In determining the existence or identity of anyone entitled to a benefit payment,
the Plan Sponsor may rely conclusively upon information supplied by the Participant's personal representative, executor, or administrator.


 


(c)If a
question arises as to the existence or identity of anyone entitled to receive a death benefit payment under the Plan, or if a dispute
arises with respect to any death benefit payment under the Plan, the Plan Sponsor may distribute the payment to the Participant's
estate without liability for any tax or other consequences, or may take any other action which the Plan Sponsor deems to be appropriate.


 


5.2Information to be Furnished
by Participants and Beneficiaries; Inability to Locate Participants or Beneficiaries. Any communication, statement, or notice addressed
to the Participant or to a Beneficiary at his or her last post office address as shown on the Plan Sponsor's records shall be binding
on the Participant or Beneficiary for all purposes of this Plan. The Plan Sponsor shall not be obligated to search for any Participant
or Beneficiaiy beyond the sending of a registered letter to the last known address.


 


ARTICLE 6


ADMINISTRATION


 


6.1Administrator Duties. The
Administrator shall be responsible for the management, operation, and administration of the Plan. The Administrator shall act at
meetings by affirmative vote of a majority of its members. Any action permitted to be taken at a meeting may be taken without a
meeting if, prior to such action, a unanimous written consent to the action is signed by all members and such written consent is
filed with the minutes of the proceedings of the Administrator, provided, however that no member may vote or act upon any matter
which relates to his or her status as a Participant. The chair, or any other member or members of the Administrator designated
by the chair, may execute any certificate or other written direction on behalf of the Administrator. When making a determination
or calculation, the Administrator shall be entitled to rely on information furnished by the Participant or the Plan Sponsor. No
provision of this Plan shall be construed as imposing on the Administrator any fiduciary duty under ERISA or other law, or any
duty similar to any fiduciary duty under ERISA or other law.


 




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6.2Administrator Authority. The Administrator
shall enforce this Plan in accordance with its terms, shall be charged with the general administration of this Plan, and shall
have all powers necessary to accomplish its purposes, including, but not by way of limitation, the following:


 


(a)To construe
and interpret the terms and provisions of this Plan;


 


(b)To compute
and certify the amount and kind of benefits payable to the Participant and their Beneficiaries; to determine the time and manner
in which such benefits are paid; and to determine the amount of any withholding taxes to be deducted;


 


(c)To maintain
all records that may be necessary for the administration of this Plan;


 


(d)To provide
for the disclosure of all information and the filing or provision of all reports and statements to the Participant, Beneficiaries,
and governmental agencies as shall be required by law;


 


(e)To make and
publish such rules for the regulation of this Plan and procedures for the administration of this Plan as are not inconsistent with
the terms hereof;


 


(f)To administer
this Plan's claims procedures;


 


(g)To approve
election forms and procedures for use under this Plan; and


 


(h)To appoint
a plan record keeper or any other agent, and to delegate to them such powers and duties in connection with the administration of
this Plan as the Administrator may from time to time prescribe.


 


6.3Binding Effect of Decision. The
decision or action of the Administrator with respect to any question arising out of or in connection with the administration, interpretation,
and application of this Plan and the rules and regulations promulgated hereunder shall be final and conclusive and binding upon
all persons having any interest in this Plan.


 


6.4Compensation, Expenses, and Indemnify.
The Administrator shall serve without compensation for services rendered hereunder. The Administrator is authorized at the expense
of the Plan Sponsor to employ such legal counsel and/or Plan record keeper as it may deem advisable to assist in the performance
of its duties hereunder. Expense and fees in connection with the administration of this Plan shall be paid by the Plan Sponsor.


 




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6.5Plan Sponsor Information. To enable
the Administrator to perform its functions, the Plan Sponsor shall supply full and timely information to the Administrator,
on all matters relating to the compensation of the Participant, the date and circumstances of the Disability, death, or Separation
from Service of the Participant, and such other pertinent information as the Administrator may reasonably require.


 


6.6Periodic Statements. Under
procedures established by the Administrator, Participant shall be provided a statement of his Accrued Benefit on an annual basis.


 


ARTICLE 7


CLAIMS PROCEDURE


 


7.1Claims Procedures. This Section
7.1 is based on final regulations issued by the Department of Labor and published in the Federal Register on November 21, 2000
and codified at section 2560.503-1 of the Department of Labor Regulations. If any provision of this Section 8.4 conflicts with
the requirements of those regulations, the requirements of those regulations will prevail.


 


(a)Initial
Claim. A Participant or Beneficiary who believes he or she is entitled to any Benefit (a "Claimant") under this Plan
may file a claim with the Administrator. The Administrator will review the claim itself or appoint another individual or entity
to review the claim.


 


(i)Benefit
Claims that do not Require a Determination of Disability. If the claim is for a benefit other than a disability benefit, the Claimant
will be notified within ninety (90) days after the claim is filed whether the claim is allowed or denied, unless the Claimant receives
written notice from the Administrator or appointee of the Administrator before the end of the ninety (90) day period stating that
special circumstances require an extension of the time for decision, such extension not to extend beyond the day which is one hundred
eighty (180) days after the day the claim is filed.


 


(ii)Disability
Benefit Claims. In the case of a benefits claim that requires a determination by the Plan Administrator of a Participant's disability
status, the Plan Administrator will notify the Claimant of the Plan's adverse benefit determination within a reasonable period
of time, but not later than forty-five (45) days after receipt of the claim. If, due to matters beyond the control of the Plan,
the Plan Administrator needs additional time to process a claim, the Claimant will be notified, within forty-five (45) days after
the Plan Administrator receives the claim, of those circumstances and of when the Plan Administrator expects to make its decision
but not beyond seventy-five (75) days. If, prior to the end of the extension period, due to matters beyond the control of the
Plan, a decision cannot be rendered within that extension period, the period for making the determination may be extended for up
to one hundred five (105) days, provided that the Plan Administrator notifies the Claimant of the circumstances requiring the extension
and the date as of which the Plan expects to render a decision. The extension notice will specifically explain the standards on
which entitlement to a disability benefit is based, the unresolved issues that prevent a decision on the claim and the additional
information needed from the Claimant to resolve those issues, and the Claimant will be afforded at least forty-five (45) days within
which to provide the specified information.


 




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(iii)Manner and
Content of Denial of Initial Claims. If the Plan Administrator denies a claim, it must provide to the Claimant, in writing or by
electronic communication:


 


(A)The specific
reasons for the denial;


 


(B)A reference to
the Plan provision or insurance contract provision upon which the denial is based;


 


(C)A description
of any additional information or material that the Claimant must provide in order to perfect the claim;


 


(D)An explanation
of why such additional material or information is necessary;


 


(E)Notice that the
Claimant has a right to request a review of the claim denial and information on the steps to be taken if the Claimant wishes to
request a review of the claim denial; and


 


(F)A statement of
the participant's right to bring a civil action under ERISA section 502(a) following a denial on review of the initial denial.


 


In addition, in the
case of a denial of disability benefits on the basis of the Plan Administrator's independent determination of the Participant's
disability status, the Plan Administrator will provide a copy of any rule, guideline, protocol, or other similar criterion relied
upon in making the adverse determination (or a statement that the same will be provided upon request by the Claimant and without
charge).


 


(b)Review Procedures.


 


(i)Benefit Claims
that do not Require a Determination of Disability. Except for claims requiring an independent determination of a Participant's
disability status, a request for review of a denied claim must be made in writing to the Plan Administrator within sixty (60) days
after receiving notice of denial. The decision upon review will be made within sixty (60) days after the Plan Administrator's receipt
of a request for review, unless special circumstances require an extension of time for processing, in which case a decision will
be rendered not later than one hundred twenty (120) days after receipt of a request for review. A notice of such an extension must
be provided to the Claimant within the initial sixty (60) day period and must explain the special circumstances and provide an
expected date of decision.


 


The reviewer will afford
the Claimant an opportunity to review and receive, without charge, all relevant documents, information and records and to submit
issues and comments in writing to the Plan Administrator. The reviewer will take into account all comments, documents, records
and other information submitted by the Claimant relating to the claim regardless of whether the information was submitted or considered
in the initial benefit determination.


 




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(ii)Disability
Benefit Claims. In addition to having the right to review documents and submit comments as described in (i) above, a Claimant whose
claim for disability benefits requires an independent determination by the Plan Administrator of the Participant's disability status
has at least one hundred eighty (180) days following receipt of a notification of an adverse benefit determination within which
to request a review of the initial determination. In such cases, the review will meet the following requirements:


 


(A)The Plan
will provide a review that does not afford deference to the initial adverse benefit determination and that is conducted by an appropriate
named fiduciary of the Plan who did not make the initial determination that is the subject of the appeal, nor is a subordinate
of the individual who made the determination.


 


(B)The appropriate
named fiduciary of the Plan will consult with a health care professional who has appropriate training and experience in the field
of medicine involved in the medical judgment before making a decision on review of any adverse initial determination based in whole
or in part on a medical judgment. The professional engaged for purposes of a consultation in the preceding sentence will not be
an individual who was consulted in connection with the initial determination that is the subject of the appeal or the subordinate
of any such individual.


 


(C)The Plan
will identify to the Claimant the medical or vocational experts whose advice was obtained on behalf of the Plan in connection with
the review, without regard to whether the advice was relied upon in making the benefit review determination.


 


(D)The decision
on review will be made within forty-five (45) days after the Plan Administrator's receipt of a request for review, unless special
circumstances require an extension of time for processing, in which case a decision will be rendered not later than ninety (90)
days after receipt of a request for review. A notice of such an extension must be provided to the Claimant within the initial forty-five
(45) day period and must explain the special circumstances and provide an expected date of decision.


 


(iii)Manner
and Content of Notice of Decision on Review. Upon completion of its review of an adverse initial claim determination, the Plan
Administrator will give the Claimant, in writing or by electronic notification, a notice containing:


 


(A)its decision;


 


(B)the specific
reasons for the decision;


 


(C)the relevant
Plan provisions or insurance contract provisions on which its decision is based;


 


(D)a statement
that the Claimant is entitled to receive, upon request and without charge, reasonable access to, and copies of, all documents,
records and other information in the Plan's files which is relevant to the Claimant's claim for benefits;


 


(E)a statement
describing the Claimant's right to bring an action for judicial review under ERISA section 502(a); and


 




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(F)if an internal
rule, guideline, protocol or other similar criterion was relied upon in making the adverse determination on review, a statement
that a copy of the rule, guideline, protocol or other similar criterion will be provided without charge to the Claimant upon request.


 


(c)Calculation
of Time Periods. For purposes of the time periods specified in this Section, the period of time during which a benefit determination
is required to be made begins at the time a claim is filed in accordance with the Plan procedures without regard to whether all
the information necessary to make a decision accompanies the claim. If a period of time is extended due to a Claimant's failure
to submit all information necessary, the period for making the determination shall be tolled from the date the notification is
sent to the Claimant until the date the Claimant responds.


 


(d)Failure
of Plan to Follow Procedures. If the Plan fails to follow the claims procedures required by this Section 7.1, a Claimant shall
be deemed to have exhausted the administrative remedies available under the Plan and shall be entitled to pursue any available
remedy under ERISA section 502(a) on the basis that the Plan has failed to provide a reasonable claims procedure that would yield
a decision on the merits of the claim.


 


(e)Failure
of Claimant to Follow Procedures. A Claimant's compliance with the foregoing provisions of this Section 7.1 is a mandatory prerequisite
to the Claimant's right to commence any legal action with respect to any claim for benefits under the Plan.


 


7.2Arbitration of Claims. All
claims or controversies arising out of or in connection with this Plan shall, subject to the initial review provided for in the
foregoing provisions of this Article, be resolved through arbitration. Except as otherwise mutually agreed to by the parties, any
arbitration shall be administered under and by the Judicial Arbitration & Mediation Services, Inc. ("JAMS"), in accordance
with the JAMS procedures then in effect. The arbitration shall be held in the JAMS office nearest to where the Claimant is or was
last employed by the Plan Sponsor or at a mutually agreeable location.


 


ARTICLE 8


AMENDMENT AND TERMINATION


 


8.1Amendment. The Plan Sponsor
reserves the right to amend this Plan at any time to comply with Section 409A and other Applicable Guidance or for any other purpose,
provided that such amendment will not cause the Plan to violate the provisions of Section 409A. Except to the extent necessary
to bring this Plan into compliance with Section 409A, no amendment or modification shall be effective to decrease the value or
vested percentage of a Participant's Accrued Benefit in existence at the time an amendment or modification is made to the Plan.


 


8.2Plan Termination. The Plan
Sponsor reserves the right to terminate this Plan in accordance with one of the following, subject to the restrictions imposed
by Section 409A and authoritative guidance:


 




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(a)Corporate
Dissolution or Bankruptcy. This Plan may be terminated within twelve (12) months of a corporate dissolution taxed under Code §331, or with the approval of a bankruptcy court pursuant to 11 U.S.C. Section 503(b)(1)(A), and distributions may then be made
to the Participant provided that the amounts payable under this Plan are included in the Participants' gross income in the


latest of:


 


(i)The calendar
year in which the Plan termination occurs;


 


(ii)The first
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. This Plan may be terminated within the thirty (30) days preceding or the twelve (12) months following a Change
in Control. This Plan will then be treated as terminated only if all arrangements that are treated as having been deferred under
a single plan in accordance with Applicable Guidance are terminated so that all participants in all those terminated arrangements
who experienced the Change in Control event are required to receive all amounts of compensation deferred under the terminated arrangements
within twelve (12) months of the date of termination of the arrangements.


 


(c)Discretionary
Termination. The Plan Sponsor may also terminate this Plan and make distributions provided that:


 


(i)All plans
sponsored by the Plan Sponsor that would be aggregated with any terminated arrangements under Treasury Regulations §1.409A-l(c)
are terminated;


 


(ii)No payments,
other than payments that would be payable under the terms of this Plan if the termination had not occurred, are made within twelve
(12) months of this Plan termination;


 


(iii)All payments
are made within twenty-four (24) months of this Plan termination; and


 


(iv)Neither
the Plan Sponsor nor any of its affiliates adopts a new plan that would be aggregated with any terminated plan if the same Participant
participated in both arrangements at any time within three (3) years following the date of termination of this Plan.


 


(v)The termination
does not occur proximate to a downturn in the financial health of the Plan Sponsor.


 




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ARTICLE 9


THE TRUST


 


9.1Establishment of Trust. The Plan
Sponsor may establish a grantor trust (the "Trust"), of which the Plan Sponsor is the grantor, within the meaning of
subpart E, part I, subchapter J, subtitle A of the Code, to pay benefits under this Plan. If the Plan Sponsor establishes a Trust,
all benefits payable under this Plan to a Participant shall be paid directly by the Plan Sponsor from the Trust. To the extent
such benefits are not paid from the Trust, the benefits shall be paid from the general assets of the Plan Sponsor. The Trust, (if
any), shall be a grantor trust which conforms to the terms of the model trust as described in IRS Revenue Procedure 92-64, I.R.B.
1992-33, as same may be amended or modified from time to time. If the Plan Sponsor establishes a Trust, the assets of the Trust
will be subject to the claims of the Plan Sponsor's creditors in the event of its insolvency. Except as may otherwise be provided
under the Trust, the Plan Sponsor shall not be obligated to set aside, earmark, or escrow any funds or other assets to satisfy
its obligations under this Plan, and the Participant and/ or his or her designated Beneficiaries shall not have any property interest
in any specific assets of the Plan Sponsor other than the unsecured right to receive payments from the Plan Sponsor, as provided
in this Plan.


 


9.2Interrelationship of the Plan and
the Trust. The provisions of this Plan shall govern the rights of a Participant to receive distributions pursuant to this Plan.
The provisions of the Trust (if established) shall govern the rights of the Participant and the creditors of the Plan Sponsor to
the assets transferred to the Trust. The Plan Sponsor and each Participant shall at all times remain liable to carry out its obligations
under this Plan. The Plan Sponsor's obligations under this Plan may be satisfied with Trust assets distributed pursuant to the
terms of the Trust.


 


9.3Contribution to the Trust. Amounts
may be contributed by the Plan Sponsor to the Trust at the sole discretion of the Plan Sponsor.


 


ARTICLE 10


MISCELLANEOUS


 


10.1Validity. In case any
provision of this Plan shall be illegal or invalid for any reason, said illegality or invalidity shall not affect the
remaining parts hereof, but this Plan shall be construed and enforced as if such illegal or invalid provision had never been
inserted herein; except to the extent that Section 409A requires that this Section 10.1be disregarded because it purports
to nullify Plan terms that are not in compliance with Section 409A.


 




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10.2Nonassignability. Neither any Participant
nor any other person shall have any right to commute, sell, assign, transfer, pledge, anticipate, mortgage, or otherwise encumber,
transfer, hypothecate, alienate, or convey in advance of actual receipt, the amounts, if any, payable hereunder, or any part hereof,
which are, and all rights to which are expressly declared to be, unassignable and non-transferable. No part of the amounts payable
shall, prior to actual payment, be subject to seizure, attachment, garnishment (except to the extent the Plan Sponsor may be required
to garnish amounts from payments due under this Plan pursuant to applicable law), or sequestration for the payment of any debts,
judgments, alimony, or separate maintenance owed by a Participant or any other person, be transferable by operation of law in the
event of a Participant's or any other person's bankruptcy or insolvency, or be transferable to a spouse as a result of a property
settlement or otherwise. If any Participant, Beneficiary, or successor in interest is adjudicated bankrupt or purports to commute,
sell, assign, transfer, pledge, anticipate, mortgage or otherwise encumber transfer, hypothecate, alienate, or convey in advance
of actual receipt, the amount, if any, payable hereunder, or any part thereof, the Plan Administrator, in its discretion, may cancel
such distribution or payment (or any part thereof) to or for the benefit of such Participant, Beneficiary, or successor in interest
in such manner as the Plan Administrator shall direct.


 


10.3Not a Contract of Employment. The
terms and conditions of this Plan shall not be deemed to constitute a contract of employment between the Plan Sponsor and the Participant.
Nothing in this Plan shall be deemed to give a Participant the right to be retained in the service of the Plan Sponsor as an employee
or otherwise or to interfere with the right of the Plan Sponsor to discipline or discharge the Participant at any time.


 


10.4Unclaimed Benefits. In the case
that the Plan Administrator is unable to locate the Participant or Beneficiary to whom a benefit is payable, such Plan benefit
shall be forfeited to the Plan Sponsor upon the Plan Administrator's determination. Notwithstanding the foregoing, payment may
be made to a Participant, and that payment will be treated as made upon the date specified under the Plan, if the Participant provides
notice to the Plan Sponsor within ninety (90) days of the latest date upon which the payment could have been timely made in accordance
with the terms of the Plan and Section 409A, and if not paid, if the Participant takes further enforcement measures within one-hundred
eighty (180) days after such latest date.


 


10.5Governing Law. Subject to ERISA,
the provisions of this Plan shall be construed and interpreted according to the internal laws of the State of Maryland without
regard to its conflicts of laws principles.


 


10.6Notice. Any notice, consent or
demand required or permitted to be given under the provisions of this Plan shall be in writing and shall be signed by the party
giving or making the same. If such notice, consent, or demand is mailed, it shall be sent by United States certified mail, postage
prepaid, addressed to the addressee's last known address as shown on the records of the Plan Sponsor. The date of such mailing
shall be deemed the date of notice consent or demand. Any person may change the address to which notice is to be sent by giving
notice of the change of address in the manner aforesaid.


 


10.7Coordination with Other Benefits.
The benefits provided for a Participant and Participant's Beneficiary under this Plan are in addition to any other benefits available
to such Participant under any other plan or program for employees of the Plan Sponsor. This Plan shall supplement and shall not
supersede, modify, or amend any other such plan or program except as may otherwise be expressly provided herein.


 




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10.8Compliance. A Participant
shall have no right to receive payment with respect to the Participant's Accrued Benefit until all legal and contractual obligations
of the Plan Sponsor relating to establishment of the Plan and the making of such payments shall have been complied with in fall.


 


10.9Compliance with Section 409A
and Authoritative Guidance. Notwithstanding anything in this Plan to the contrary, all provisions of this Plan, including but not
limited to the definitions of terms, elections to defer, and distributions, shall be made in accordance with and shall comply with
Section 409A and any authoritative guidance. The Plan Sponsor will amend the terms of this Plan retroactively, if necessary, to
the extent required to comply with Section 409A and any authoritative guidance. No election made by a Participant hereunder, and
no change made by a Participant to a previous election, shall be accepted by the Plan Sponsor if the Plan Sponsor determines that
acceptance of such election or change could violate any of the requirements of Section 409A or the authoritative guidance. This
Plan and any accompanying forms shall be interpreted in accordance with, and incorporate the terms and conditions required by,
Section 409A and the authoritative guidance, including, without limitation, any such Treasury Regulations or other guidance that
may be issued after the date hereof.


 


IN WITNESS WHEREOF, the Plan Sponsor
has signed this Plan document as of the Effective Date.


 


	WITNESS:	 	FOR THE PLAN SPONSOR
	 	 	 
	/s/ Felicia C. Norris	 	/s/ Michael L. Middleton
	(third party witness)	 	(signature of Bank officer other than
	Participant)	 	 
	 	 	 
	Felicia C. Norris	 	Michael L. Middleton
	(print name)	 	(print name)
	 	 	 
	DATE:	 	PARTICIPANT:
	 	 	 
	12/18/2014	 	/s/ William Pasenelli
	 	 	William Pasenelli


 




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