ex10-1.htm


     

    


    Exhibit
      10.1

    


    SUSSEX
      BANK EXECUTIVE INCENTIVE AND DEFERRED COMPENSATION PLAN

    AMENDMENT
      #1

    


    


    Pursuant
      to Section 11.2 of the SUSSEX BANK EXECUTIVE INCENTIVE AND DEFERRED COMPENSATION
      PLAN (“Plan”), the following amendment is hereby made a part of said
      Plan.

    


    Section
      1.10 shall be deleted and the following new Section 1.10 shall be inserted
      in
      its place,

    


    “Disability
      means (a) the Participant’s inability to engage in any substantial gainful
      activity by reason of any medically determinable physical or mental impairment
      which can be expected to result in death or can be expected to last for a
      continuous period of not less than twelve (12) months; or (b) if the Participant
      is, by reason of any medically determinable physical or mental impairment which
      can be expected to result in death or can be expected to last for a continuous
      period of not less than twelve (12) months, receiving income replacement
      benefits for a period of not less than three (3) months under an accident and
      health plan covering employees of the Company.  Medical determination
      of Disability may be made by either the Social Security Administration or by
      the
      provider of an accident or health plan covering employees of the
      Company.  Upon the request of the Plan Administrator, the Participant
      must submit proof to the Plan Administrator of the Social Security
      Administration’s or the provider’s determination.”

    


    Section
      1.21 shall be amended by adding the phrase, “of the Company or of Sussex
      Bancorp” following the word “employee” in the first and last sentences
      thereof.

    


    Sections
      1.27, 1.28 and 1.29 shall be renumbered as “1.28, 1.29 and 1.30” respectively
      and a new Section 1.27 shall be added and shall read, as follows,

    


    “1.27           “Specified
      Employee” means a key employee (as defined in section 416(i) of the Code without
      regard to paragraph (5) thereof) of a corporation any stock in which is publicly
      traded on an established securities market or otherwise.”

    


    Section
      2.1 shall be amended by adding the phrase, “or of Sussex Bancorp” following the
      word “Company” in the first sentence thereof.

    


    Section
      5.5 shall be amended by adding to the end thereof the following, “,plus amounts
      necessary to pay taxes reasonably anticipated as a result of the distribution,
      after taking into account the extent to which such hardship is or may be
      relieved through reimbursement or compensation by insurance or otherwise or
      by
      liquidation of the Participant’s assets (to the extent the liquidation of such
      assets would not itself cause severe financial hardship).”

    


    A
      new
      section 5.6 shall be added and shall read,
“5.6  Rules Limiting Payment of
      Benefits.

    


    5.6.1           Specified
      Employees.  In the case of a Specified Employee, payment of
      benefits under Sections 5.1, 5.2 or 5.3 shall not be made before the date which
      is 6 months after the date of separation from service (or, if earlier, the
      date
      of death of the Specified Employee).

    


    5.6.2           Acceleration
      of Benefits.  Benefits payable under Plan shall not be
      accelerated, except as provided under Sections 5.3, 5.4, 5.5 and Article
      6.

    


    Section
      11.1 shall be amended by renumbering section 11.1 as “11.1.1”, titling it “Plan
      Termination” and by adding a new section 11.1.2 which shall read,

    


    “11.1.2  Aggregation
      of Plans.  Distributions made as a result of Plan termination
      shall be made only if the Company terminates and liquidates all agreements,
      methods, programs, and other arrangements sponsored by the Company that would
      be
      aggregated with any terminated and liquidated agreements, methods, programs
      and
      other arrangements under Treasury Regulation section 1.409A-1(c), if the
      Participant had deferrals of compensation under all of the agreements, methods,
      programs and other arrangements that are terminated and
      liquidated.  No payments in liquidation of the Plan shall be made
      within 12 months of the date the Company takes all necessary action to
      irrevocably terminate and liquidate the Plan, other than payments that would
      be
      payable under the terms of the Plan if the action to terminate and liquidate
      the
      Plan had not occurred.  All payments shall be made within 24 months of
      the date the Company takes all necessary action to irrevocably terminate and
      liquidate the Plan; and the Company does not adopt a new plan that would



    
      
         

      

      
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    be
      aggregated with any terminated and liquidated plan under Treasury Regulation
      section 1.409A-1(c), if the Company participated in both plans, at any time
      within three years following the date the Company takes all necessary action
      to
      irrevocably terminate and liquidate the Plan.”

    


    


    IN
      WITNESS WHEREOF, the Company has signed this Plan amendment as of the 17th
      day
      of October, 2007.

    


    


    


    
      	 	
              SussexBank

            
	 	
              By:
                /s/Mark J. Hontz

            
	 	
              MARK
                J. HONTZ

            
	 	
              Chairman
                – Compensation Committee

            


    

     

     

    
 

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