Exhibit 10.9


 


EXECUTION COPY


 


AMENDMENT NO. 1 TO THE


DEFERRED INCOME AGREEMENT


WITH DEAN H. HESS


 


This AMENDMENT NO. 1 (this
“Amendment”) to the deferred income agreement between Jacksonville Savings Bank (the “Bank”)
and Dean H. Hess is hereby entered on January 17, 2018.


 


WHEREAS, Chapin
State Bank, the predecessor to the Bank, entered into a deferred compensation agreement with Mr. Hess on July 1, 1982 (the “Agreement”);
and


 


WHEREAS, the Bank
is a wholly-owned subsidiary of Jacksonville Bancorp, Inc. (“Jacksonville”); and


 


WHEREAS, Jacksonville,
CNB Bank Shares, Inc. and CNB Acquisitions, Inc. have entered into an Agreement and Plan of Merger dated as of January 17, 2018
(the “Merger Agreement”); and


 


WHEREAS, following
the completion of the transactions contemplated by the Merger Agreement (the “Merger”), the Agreement shall
be assumed by any successor to the Bank pursuant to the terms of the Agreement as amended by this Amendment.


 


NOW, THEREFORE,
in consideration of the premises, the mutual agreements herein set forth and such other consideration the sufficiency of which
is hereby acknowledged, the Agreement is hereby amended as follows:


 


1.          Amendment
to Section 4 of the Agreement. The following sentence is hereby added to the end of Section 4 to read as follows:


 


“Notwithstanding
the foregoing, the Director shall not be deemed to have a termination of service for purposes of this Agreement unless the Director
has a “separation from service” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended
(the “Code”) and the regulations promulgated thereunder.”


 


2.          New
Section 16 of the Agreement. Section 16 is hereby added to the Agreement to read as follows:


 


“16.      No
Acceleration of Benefit Payments. No acceleration of the time or schedule of any payment may be made pursuant to this Agreement,
unless both written consent is received from the Director and such earlier distribution does not result in adverse tax consequences
under Section 409A of the Code.”


 


3.          Capitalized
Terms. Capitalized terms herein shall have the meanings ascribed to them in the Agreement except as otherwise expressly
provided in this Amendment.


 


4.          Effect
of Amendment. Except and to the extent modified by this Amendment, the provisions of the Agreement shall remain in full
force and effect and are hereby incorporated into and made a part of this Amendment.


 




    	 	 	 



     


    

  


5.          Effective
Date. This Amendment shall become effective on the date on which the Effective Time occurs. In the event the Merger Agreement
is terminated by the parties thereto without the transactions contemplated thereby having been consummated, this Amendment shall
be deemed null and void ab initio.


 


[Signature Page Follows]


 




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IN WITNESS WHEREOF, the parties below
have executed this Amendment as of the date first written above.


 


	 	JACKSONVILLE SAVINGS BANK
	 	 	 
	 	By:	/s/ Richard A. Foss
	 	Name:	Richard A. Foss
	 	Title:	President and CEO
	 	 	 
	 	DIRECTOR
	 	 	 
	 	/s/ Dean H. Hess
	 	Dean H. Hess


 








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