Exhibit 10.3


 


EXECUTION COPY


 


First
Amendment of


Jacksonville
Savings Bank


Two-Year
Change in Control Agreement


for
Diana Tone


 


This First Amendment (the
“First Amendment”) of the Jacksonville Savings Bank Two-Year Change in Control Agreement for Diana Tone is made
and entered into as of January 17, 2018 (the “Effective Date”), by and between Jacksonville Savings
Bank (the “Bank”), Diana Tone (the “Executive”), and CNB Bank Shares, Inc. (“CNB”)
and CNB Bank & Trust, N.A. (“CNB Bank” and together with the Bank, CNB and the Executive, the “Parties”).


 


Recitals


 


A.           The
Bank is a wholly-owned subsidiary of Jacksonville Bancorp, Inc. (“Jacksonville”).


 


B.           Jacksonville
and CNB have entered into that certain Agreement and Plan of Merger among CNB Bank Shares, Inc., Jacksonville Bancorp, Inc. and
CNB Acquisition, Inc. dated as of January 17, 2018 (the “Merger Agreement”).


 


C.           The
Bank and the Executive previously entered into that certain Jacksonville Savings Bank Two-Year Change in Control Agreement for
Diana Tone (the “Change in Control Agreement”).


 


D.           Pursuant
to Section 8 of the Change in Control Agreement, the Change in Control Agreement may be amended by written agreement signed by
the Bank and the Executive.


 


E.           In
connection with the transactions contemplated by the Merger Agreement, the Parties desire to continue the Executive’s employment
pursuant to the terms of the Change in Control Agreement as amended by this First Amendment.


 


Agreement


 


In consideration of the
foregoing and the mutual promises and covenants of the Parties set forth in this Amendment, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby expressly agree
as follows:


 


1.           This
First Amendment shall be contingent on the closing of the merger transaction contemplated in the Merger Agreement (the “Merger”).
If the Merger does not occur for any reason, this First Amendment will be null and void as of the date of the public announcement
of the cancellation of the intent to complete the Merger.


 


2.           The
Parties acknowledge that the Merger shall constitute a Change in Control as defined under Section 2(a) of the Change in Control
Agreement.


 


3.           The
existing final sentence of Section 1 of the Change in Control Agreement shall be deleted and replaced with the following new sentences:


 


“Notwithstanding
the foregoing, in the event of a ‘Change in Control’ as defined herein, this Agreement shall automatically renew for
a term of 24 months following the effective date of such Change in Control, and shall then expire and be of no further force or
effect. If Executive’s employment terminates for any reason following the expiration of this Agreement pursuant to the preceding
sentence, Executive shall not be entitled to any payments or benefits hereunder.”


 




    	 	 	 



     


    

  


4.           Section
2(b) of the Change in Control Agreement shall be deleted and replaced with the following:


 


“(b)        Good
Reason. For purposes of this Agreement, “Good Reason” shall mean a termination by Executive following a Change in Control
if, without Executive’s express written consent, any of the following occurs during the term of the Agreement:


 


(i)           failure
to appoint Executive to the New Position (as defined below) immediately following the consummation of the Merger or immediately
following the consummation of the merger of the Bank into CNB Bank;


 


(ii)          any
reduction in base salary in effect immediately prior to the Change in Control, or a material reduction in the employee benefits
provided to Executive in effect immediately following the Change in Control, other than an across-the-board reduction or change
that is applicable to all similarly-situated employees;


 


(iii)         a
material change to Executive’s New Position to become one of lesser responsibility, importance or scope;


 


(iv)         a
relocation of Executive’s principal place of employment by more than 30 miles from its location in effect immediately prior
to the Change in Control;


 


(v)          a
liquidation or dissolution of the Company or the Bank other than liquidations or dissolutions that are caused by reorganizations
that do not affect the status of Executive; or


 


(vi)         any
other breach of this Agreement by the Bank.


 


provided, however, that prior to any
termination of employment for Good Reason, Executive must first provide written notice to the Bank (or its successor) within 60
days following the initial existence of the condition, describing the existence of such condition, and the Bank shall thereafter
have the right to remedy the condition within 30 days of the date the Bank received the written notice from Executive, unless the
Bank waives the cure period. If the Bank remedies the condition within such 30-day cure period, then no Good Reason shall be deemed
to exist with respect to such condition. If the Bank does not remedy the condition within such 30-day cure period, then Executive
may deliver a Notice of Termination (as defined in Section 4 hereof) for Good Reason at any time within 60 days following the expiration
of such cure period, or earlier if the Bank waived the cure period.


 




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Notwithstanding the foregoing, the
parties agree that following the consummation of the transactions contemplated by that certain Agreement and Plan of Merger among
CNB Bank Shares, Inc., Jacksonville Bancorp, Inc. and CNB Acquisition, Inc. dated as of January 17, 2018 (the ‘Merger
Agreement’), Executive’s new title with the surviving organization shall be Chief Financial Officer of the Bank,
and immediately following the consummation of the merger of the Bank with and into CNB Bank, Chief Financial Officer of CNB Bank
and CNB or a substantially similar, but not lesser, title and Executive’s new duties shall be commensurate with such new
title (the ‘New Position’). Executive acknowledges and agrees that Executive is voluntarily agreeing to the
New Position and further acknowledges and agrees that the New Position will not give rise to Good Reason for purposes of this Agreement.”


 


5.           CNB
Bank shall assume and agreed to perform the Bank’s obligations under the Change in Control Agreement immediately following
the consummation of the Merger.


 


6.           For
the sole purpose of agreeing to the New Position, CNB Bank Shares, Inc. will become a party to this Agreement.


 


7.           In
all other respects, the Change in Control Agreement shall remain unchanged and in full force and effect.


 


[Signature page follows.]


 




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In witness whereof, the
Bank, CNB Bank and CNB. have caused this First Amendment to be executed in their names and on behalf of each, and the Executive
acknowledges understanding and acceptance of, and agrees to, the terms of this First Amendment, all as of the Effective Date.


 


	 	Jacksonville Savings Bank
	 	 	 
	 	By:	/s/ Richard A. Foss


 


	 	Print Name:	Richard A. Foss


 


	 	Title:	President and Chief Executive Officer


 


	 	Diana Tone
	 	 
	 	/s/ Diana Tone


 


	 	CNB Bank & Trust, N.A.
	 	 	 
	 	By:	/s/ Shawn L. Davis


 


	 	Print Name: 	Shawn L. Davis


 


	 	Title: 	President and Chief Executive Officer


 


	 	CNB Bank Shares, Inc.
	 	 	 
	 	By: 	/s/ James T. Ashworth


 


	 	Print Name: 	James T. Ashworth


 


	 	Title: 	President


 








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