Supplemental Executive Retirement Plan



 Exhibit 10.17 
 MONARCH BANK 
 SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN 

Effective January 1, 2008 







 MONARCH BANK 
 SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN 
 1. Purpose and Effective
Date. The purpose of the Monarch Bank Supplemental Executive Retirement Plan (the “Plan”) is to attract and retain the services of executive employees whose judgment, abilities and experience contribute to the financial success of the
Monarch Bank (the “Bank”). The Plan is intended to be a non-qualified deferred compensation plan within the meaning of Internal Revenue Code Section 409A and an arrangement exempt from the participation, funding and fiduciary
responsibility provisions of the Employee Retirement Income Security Act of 1974, as amended. The Bank has determined that the benefits to be paid to Participants under this Plan constitute reasonable compensation for the services rendered and to be
rendered by the Participants. 
 The effective date of this Plan is January 1, 2008. 

2. Definitions. 
 (a) Accrued Benefit. The vested portion of a Participant’s Normal Retirement Benefit, determined in accordance with Plan Section 5, as of the date the Participant separates from
service with the Bank. 
 (b) Bank. Monarch Bank, a Virginia state chartered bank. 

(c) Beneficiary. The person, persons, or entity designated by the Participant to receive his or her benefits
under the Plan in a writing filed with the Bank on a form provided by the Bank for purposes of the Plan or a writing acceptable to the Board. If the Participant fails to make a designation or if the person designated does not survive, the
Beneficiary shall be the Participant’s estate. 
 (d) Board. The Board of Directors of Monarch
Bank. 
 (e) Cause. For purposes of this Plan, Cause has the same meaning given to that term in the
Change in Control Agreement between a Participant and the Bank. If there is no Change in Control Agreement in effect, “Cause” means (i) gross incompetence, gross negligence, willful misconduct in office or breach of a material
fiduciary duty owed to Monarch or any affiliated company; (ii) conviction of a felony or a crime of moral turpitude (or a plea of nolo contendere thereto) or commission of an act of embezzlement or fraud against Monarch or any affiliated
company; (iii) any material breach by Employee of a material term of this Agreement, including, without limitation, material failure to perform a substantial portion of his duties and responsibilities hereunder; or (iv) deliberate
dishonesty of Employee with respect to Monarch or any affiliated company. 







 (f) Change in Control Event. A change in the
(i) ownership of the Bank, (ii) effective control of the Bank, or (iii) substantial ownership of the assets of the Bank that qualifies as a “Change in Control Event” for purposes of Code Section 409A pursuant to
regulations and guidance issued by the Internal Revenue Service. 
 (g) Code. The Internal Revenue
Code of 1986, as amended. A reference to a Code Section is intended to include regulations and guidance published by the Internal Revenue Service under such Section. 

(h) Disabled or Disability. A condition where the Participant (i) is unable 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 12 months, or (ii) 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 12 months, receiving income replacement benefits for a period of not less than 3
months under an accident and health plan covering employees of the Bank. The Board, in its sole discretion, shall determine whether a Participant has incurred a Disability in accordance with Code Section 409A and its determination shall be
binding for purposes of this Plan. 
 (i) Key Employee. Any Participant who is a Key Employee as
defined in Code Section 416(i) without regard to paragraph (5) thereof provided that the Bank is publicly traded on an established securities market or otherwise at the relevant time. 

(j) Normal Retirement Benefit. The “Normal Retirement Benefit” shall be the annual benefit set
forth in a Schedule A for each Participant payable in the form described in Section 6(b) below. 
 (k)
Normal Retirement Date. The first day of the month immediately following the date the Participant attains age sixty-five (65). 
 (l) Participant. An executive of the Bank who has been selected by the Board to participate in the Plan pursuant to Plan Section 3. 

3. Eligibility and Participation. Executive employees of the Bank who are part of a group considered by the Bank to constitute a
select group of management or highly compensated employees are eligible to participate in the Plan. The Board shall select Participants. The Board, in its sole discretion, may terminate an employee’s participation at any time unless the
Participant or his or her Beneficiary is receiving payment of Plan benefits. 
 4. Administration and Claims Procedure.
This Plan is administered by the Board. Subject to the Plan’s provisions, the Board may adopt rules and regulations necessary to carry out the Plan’s purposes. The Board shall have complete discretion to select individuals to
participate in the Plan, to terminate any Participant’s participation and to take all other actions permitted or required by the Plan. If for any reason a benefit due under this Plan 

  
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is not paid when due, the individual entitled to such benefit may file a written claim with the Board. If the claim is denied or no response is received within ninety (90) days (in which
case the claim will be deemed to have been denied), the individual may appeal the denial to the Board within sixty (60) days of the denial. In pursuing an appeal, an individual may request that a responsible officer of the Bank may review the
denial, may review pertinent documents, and may submit issues and comments in writing. A decision on appeal will be made within sixty (60) days after the appeal is made, unless special circumstances require the Board to extend the period for
another sixty (60) days. 
 5. Vesting. 

(a) Vesting Service. Subject to subsection (b) below, a Participant’s vested Accrued Benefit shall
be determined as of the date the Participant separates from service as an employee of the Bank for any reason other than the Participant’s death. A Participant who terminates employment prior to Retirement shall be entitled to the Normal
Retirement Benefit described in “Schedule A” multiplied by a percentage which corresponds to the Participant’s attained age on the date of termination of employment. 

If the Participant’s employment terminates for any reason other than death prior to becoming vested in any portion of
his Accrued Benefit, the Participant’s vested Accrued Benefit shall be zero (-0-) and the Participant shall forfeit any rights to deferred compensation benefits under this Plan. 

(b) Acceleration of Vesting. The Board, in its sole discretion, may accelerate the vesting of a
Participant’s Accrued Benefit, in whole or in part, for any reason. 
 (c) Forfeiture Events.
Notwithstanding the foregoing, a Participant shall forfeit the right to payment of any and all benefits, both vested and unvested, under this under this Plan if the Participant’s employment with the Bank is terminated for Cause. The forfeiture
shall occur as of the date of the misconduct. 
 6. Time and Form of Benefit Payments. 

(a) In General. A Participant’s benefit under this Plan shall begin to be distributed, in the form
specified below, upon the earliest of the following events to occur: 
  

	 	(i)	the Participant’s Normal Retirement Date; 

  

	 	(ii)	the date of the Participant’s separation from service with the Bank, except as otherwise provided in (c) below; 


 

	 	(iii)	the date the Participant becomes Disabled; 


  
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	 	(iv)	a Change in Control Event; or 

  

	 	(v)	the Participant’s death. 

 (b) Payment at Normal Retirement. A Participant’s Normal Retirement Benefit shall become due and payable on the first day of the month coinciding with or next following the
Participant’s Normal Retirement Date. The Participant’s benefit shall be paid in ten (10) equal annual installments at an amount specified by the Board and set forth in a Schedule A for each Participant. After the first installment,
each subsequent annual installment payment will be made no later than January 31 each year. 
 (c)
Payment upon Separation From Service. If a Participant separates from service prior to his or her Normal Retirement Date for any reason other than death, but including a separation on account of the Participant’s Disability, the
Participant’s vested Accrued Benefit shall be determined as of the date of separation. A Participant’s vested Accrued Benefit shall become due and payable on the first day of the third month coinciding with or next following the
Participant’s separation from service. If the Participant is a Key Employee, then such Participant’s benefit under this Plan shall not be distributed earlier than the date which is 6 months after the date of separation from service (or, if
earlier, the date of death of the Participant). 
 (d) Payment After a Change in Control Event. If
a Participant separates from service with the Bank within 36 months following a Change in Control Event, then the Participant shall become fully vested in his Normal Retirement Benefit. Participant’s Normal Retirement Benefit shall be paid to
the Participant in a single lump sum payment (as determined by an actuary selected by the Board using an interest rate discount factor of six percent (6%)) no later than the first day of the second month following the month in which the
Participant’s separation from service occurs. 
 (e) Death Benefit.
(1) Post-Retirement. If a Participant dies on or after his or her Normal Retirement Date and before any or all of his vested Accrued Benefit under this Plan has been distributed, any remaining payments due to the Participant shall
be made to the Participant’s Beneficiary in equal annual installments. Payments will begin as soon as administratively practicable after the Bank is notified of the Participant’s death and receives a copy of a certified death certificate.
Each annual installment payment will be made no later than January 31 each year. 
 (2)
Pre-Retirement. If a Participant dies before his or her Normal Retirement Date, Participant’s Beneficiary shall become fully vested in the present value of the Participant’s Normal Retirement Benefit determined as of the date
of death using an interest rate discount factor of six percent (6%). The death benefit shall be paid to the Participant’s Beneficiary in single lump sum payment. Payments will begin as soon as administratively practicable after the Bank is
notified of the Participant’s death and receives a copy of a certified death certificate but not later than the first day of the third month following the date of Participant’s death. 

  
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 7. Funding. This Plan is unfunded. Any benefit under this Plan is a mere contractual
obligation of the Bank. A Participant and his Beneficiary have no right, title, or interest in the Normal Retirement Benefit or any claim against it. Nothing contained in the Plan and no action taken pursuant to the provisions of the Plan shall
create or be construed to create a trust of any kind or a fiduciary relationship between the Bank and a Participant or his Beneficiary or any other person. To the extent a Participant acquires a right to receive payments from the Bank under the
Plan, such rights shall be no greater than the right of any general unsecured creditor of the Bank. 
 8. Amendment. The
Board may amend this Plan at any time, provided that no amendment shall affect the rights of a Participant or Beneficiary with respect to the Participant’s vested Accrued Benefit as of the date of the amendment, nor shall any such amendment
have the effect of accelerating the timing of payments under Section 6, unless this is approved by the Participant and in the case of the Participant’s death, his Beneficiary. 

9. Arbitration. Except for injunctive relief sought to enforce an ongoing violation resulting in irreparable harm, any dispute
arising hereunder shall be settled or resolved exclusively by mediation and/or arbitration conducted in accordance with the rules of the American Arbitration Association then in effect. If arbitration is used, the arbitrator shall not have the
authority to modify this Agreement or to award punitive damages. The arbitration shall occur at a mutually convenient location or if none can be agreed upon, in the City of Chesapeake, Virginia. The arbitrator’s decision shall be final and
enforceable by a court of competent jurisdiction. 
 10. General Provisions. 

(a) Restrictions on Transfer. Benefits to which a Participant or Beneficiary may become entitled under this
Plan are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or charge, and any attempt to do so is void. Benefits are not subject to attachment or legal process for the debts, contracts,
liabilities, engagements, or torts of a Participant or Beneficiary. This Plan does not give a Participant or Beneficiary any interest, lien, or claim against any specific asset of the Bank. Participants and their Beneficiaries have only the rights
of general creditors of the Bank. 
 (b) Assignments. A Participant’s interest in a benefit
under this Plan is not assignable by the Participant or his Beneficiary. The Bank may assign its responsibilities and obligations under the Plan to a successor or other entity with notice to Participants or Beneficiaries. 

(c) Governing Law. This Plan is construed and administered in accordance with Code Section 409A and
governed by the laws of the Commonwealth of Virginia, 

  
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except to the extent such laws are preempted by Code Section 409A or other applicable federal law. Any provision of this Plan that violates or conflicts with Code Section 409A, or
regulations or guidance issued thereunder, shall be null and void. 
 (d) Validity. If any
provision of this Plan is not valid or enforceable, that invalidity or enforceability shall not affect the remaining provisions. 
 (e) Employment Rights. This Plan shall not be construed as a contract of employment and does not confer upon a Participant the right to continue in the employ of the Bank for any length of
time or in any manner alter the terms of any Participant’s employment set forth in any employment agreement to which the Bank and the Participant are or may in the future be parties. 

(f) Tax Matters. The Bank does not represent or guarantee that any particular federal, state or local income
or payroll tax consequence will result to any Participant under this Plan. The Bank shall have the right to withhold from any benefit payments to any Participant under this Plan or take other actions necessary to satisfy the Bank’s obligation
to withhold federal, state and local income and payroll taxes, but shall not withhold any funds unless obligated by law or court order. 
 (g) Notice. All notices and other communications required or permitted to be given under this Plan shall be in writing and shall be deemed to have been duly given if delivered personally,
electronically or mailed first class, postage prepaid as follows: (i) if to the Bank - at its principal business address to the attention of the President and Chief Executive Officer; (ii) if to any Participant - at the last address of the
Participant known to the sender at the time the notice or other communication is sent. 
 (h) Binding upon
Successors and Assigns. The provisions of this Plan shall be binding upon the Participant and the Bank and their successor, assigns, heirs, executors and beneficiaries. 

IN WITNESS WHEREOF, the Bank has caused this Plan to be executed this 1st day of January, 2008 by its duly authorized officer. 

 

			
	MONARCH BANK
		
	By:	 	 /s/ William F. Rountree, Jr

		
	Title:	 	 Chief Executive Officer




  
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 Schedule “A” 
 TO MONARCH BANK 
 SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN 

The undersigned acknowledges that he has carefully read the attached Monarch Bank Supplemental Executive Retirement Agreement dated
January 1, 2008, and the undersigned, and agrees to the following terms and conditions stated therein naming him as a Participant under Section 3 of the Plan effective January 1, 2008 with a Normal Retirement Benefit of $30,000 under
Section 6(b) of the Plan. Participant shall vest in his Normal Retirement Benefit in accordance with the following vesting schedule: 
  

					
	Vesting Date	  	Vesting Percentage	 
	 12/31/2008
	  	 	10	% 
	 12/31/2009
	  	 	20	% 
	 12/31/2010
	  	 	30	% 
	 12/31/2011
	  	 	40	% 
	 12/31/2012
	  	 	50	% 
	 12/31/2013
	  	 	60	% 
	 12/31/2014
	  	 	70	% 
	 12/31/2015
	  	 	80	% 
	 12/31/2016
	  	 	90	% 
	 12/31/2017
	  	 	100	% 

  

							
	 /s/ Edward O. Yoder
	 		 	 December 31, 2007

	Edward O. Yoder	 		 	Date
			
	Witness:	 		 	
			
	Administrator	 		 	
				
	By:	 	 /s/ William F. Rountree, Jr
	 		 	 December 31, 2007

		 		 		 	Date
	Title:	 	 Chief Executive Officer