Exhibit 10.2 Salary Continuation Agreement with William
R. Kitchen


 


Salary continuation Agreement


This Salary Continuation
Agreement (the “Agreement”) by and between Valley Business Bank, a California corporation (hereinafter referred to
as the “Employer”), and Bill Kitchen (hereinafter referred to as the “Executive”), effective as of the
16th day of November, 2011, formalizes the agreements and understanding between the Employer and the Executive.


WITNESSETH:


WHEREAS, the Executive
is employed by the Employer;


WHEREAS, the Employer
recognizes the valuable services the Executive has performed for the Employer and wishes to encourage the Executive’s continued
employment and to provide the Executive with additional incentive to achieve corporate objectives;


WHEREAS, the Employer
wishes to provide the terms and conditions upon which the Employer shall pay additional retirement benefits to the Executive;


WHEREAS, the Employer
and the Executive intend this Agreement shall at all times be administered and interpreted in compliance with Code Section 409A;
and


WHEREAS, the Employer
intends this Agreement shall at all times be administered and interpreted in such a manner as to constitute an unfunded nonqualified
deferred compensation arrangement, maintained primarily to provide supplemental retirement benefits for the Executive, a member
of select group of management or highly compensated employee of the Employer;


NOW THEREFORE, in
consideration of the premises and of the mutual promises herein contained, the Employer and the Executive agree as follows:


ARTICLE 1


DEFINITIONS


For the purpose
of this Agreement, the following phrases or terms shall have the indicated meanings:


1.1             
“Accrued Benefit” means the dollar value of the liability that should be accrued by the Employer, under Generally
Accepted Accounting Principles, for the Employer’s obligation to the Executive under this Agreement, calculated by applying
by applying Accounting Standards Codification 710-10 and the Discount Rate.


1.2             
“Administrator” means the Board or its designee.


1.3             
“Affiliate” means any business entity with whom the Employer would be considered a single employer under Code
Section 414(b) and 414(c). Such term shall be interpreted in a manner consistent with the definition of “service recipient”
contained in Code Section 409A.


1.4             
“Board” means the Board of Directors of the Employer.


1.5             
“Cause” means any of the following acts or circumstances: gross negligence or gross neglect of duties to the
Employer; conviction of a felony or of a gross misdemeanor involving moral


 



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1.6             
turpitude in connection with the Executive’s employment with the Employer; or fraud, disloyalty, dishonesty or willful
violation of any law or significant Employer policy committed in connection with the Executive's employment and resulting in a
material adverse effect on the Employer.


1.7             
“Change in Control” means a change in the ownership or effective control of the Employer, or in the ownership
of a substantial portion of the assets of the Employer, as such change is defined in Code Section 409A and regulations thereunder.


1.8             
“Claimant” means a person who believes that he or she is being denied a benefit to which he or she is entitled
hereunder.


1.9             
“Code” means the Internal Revenue Code of 1986, as amended.


1.10         
“Disability” means a condition of the Executive whereby the Executive 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 Employer. The Administrator will determine whether the Executive has incurred a Disability
based on its own good faith determination and may require the Executive to submit to reasonable physical and mental examinations
for this purpose. The Executive will also be deemed to have incurred a Disability if determined to be totally disabled by the Social
Security Administration or in accordance with a disability insurance program, provided that the definition of disability applied
under such disability insurance program complies with the initial sentence of this Section.


1.11         
“Discount Rate” means the rate used by the Administrator for determining the Accrued Benefit. The initial Discount
Rate is six per cent (6%). The Administrator may adjust the Discount Rate to maintain the rate within reasonable standards according
to Generally Accepted Accounting Principles and applicable bank regulatory guidance.


1.12         
“Early Retirement” means Separation from Service after Early Retirement Age and before Normal Retirement Age.


1.13         
 “Early Retirement Age” means the date the Executive attains age sixty-six (66).


1.14         
“Early Involuntary Termination” means that the Executive, prior to Early Retirement Age, experiences a Separation
from Service, following receipt of a written notification from the Employer that such Separation from Service has occurred for
reasons other than Cause, Disability, Early Voluntary Termination, or within twenty-four (24) months following a Change in Control.


1.15         
“Early Voluntary Termination” means that the Executive, prior to Early Retirement Age, experiences a Separation
from Service for reasons other than Cause, Disability, Early Involuntary Termination, or within twenty-four (24) months following
a Change in Control.


1.16         
“Effective Date” means November 16th, 2011.


1.17         
“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.


1.18         
“Normal Retirement Age” means the date the Executive attains age sixty-eight (68).


1.19         
“Plan Year” means each twelve (12) month period commencing on January 1 and ending on December 31 of each year.
The initial Plan Year shall commence on the Effective Date and end on the following December 31.


 


 



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1.20         
“Separation from Service” means a termination of the Executive’s employment with the Employer and its
Affiliates for reasons other than death (or Disability occurring before the Executive reaches age sixty-five (65)). A Separation
from Service may occur as of a specified date for purposes of the Agreement even if the Executive continues to provide some services
for the Employer or its Affiliates after that date, provided that the facts and circumstances indicate that the Employer and the
Executive reasonably anticipated at that date that either no further services would be performed after that date, or that the level
of bona fide services the Executive would perform after such date (whether as an employee or as an independent contractor) would
permanently decrease to no more than twenty percent (20%) of the average level of bona fide services performed over the immediately
preceding thirty-six (36) month period (or the full period during which the Executive performed services for the Employer, if that
is less than thirty-six (36) months). A Separation from Service will not be deemed to have occurred while the Executive is on military
leave, sick leave, or other bona fide leave of absence if the period of such leave does not exceed six (6) months or, if longer,
the period for which a statute or contract provides the Executive with the right to reemployment with the Employer. If the Executive’s
leave exceeds six (6) months but the Executive is not entitled to reemployment under a statute or contract, the Executive incurs
a Separation of Service on the next day following the expiration of such six (6) month period. In determining whether a Separation
of Service occurs the Administrator shall take into account, among other things, the definition of “service recipient”
and “employer” set forth in Treasury regulation §1.409A-1(h)(3). The Administrator shall have full and final authority,
to determine conclusively whether a Separation from Service occurs, and the date of such Separation from Service.


1.21         
“Specified Employee” means an individual that satisfies the definition of a “key employee” of the
Employer as such term is defined in Code §416(i) (without regard to Code §416(i)(5)), provided that the stock of the
Employer is publicly traded on an established securities market or otherwise, as defined in Code §1.897-1(m). If the Executive
is a key employee at any time during the twelve (12) months ending on December 31, the Executive is a Specified Employee for the
twelve (12) month period commencing on the first day of the following April.


 


ARTICLE 2


PAYMENT OF BENEFITS


2.1Normal Retirement
Benefit. Upon Separation from Service after Normal Retirement Age, the Employer shall pay the Executive an annual benefit in the
amount of Eighty Thousand Dollars ($80,000). The annual benefit will be paid in equal monthly installments commencing on the first
day of the month following Separation from Service and continuing for fifteen (15) years, subject to the conditions and limitations
hereinafter set forth.


2.2Early Retirement
Benefit. If Early Retirement occurs, the Employer shall pay the Executive the annual benefit determined according to the table
below. The annual benefit will be paid in equal monthly installments commencing on the first day of the month following Separation
from Service and continuing for fifteen (15) years.


	Executive’s Age at Separation from Service	Annual Benefit
	66	$50,000
	67	$62,000


 



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2.3Early Involuntary
Termination Benefit. If Early Involuntary Termination occurs, the Employer shall pay the Executive the Accrued Benefit in one hundred
eighty (180) equal monthly installments commencing on the first day of the month following Normal Retirement Age.


2.4No Benefit
for Early Voluntary Termination. If Early Voluntary Termination occurs, the Executive shall receive no benefit.


2.5Disability
Benefit. In the event the Executive suffers a Disability prior to age sixty-five (65) the Employer shall pay the Executive the
Accrued Benefit in one hundred eighty (180) equal monthly installments commencing on the first day of the month following the Executive’s
sixty-fifth (65th) birthday.


2.6Change in
Control Benefit. If a Change in Control occurs, followed within twenty-four (24) months by Separation from Service prior to Early
Retirement Age, the Employer shall pay the Accrued Benefit in one hundred eighty (180) equal monthly installments commencing on
the first day of the month following Separation from Service.


2.7Death Prior
to Commencement of Benefit Payments. In the event the Executive dies prior to Separation from Service, no benefit shall be paid
hereunder. The Employer may provide a benefit pursuant to a split dollar or other death benefit agreement.


2.8Death Subsequent
to Commencement of Benefit Payments. In the event the Executive dies while receiving payments, but prior to receiving all payments
due and owing hereunder, the Employer shall stop making payments hereunder.


2.9Termination
for Cause. If the Employer terminates the Executive’s employment for Cause, then the Executive shall not be entitled to any
benefits under the terms of this Agreement.


2.10Restriction
on Commencement of Distributions.  Notwithstanding any provision of this Agreement to the contrary, if the Executive is considered
a Specified Employee at the time of Separation from Service, the provisions of this Section shall govern all distributions hereunder.
Distributions which would otherwise be made to the Executive due to Separation from Service shall not be made during the first
six (6) months following Separation from Service. Rather, any distribution which would otherwise be paid to the Executive during
such period shall be accumulated and paid to the Executive in a lump sum on the first day of the seventh month following Separation
from Service, or if earlier, upon the Executive’s death. All subsequent distributions shall be paid as they would have had
this Section not applied.


2.11Acceleration
of Payments. Except as specifically permitted herein, no acceleration of the time or schedule of any payment may be made hereunder.
Notwithstanding the foregoing, payments may be accelerated, in accordance with the provisions of Treasury Regulation §1.409A-3(j)(4)
in the following circumstances: (i) as a result of certain domestic relations orders; (ii) in compliance with ethics agreements
with the federal government; (iii) in compliance with the ethics laws or conflicts of interest laws; (iv) in limited cashouts (but
not in excess of the limit under Code §402(g)(1)(B)); (v) to pay employment-related taxes; or (vi) to pay any taxes that may
become due at any time that the Agreement fails to meet the requirements of Code Section 409A.


 



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2.12Delays in
Payment by Employer. 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 Employer treats all payments to similarly situated Participants
on a reasonably consistent basis.


(a)Payments
subject to Code Section 162(m). If the Employer reasonably anticipates that the Employer’s deduction with respect to any
distribution under this Agreement would be limited or eliminated by application of Code Section 162(m), then to the extent deemed
necessary by the Employer to ensure that the entire amount of any distribution from this Agreement is deductible, the Employer
may delay payment of any amount that would otherwise be distributed under this Agreement. The delayed amounts shall be distributed
to the Executive at the earliest date the Employer reasonably anticipates that the deduction of the payment of the amount will
not be limited or eliminated by application of Code Section 162(m).


 


(b)Payments
that would violate Federal securities laws or other applicable law. A payment may be delayed where the Employer 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 Employer 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 of the Internal Revenue
Code is not treated as a violation of law.


 


(c)Solvency.
Notwithstanding the above, a payment may be delayed where the payment would jeopardize the ability of the Employer to continue
as a going concern.


2.13Treatment
of Payment as Made on Designated Payment Date. Any payment under this Agreement made after the required payment date shall be deemed
made on the required payment date provided that such 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) if Employer cannot calculate
the payment amount on account of administrative impracticality which is beyond the Executive’s control, the end of the first
calendar year which payment calculation is practicable; and (iv) if Employer does not have sufficient funds to make the payment
without jeopardizing the Employer’s solvency, in the first calendar year in which the Employer’s funds are sufficient
to make the payment.


2.14Facility
of Payment. If a distribution is to be made to a minor, or to a person who is otherwise incompetent, then the 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 Employer and the Administrator from further liability on account thereof.


2.15Excise Tax
Limitation. Notwithstanding any provision of this Agreement to the contrary, if any benefit payment hereunder would be treated
as an “excess parachute payment” under Code Section 280G, the Employer shall reduce such benefit payment to the extent
necessary to avoid treating such benefit payment as an excess parachute payment. The Executive shall be entitled to only the reduced
benefit and shall forfeit any amount over and above the reduced amount.


 


 



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2.16Changes in
Form of Timing of Benefit Payments. The Employer and the Executive may, subject to the terms hereof, amend this Agreement to delay
the timing or change the form of payments. Any such amendment:


(a)must take
effect not less than twelve (12) months after the amendment is made;


(b)must,
for benefits distributable due solely to the arrival of a specified date, or on account of Separation from Service or Change in
Control, delay the commencement of distributions for a minimum of five (5) years from the date the first distribution was originally
scheduled to be made;


(c)must,
for benefits distributable due solely to the arrival of a specified date, be made not less than twelve (12) months before distribution
is scheduled to begin; and


(d)may
not accelerate the time or schedule of any distribution.


ARTICLE 3


ADMINISTRATION


3.1Administrator
Duties. The Administrator shall be responsible for the management, operation, and administration of the Agreement. When making
a determination or calculation, the Administrator shall be entitled to rely on information furnished by the Employer or Executive.
No provision of this Agreement 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.


3.2Administrator
Authority. The Administrator shall enforce this Agreement in accordance with its terms, shall be charged with the general administration
of this Agreement, and shall have all powers necessary to accomplish its purposes. Such powers include, but are not limited to,
the following:


(a)To construe
and interpret the terms and provisions of this Agreement and to reconcile any inconsistency;


(b)To compute
and certify the amount payable to the Executive; 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 Agreement;


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


(e)To make
and publish such rules for the regulation of this Agreement and procedures for the administration of this Agreement so long as
no such rules or procedures are not inconsistent with the terms hereof;


(f)To administer
this Agreement’s claims procedures;


(g)To approve
the forms and procedures for use under this Agreement; and


(h)To
employ others, including actuaries, attorneys, accountants, independent fiduciaries, recordkeepers and administrative consultants,
to render advice or perform services with respect to the responsibilities of the Administrator under the Agreement.


3.3Binding 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 or application of this Agreement and the rules and regulations promulgated hereunder shall be final,
conclusive and binding upon all persons having any interest in this Agreement.


 



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3.4Compensation,
Expenses and Indemnity. The Administrator shall serve without compensation for services rendered hereunder. The Administrator is
authorized at the expense of the Employer to employ such legal counsel and/or recordkeeper as it may deem advisable to assist in
the performance of its duties hereunder. Expense and fees in connection with the administration of this Agreement shall be paid
by the Employer.


3.5Employer
Information. The Employer shall supply full and timely information to the Administrator on all matters relating to the Executive’s
compensation, death, Disability or Separation from Service, and such other information as the Administrator reasonably requires.


3.6Termination
of Participation. If the Administrator determines in good faith that the Executive no longer qualifies as a member of a select
group of management or highly compensated employees, as determined in accordance with ERISA, the Administrator shall have the right,
in its sole discretion, to cease further benefit accruals hereunder.


3.7Compliance
with Code Section 409A. The Employer and the Executive intend that the Agreement comply with the provisions of Code Section 409A
to prevent the inclusion in gross income of any amounts deferred hereunder in a taxable year prior to the year in which amounts
are actually paid to the Executive. This Agreement shall be construed, administered and governed in a manner that affects such
intent, and the Administrator shall not take any action that would be inconsistent therewith.


ARTICLE 4


Claims and Review Procedures


4.1Claims Procedure.
A Claimant who has not received benefits under this Agreement that he or she believes should be distributed shall make a claim
for such benefits as follows.


(a)Initiation
– Written Claim. The Claimant initiates a claim by submitting to the Administrator a written claim for the benefits. If such
a claim relates to the contents of a notice received by the Claimant, the claim must be made within sixty (60) days after
such notice was received by the Claimant. All other claims must be made within one hundred eighty (180) days of the date on
which the event that caused the claim to arise occurred. The claim must state with particularity the determination desired by the
Claimant.


(b)Timing
of Administrator Response. The Administrator shall respond to such Claimant within ninety (90) days after receiving the claim.
If the Administrator determines that special circumstances require additional time for processing the claim, the Administrator
can extend the response period by an additional ninety (90) days by notifying the Claimant in writing, prior to the end of the
initial ninety (90) day period, that an additional period is required. The notice of extension must set forth the special circumstances
and the date by which the Administrator expects to render its decision.


(c)Notice
of Decision. If the Administrator denies part or all of the claim, the Administrator shall notify the Claimant in writing of such
denial. The Administrator shall write the notification in a manner calculated to be understood by the Claimant. The notification
shall set forth: (i) the specific reasons for the denial; (ii) a reference to the specific provisions of this Agreement on which
the denial is based; (iii) a description of any additional information or material necessary for the Claimant to perfect the claim
and an explanation of why it is needed; (iv) an explanation of this Agreement’s review procedures and the time limits applicable
to such procedures; and (v) a statement of the Claimant’s right to bring a civil action under ERISA Section 502(a) following
an adverse benefit determination on review.



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4.2Review Procedure.
If the Administrator denies part or all of the claim, the Claimant shall have the opportunity for a full and fair review by the
Administrator of the denial as follows.


(a)Initiation
– Written Request. To initiate the review, the Claimant, within sixty (60) days after receiving the Administrator’s
notice of denial, must file with the Administrator a written request for review.


(b)Additional
Submissions – Information Access. The Claimant shall then have the opportunity to submit written comments, documents, records
and other information relating to the claim. The Administrator shall also provide the Claimant, upon request and free of charge,
reasonable access to, and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations)
to the Claimant’s claim for benefits.


(c)Considerations
on Review. In considering the review, the Administrator shall take into account all materials and information the Claimant submits
relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.


(d)Timing
of Administrator Response. The Administrator shall respond in writing to such Claimant within sixty (60) days after receiving the
request for review. If the Administrator determines that special circumstances require additional time for processing the claim,
the Administrator can extend the response period by an additional sixty (60) days by notifying the Claimant in writing, prior to
the end of the initial sixty (60) day period, that an additional period is required. The notice of extension must set forth the
special circumstances and the date by which the Administrator expects to render its decision.


(e)Notice
of Decision. The Administrator shall notify the Claimant in writing of its decision on review. The Administrator shall write the
notification in a manner calculated to be understood by the Claimant. The notification shall set forth: (a) the specific reasons
for the denial; (b) a reference to the specific provisions of this Agreement on which the denial is based; (c) a statement that
the Claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records
and other information relevant (as defined in applicable ERISA regulations) to the Claimant’s claim for benefits; and (d)
a statement of the Claimant’s right to bring a civil action under ERISA Section 502(a).


ARTICLE 5


AMENDMENT AND TERMINATION


5.1Agreement
Amendment Generally. Except as provided in Section 5.2, this Agreement may be amended only by a written agreement signed by both
the Employer and the Executive.


5.2Amendment
to Insure Proper Characterization of Agreement. Notwithstanding anything in this Agreement to the contrary, the Agreement may be
amended by the Employer at any time, if found necessary in the opinion of the Employer, i) to ensure that the Agreement is characterized
as plan of deferred compensation maintained for a select group of management or highly compensated employees as described under
ERISA, ii) to conform the Agreement to the requirements of any applicable law or iii) to comply with the written instructions of
the Employer’s auditors or banking regulators.


5.3Agreement
Termination Generally. Except as provided in Section 5.4, this Agreement may be terminated only by a written agreement signed by
the Company and the Director. Such termination shall not cause a distribution of benefits under this Agreement. Rather, upon such
termination benefit distributions will be made at the earliest distribution event permitted under Article 2.


 



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5.4Effect of
Complete Termination. Notwithstanding anything to the contrary in Section 5.3, and subject to the requirements of Code Section
409A and Treasury Regulations §1.409A-3(j)(4)(ix), at certain times the Employer may completely terminate and liquidate the
Agreement. In the event of such a complete termination, the Employer shall pay the Accrued Benefit balance to the Executive. Such
complete termination of the Agreement shall occur only under the following circumstances and conditions.


(a)Corporate
Dissolution or Bankruptcy. The Employer may terminate and liquidate this Agreement within twelve (12) months of a corporate dissolution
taxed under Code Section 331, or with the approval of a bankruptcy court pursuant to 11 U.S.C. §503(b)(1)(A), provided that
all benefits paid under the Agreement are included in the Executive’s gross income in the latest of: (i) the calendar year
which the termination occurs; (ii) the 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. The Employer may terminate and liquidate this Agreement by taking irrevocable action to terminate and liquidate within
the thirty (30) days preceding or the twelve (12) months following a Change in Control. This Agreement will then be treated as
terminated only if all substantially similar arrangements sponsored by the Employer which are treated as deferred under a single
plan under Treasury Regulations §1.409A-1(c)(2) are terminated and liquidated with respect to each participant who experienced
the Change in Control so that the Executive and any participants in any such similar arrangements are required to receive all amounts
of compensation deferred under the terminated arrangements within twelve (12) months of the date the Employer takes the irrevocable
action to terminate the arrangements.


(c)Discretionary
Termination. The Employer may terminate and liquidate this Agreement provided that: (i) the termination does not occur proximate
to a downturn in the financial health of the Employer; (ii) all arrangements sponsored by the Employer and Affiliates that would
be aggregated with any terminated arrangements under Treasury Regulations §1.409A-1(c) are terminated; (iii) no payments,
other than payments that would be payable under the terms of this Agreement if the termination had not occurred, are made within
twelve (12) months of the date the Employer takes the irrevocable action to terminate this Agreement; (iv) all payments are made
within twenty-four (24) months following the date the Employer takes the irrevocable action to terminate and liquidate this Agreement;
and (v) neither the Employer nor any of its Affiliates adopt a new arrangement that would be aggregated with any terminated arrangement
under Treasury Regulations §1.409A-1(c) if the Executive participated in both arrangements, at any time within three (3) years
following the date the Employer takes the irrevocable action to terminate this Agreement.


ARTICLE 6


MISCELLANEOUS


6.1No Effect
on Employment Rights. This Agreement constitutes the entire agreement between the Employer and the Executive as to the subject
matter hereof. No rights are granted to the Executive by virtue of this Agreement other than those specifically set forth herein.
Nothing contained herein will confer upon the Executive the right to be retained in the service of the Employer nor limit the right
of the Employer to discharge or otherwise deal with the Executive without regard to the existence hereof.


6.2State Law.
To the extent, not governed by ERISA, the provisions of this Agreement shall be construed and interpreted according to the internal
law of the State of California without regard to its conflicts of laws principles.



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6.3Validity.
In case any provision of this Agreement shall be illegal or invalid for any reason, said illegality or invalidity shall affect
the remaining parts hereof, but this Agreement shall be construed and enforced as if such illegal or invalid provision had never
been inserted herein.


6.4Nonassignability.
Benefits under this Agreement cannot be sold, transferred, assigned, pledged, attached or encumbered in any manner.


6.5Unsecured
General Creditor Status. Payment to the Executive hereunder shall be made from assets which shall continue, for all purposes, to
be part of the general, unrestricted assets of the Employer and no person shall have any interest in any such asset by virtue of
any provision of this Agreement. The Employer’s obligation hereunder shall be an unfunded and unsecured promise to pay money
in the future. In the event that the Employer purchases an insurance policy insuring the life of the Executive to recover the cost
of providing benefits hereunder, the Executive shall not have any rights whatsoever in said policy or the proceeds therefrom


6.6Life Insurance.
If the Employer chooses to obtain insurance on the life of the Executive in connection with its obligations under this Agreement,
the Executive hereby agrees to take such physical examinations and to truthfully and completely supply such information as may
be required by the Employer or the insurance company designated by the Employer.


6.7Unclaimed
Benefits. The Executive shall keep the Employer informed of the Executive’s current address. If the location of the Executive
is not made known to the Employer within three years after the date upon which any payment of any benefits may first be made, the
Employer shall delay payment of the Executive’s benefit payment(s) until the location of the Executive is made known to the
Employer; however, the Employer shall only be obligated to hold such benefit payment(s) for the Executive until the expiration
of three (3) years. Upon expiration of the three (3) year period, the Employer may discharge its obligation by payment to the Executive’s
estate. If there is no estate in existence at such time or if such fact cannot be determined by the Employer, the Executive shall
thereupon forfeit all rights to any benefits provided under this Agreement.


6.8Removal.
Notwithstanding anything in this Agreement to the contrary, the Employer shall not distribute any benefit under this Agreement
if the Executive is subject to a final removal or prohibition order issued pursuant to Section 8(e) of the Federal Deposit Insurance
Act. Furthermore, any payments made to the Executive pursuant to this Agreement shall, if required, comply with 12 U.S.C. 1828,
FDIC Regulation 12 CFR Part 359 and any other regulations or guidance promulgated thereunder.


6.9Notice. Any
notice, consent or demand required or permitted to be given to the Employer or Administrator under this Agreement shall be sufficient
if in writing and hand-delivered or sent by registered or certified mail to the Employer’s principal business office. Any
notice or filing required or permitted to be given to the Executive under this Agreement shall be sufficient if in writing and
hand-delivered or sent by mail to the last known address of the Executive. Any notice shall be deemed given as of the date of delivery
or, if delivery is made by mail, as of the date shown on the postmark or on the receipt for registration or certification.


6.10Headings
and Interpretation. Headings and sub-headings in this Agreement are inserted for reference and convenience only and shall not be
deemed part of this Agreement. Wherever the fulfillment of the intent and purpose of this Agreement requires and the context will
permit, the use of the masculine gender includes the feminine and use of the singular includes the plural.


 



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6.11Alternative
Action. In the event it becomes impossible for the Employer or the Administrator to perform any act required by this Agreement
due to regulatory or other constraints, the Employer or Administrator may perform such alternative act as most nearly carries out
the intent and purpose of this Agreement and is in the best interests of the Employer, provided that such alternative act does
not violate Code Section 409A.


6.12Coordination
with Other Benefits. The benefits provided for the Executive under this Agreement are in addition to any other benefits available
to the Executive under any other plan or program for employees of the Employer. This Agreement shall supplement and shall not supersede,
modify, or amend any other such plan or program except as may otherwise be expressly provided herein.


6.13Inurement.
This Agreement shall be binding upon and shall inure to the benefit of the Employer, its successor and assigns, and the Executive,
the Executive’s successors, heirs, executors and administrators.


6.14Tax Withholding.
The Employer may make such provisions and take such action as it deems necessary or appropriate for the withholding of any taxes
which the Employer is required by any law or regulation to withhold in connection with any benefits under the Agreement. The Executive
shall be responsible for the payment of all individual tax liabilities relating to any benefits paid hereunder.


6.15Aggregation
of Agreement. If the Employer offers other non-account balance deferred compensation plans, this Agreement and those plans shall
be treated as a single plan to the extent required under Code Section 409A.


IN WITNESS WHEREOF,
the Executive and a representative of the Employer have executed this Agreement document as indicated below:


Executive:Employer:





	Executive:	Employer:
	 	 	 
	 	By:	 
	EVP/Chief Credit Officer	Its:	President/Chief Executive Officer












 






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