Exhibit 10.16


 


1995 SUPPLEMENTAL COMPENSATION AGREEMENT


 


This 1995 Supplemental
Compensation Agreement is entered into on the date last noted below by Union Bank and Trust Company, a corporation having its principal
office in Bowling Green, Virginia, (the “Bank”) and Ronald L. Hicks (the “Director”).


 


WITNESSETH


 


WHEREAS, the Director has
and continues to serve as a member of the Board of Directors of the Bank; and


 


WHEREAS, the Director and
the Bank have previously entered into a Deferred Supplemental Compensation Agreement dated December 19, 1985 (the “Old Agreement”)
pursuant to which the Bank would reward the Director for past and future services and for agreeing to defer certain remuneration
for services as a director by providing the Director with a deferred supplemental compensation benefit pursuant to the terms of
the Old Agreement; and


 


WHEREAS, the Director and
the Bank mutually desire to restructure the Old Agreement and to clarify the provision of benefits thereunder in the form of this
1995 Supplemental Compensation Agreement


 


NOW, THEREFORE, in consideration
of the premises herein, and for other good and valuable consideration, receipt of which is hereby acknowledged, the Bank and the
Director agree to amend and restate the Old Agreement to provide for deferred supplemental compensation as follows:


 


1.            Definitions.
The following terms shall have the following meaning for purposes of this Agreement:


 


(a)          “Beneficiary”:
The person or persons designated by the Director or otherwise entitled pursuant to this Agreement to receive benefits under this
Agreement after the death of the Director.


 


(b)          “Death
Benefit Amount”: The annual amount which the Director’s Beneficiary is entitled to receive pursuant to this Agreement
in the event of the Director’s death before his Normal Retirement Date. The annual amount is $18,513.


 


(c)          “Normal
Retirement Date”: The last day of the month in which the Director reaches age 65.


 


(d)          “Supplemental
Compensation Amount”: The annual amount which the Director is entitled to receive pursuant to this Agreement. The annual
amount is $55,364.


 


2.            Deferred
Amount. The amount which the Director agreed to defer under the Old Agreement shall continue to be deferred pursuant to the
terms of this Agreement. The amount deferred was $2,520. The Director relinquishes all right to the amount deferred and agrees
that his only rights are those provided under this Agreement.


 




    	 



    	 



    

 


3.            Supplemental
Compensation at Normal Retirement Date.


 


(a)          If
the Director is living on his Normal Retirement Date, the Director shall be entitled to receive from the Bank his Supplemental
Compensation Amount, commencing on the first day of the first month after his Normal Retirement Date and payable for ten (10) years
in one hundred twenty (120) equal monthly installments on the first day of each month.


 


(b)          If
the Director should become entitled to benefits under this paragraph and then die after his Normal Retirement Date, but prior to
receiving all the payments due hereunder, then in that event, the balance of the one hundred twenty (120) payments that would have
been payable to the Director shall be payable to his Beneficiary.


 


4.            Death
prior to Normal Retirement Date. In the event the Director dies prior to his Normal Retirement Date, the Director’s Beneficiary
shall be entitled to receive from the Bank the Death Benefit Amount, commencing within 60 days of the Director’s death and
payable for ten (10) years in one hundred twenty (120) equal monthly installments on the first day of each month.


 


5.            Continuation
of Bank Obligations. The Bank agrees that it will not merge or consolidate with any other Bank or organization, or permit its
business activities to be taken over by any other organization, unless and until the succeeding or continuing Bank or organization
shall expressly assume the rights and obligations of the Bank herein set forth. The Bank further agrees that it will not cease
its business activities or terminate its existence, other than as heretofore set forth in this subparagraph, without having made
adequate provision for the fulfilling of its obligations hereunder.


 


6.            Commutation
of Payment to Beneficiary.


 


(a)          In
the sole discretion of the Bank, any benefit payable hereunder to the Director’s Beneficiary may be paid in a single lump
sum payment to the Beneficiary.


 


(b)          Whenever
the Bank elects to pay the appropriate remaining benefit in a single lump sum payment, the actual amount paid shall be discounted
and paid in an actuarial equivalent lump sum assuming a discount interest factor based on the Bank’s prime rate average for
the 24 months immediately preceding the date of payment.


 


7.            Beneficiary
Designation.


 


(a)          The
Director shall have the right to notify the Administrator in writing of any designation of a Beneficiary to receive, if alive,
benefits under the Plan in the event of his death. Such designation may be changed from time to time by notice in writing to the
Administrator.


 


(b)          If
the Director dies without having designated a Beneficiary, or if the Beneficiary so designated has predeceased the Director or,
except when his Beneficiary is his spouse, cannot be located by the Administrator within one year after the date when the Administrator
commenced making a reasonable effort to locate such Beneficiary, then his surviving spouse, or if none, then his descendants, per
stirpes, or if none, then the executor or the administrator of his estate shall be deemed to be his Beneficiary.


 


(c)          Any
Beneficiary designation may include multiple, contingent or successive Beneficiaries and may specify the proportionate distribution
to each Beneficiary. If a Beneficiary shall survive the Director, but shall die before the entire benefit payable to such Beneficiary
has been distributed, then absent any other provision by the Director, the unpaid amount of such benefit shall be distributed to
the estate of the deceased Beneficiary. If multiple Beneficiaries are designated, absent provisions by the Director, those named
or the survivors of them shall share equally any benefits payable under the Plan. Any Beneficiary, including the Director’s
spouse, shall be entitled to disclaim any benefit otherwise payable to him under this Agreement.


 




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8.            Benefit
Determination and Payment Procedure. The Board shall make all determinations concerning eligibility for benefits under this
Agreement, the time or terms of payment, and the forms or manner of payment to the Director. The Board shall have the right to
interpret, construe and implement the provisions of this Agreement. The secretary of the Board shall promptly notify the Bank of
any determination that benefit payments are due or should be ceased and shall promptly provide to the Bank all other information
necessary to allow the Bank to carry out said determination, whereupon the Bank shall pay or cease to pay such benefits in accordance
with the Board’s determination. If the Director is a member of the Board, the Director shall not participate in any decision
relating to this Agreement.


 


9.            Claims
Procedure.


 


(a)          Initial
Procedure. The Director or his Beneficiary (the “claimant”) shall have the right to request any benefit under this
Agreement by filing a written claim for any such benefit with the Bank. The Board shall give such claim due consideration and shall
either approve or deny it in whole or in part. Notice of any denial thereof, in whole or in part, shall be delivered to, and a
receipt therefor shall be obtained from, the claimant or the claimant’s duly authorized representative or such notice of
denial shall be sent by registered mail to the claimant or the claimant’s duly authorized representative at the address shown
on the claim form or such individual’s last known address. Such notice of denial shall be written in a manner calculated
to be understood by the claimant and shall:


 


(i)          set
forth a specific reason or reasons for the denial,


 


(ii)         make
specific reference to the pertinent provisions of this Agreement on which any denial of benefits is based,


 


(iii)        describe
any additional material or information necessary for the claimant to perfect the claim and explain why such material or information
is necessary, and


 


(iv)        explain
the claim review procedure of subparagraph (b).


 


(b)          Review
Procedure. If the claimant’s claim filed pursuant to subparagraph (a) has been denied, in whole or in part, the claimant
may, within ninety (90) days following receipt of notice of such denial, or following the expiration of the applicable period provided
for in subparagraph (a) for notifying the claimant of the decision on the claim if no notice of denial is provided, make written
application to the Board for a review of such claim, which application shall be filed with the Bank. For purposes of such review,
the claimant or the claimant’s duly authorized representative may review documents pertinent to such claim and may submit
to the Board written issues and comments respecting such claim. The Board may, within thirty (30) days of receipt of the claimant’s
application for review, schedule and hold a hearing, if the claimant desires to make an oral presentation. The claimant shall be
given not less than ten (10) days notice of the date set for the hearing. The Board shall make a full and fair review of any denial
of a claim for benefits and issue its decision thereon promptly. Such decision shall be in writing, shall be delivered by the Board
to the claimant and shall:


 


(i)          include
specific reasons for the decision,


 


(ii)         be
written in a manner calculated to be understood by the claimant, and


 




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(iii)        contain
specific references to the pertinent provisions of this Agreement on which the decision is based.


 


The Board’s decision made in good faith
shall be final.


 


10.          Funding.


 


(a)          Funding
from Bank’s General Assets. The undertaking to pay the benefits hereunder shall be an unfunded obligation payable solely
from the general assets of the Bank and subject to the claims of the Bank’s creditors. To the extent that the Director or
his Beneficiary acquires a right to receive payments from the Bank under this Agreement, such rights shall be no greater than the
right of any unsecured general creditor of the Bank.


 


(b)          No
Trust or Fiduciary Relationship. Nothing contained in this Agreement and no action taken pursuant to the provisions of this
Agreement shall create or be construed to create a trust of any kind or a fiduciary relationship between the Bank and the Director
or his Beneficiary.


 


11.          Payments
Subject to Tax Withholding. To the extent that payments under this Agreement are subject to federal or state income tax, employment
tax and other tax withholding required by the Internal Revenue Code and applicable state law, applicable taxes shall be withheld
from such payments; and the Director agrees to reimburse the Bank for any such taxes which are not actually withheld (but only
to the extent of payments actually received by the Director if not a common-law employee or earned and vested if a common-law employee).


 


12.          
Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the matters set forth
herein and supersedes all prior agreements and understandings between the parties with respect to the same.


 


13.          Modification.
No provision of this Agreement, including any provision of this paragraph, may be modified, deleted or amended in any manner except
by an agreement in writing executed by both of the parties. Notwithstanding the foregoing, the Board may unilaterally determine
to pay the remaining future amounts due under this Agreement at any time and then terminate this Agreement.


 


14.          Miscellaneous.


 


(a)          Non-assignability.
The interests of the Director and his Beneficiary under this Agreement are not subject to claims of the Director’s creditors;
and the Director and his Beneficiary shall not have any right to sell, assign, transfer or otherwise convey the right to receive
any payments hereunder or any interest under this Agreement, which payments and interest are expressly declared to be non-assignable
and non-transferable. The Director may not assign this Agreement or any interest herein or delegate any duty or obligation incurred
by the Director hereunder to another.


 


(b)          Payment
if Director or Beneficiary Is Incompetent. If the Director or his Beneficiary is adjudged to be legally incapable of giving
valid receipt and discharge for benefits under this Agreement or is deemed so by the Bank, payment will be paid to such person
as the Bank may designate for the benefit of the Director or his Beneficiary. Such payments shall be considered a payment to the
Director or his Beneficiary and shall, to the extent made, be deemed a complete discharge of any liability for such payments under
this Agreement.


 




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(c)          Distribution
of Benefit When Director Cannot Be Located. The Bank shall make all reasonable attempts to determine the whereabouts of the
Director or his Beneficiary, including the mailing by certified mail of a notice to the last known address shown on the Bank’s
records. If the Bank is unable to locate the Director or his Beneficiary entitled to benefits hereunder, the Bank shall continue
to hold the benefit payments due, subject to any applicable statute of escheats.


 


(d)          Right
to Require Information and Reliance Thereon. The Bank shall have the right to require the Director and his Beneficiary to provide
it with such information, in writing, and in such form as it may deem necessary to the administration of this Agreement and may
rely thereon in carrying out its duties hereunder. Any payment to or on behalf of the Director or his Beneficiary in accordance
with the provisions of this Agreement in good faith reliance upon any such written information provided by the Director, his Beneficiary
or any other person to whom such payment is made shall be in full satisfaction of all claims by the Director or his Beneficiary.


 


(e)          Notices.
All notices, requests, consents and other communications to, upon, and between the parties shall be in writing and shall be deemed
to have been given, delivered, or made when personally delivered or when sent or mailed by certified mail, postage prepaid and
return receipt requested, to the Bank at Union Bank and Trust Company, P.O. Box 446, Bowling Green, Virginia 22427-0446, Attention
its President, and to the Director at the address last known to the Bank at the time of execution of this Agreement, or at such
other address as either party may specify by written notice to the other.


 


(f)           Delegation
of Authority. Whenever the Bank is permitted or required to perform any act, such act may be performed by its President or
other person duly authorized by the Board or its President.


 


(g)          Service
of Process. The President of the Bank shall be the agent for service of process on this Agreement.


 


(h)          Governing
Law. This Agreement shall be construed, enforced and administered in accordance with the laws of the Commonwealth of Virginia,
and any federal law which preempts the same.


 


(i)           Binding
Effect. This Agreement shall be binding upon and inure to the benefit of the Bank, its successors and assigns, and the Director
and the Director’s Beneficiary, heirs, executors, administrators and legal representatives.


 


(j)           Severability.
If any provision of this Agreement should for any reason be declared invalid or unenforceable by a court of competent jurisdiction,
the remaining provisions shall nevertheless remain in full force and effect.


 


(k)          Effect
on Prior Employment or Consulting Agreement. This Agreement shall not be considered and construed to modify, amend and supersede
any and all employment agreements and consulting arrangements between the Bank or any of its affiliates and the Director heretofore
entered unless specifically otherwise provided


 


(l)           Gender
and Number. In the construction of this Agreement, the masculine shall include the feminine or neuter and the singular shall
include the plural and vice-versa in all cases where such meanings would be appropriate.


 


(m)         Titles
and Captions. Titles and captions and headings herein have been inserted for convenience of reference only and are to be ignored
in any construction of the provisions hereof.


 




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(n)          Counterparts.
This Agreement may be executed in more than one counterpart, each of which shall be deemed an original.


 


(o)          ERISA.
This Agreement may be considered an employee pension benefit plan under the Employee Retirement Income Security Act of 1974, as
amended (“ERISA”), if the Director has served as a common-law employee of the Bank or any of its affiliates during
any period to which this Agreement relates. In such event, this Agreement is designated as an unfunded arrangement maintained primarily
for the purpose of providing deferred compensation for one of the Bank’s employees who is a member of a select group of management
or highly compensated employees as described in ERISA, and shall be interpreted and administered as such. For such purposes, the
Bank shall be considered the plan administrator hereof.


 


IN WITNESS WHEREOF, the
Bank has caused this Agreement to be signed by its duly authorized officer pursuant to the authority of its Board of Directors,
and the Director has signed this Agreement thereby agreeing to its terms and conditions, as of the respective dates noted below.


 


	Date:	June 25, 1995	 	UNION BANK AND TRUST COMPANY
	 	 	 	 
	 	 	 	By:	 
	 	 	 	Its President
	 	 	 	 
	Date:	June 25, 1995	 	 
	 	 	 	Ronald L. Hicks


 




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1995 SUPPLEMENTAL COMPENSATION AGREEMENT


 


Beneficiary Designation


 


	Director’s Name:	 	 	Soc. Sec. No.:	 


 


	Marital Status:	 ̈	Not Married	 ̈	Married	-	Spouses Name:	 





	 	 	 	 	 	 	Spouse’s Soc. Sec. No.:	 


 


I hereby designate the person(s) or entity(ies)
named below as beneficiary of my benefit upon my death under that certain 1995 Supplemental Compensation Agreement (the “Agreement”)
entered into between Union Bank and Trust Company, a corporation having its principal office in Bowling Green, Virginia, (the “Bank”)
and myself; with the right to change reserved. This beneficiary designation supersedes any prior beneficiary designation under
the Agreement which I have made.


 


PRIMARY BENEFICIARY DESIGNATION. I hereby designate
the following person(s) or entity(ies) as my primary beneficiary for payment of my remaining benefit under the Agreement at my
death:


 


	 	Name, Relationship and Address	 	SSN	 	
        % of

        Benefit

	1.	 	 	 	 	 
	2.	 	 	 	 	 
	3.	 	 	 	 	 


 


CONTINGENT BENEFICIARY DESIGNATION. I hereby
designate the following person(s) or entity(ies) as my contingent beneficiary , to whom payment of my remaining benefit under the
Agreement at my death shall be made if no person or entity designated as primary beneficiary survives me or if all persons or entities
designated as primary beneficiary die or cease to exist before payment in full of my benefit:


 


	 	Name, Relationship and Address	 	SSN	 	
        % of

        Benefit

	1.	 	 	 	 	 
	2.	 	 	 	 	 
	3.	 	 	 	 	 


 


ELECTION
OF AUTOMATIC BENEFICIARY DESIGNATION RULES. □
(Check only if automatic beneficiary elected.) I hereby elect to have my remaining benefit under the Agreement at my death paid
in accordance with the automatic beneficiary selection order of the Agreement.


 


	Date:	 	 	Participant’s Signature: