exhibit102.htm


    Exhibit
10.2

    


    COMMUNITY
BANCORP.

    AMENDED
AND RESTATED

    DEFERRED
COMPENSATION PLAN FOR DIRECTORS

    


    


    This
Amended and Restated Deferred Compensation Plan for Directors of Community
Bancorp. (the “Company”)
and its subsidiary, Community National Bank (the “Bank”) (the “Plan”) is adopted by the Board
of Directors of the Company on December 9, 2008 for the purpose of complying
with (1) all applicable deferral provisions of the American Jobs Creation Act of
2004 (“AJCA”), including
section 409A of the Internal Revenue Code (“Code”), added by the AJCA, and (2)
all applicable provisions of the Emergency Economic Stabilization Act of 2008
(“EESA”), including the amendments made by the EESA to sections 162(m) and 280G
of the Code, if and to the extent that the Company and/or the Bank becomes
subject to the provisions of the EESA.

    


    This Plan
is intended to apply to all directors’ fees deferred on or after January 1,
2005, with fees deferred prior to such date governed as provided in Section 1
hereof.

    


    Section
1.  Grandfathered Balances.

    


    Eligible
directors’ compensation deferred and vested prior to January 1, 2005, and
earnings thereon (“Grandfathered Balances”),
shall be subject for all purposes to the terms of the Plan as in effect on
October 3, 2004, the effective date of the AJCA.  The text of the
Plan, as then in effect, is attached hereto as Exhibit A.  The Company
shall maintain appropriate records to identify deferrals made and vested prior
to 2005, together with any earnings thereon for each person who was a
participant in the Plan as of October 3, 2004.  It is the intention of
the Company to administer such Grandfathered Balances in a manner which will
preserve their exemption from Section 409A of the Internal Revenue Code and the
rules, regulations and other guidance of the Internal Revenue Service thereunder
(together, “Code Section
409A”).

    


    Section
2.  Other Deferrals; Compliance with Section 409A.

    


    All
deferrals of Eligible Compensation (as defined) made on or after January 1,
2005, and any earnings thereon, shall be governed by Sections 3 through 8 below,
and shall be made, accrued, administered and distributed in compliance with the
deferral requirements of Code Section 409A, including subsections (a)(2), (3)
and (4).

    


    Section
3.  Additional Definitions.

    


    In
addition to the definitions set forth above, the following words and terms as
used in this Plan shall have the meanings set forth below, unless a different
meaning is clearly required by the context:

    


    
      	
               
      

            	
              (A)

            	
              “Beneficiary” means the
      person or persons designated by a participant pursuant to Section
      3.05.

            


    

    


    
      	
               
      

            	
              (B)

            	
              “Board of Directors” or
      “Board” means the
      Board of Directors of Community
Bancorp.

            


    

    


    
      	
               
      

            	
              (C)

            	
              “Change in Control” shall
      mean a change in the ownership or effective control of the Company, or in
      the ownership of a substantial portion of the assets of the Company, as
      determined in accordance with applicable rules, regulations and guidance
      of the Internal Revenue Service under Code Section
  409A.

            


    

    


    
      	
               
      

            	
              (D)

            	
              “Director” means any duly
      elected or appointed member of the Board of Directors of the Company or
      the Bank.

            


    

    


    
      	
               
      

            	
              (E)

            	
              “Disability” shall have
      the meaning ascribed to such term in subsection (a)(2)(C) of Code Section
      409A.

            


    

    


    
      	
               
      

            	
              (F)

            	
              “Election to Defer” means
      a written statement in the form specified by the Company and signed by a
      Director indicating the desire to participate in the Plan and containing
      elections as to the amount of deferrals and the time and manner of payment
      of deferrals and earnings thereon.

            


    

    


    
      	
               
      

            	
              (G)

            	
              “Eligible Compensation”
      means the usual fees, as established from time to time by the Company
      and/or the Bank and paid to a Director in consideration of services
      performed as a Director, including fees for attendance at meetings of the
      Board of Directors, Advisory Boards, or other committees, but shall not
      include fees for appraisals or other services rendered in a capacity other
      than as a Director.

            


    

    


    
      	
               
      

            	
              (H)

            	
              “Participant” means any
      Director who has chosen to participate in this Plan and has filed an
      Election to Defer, which has been accepted by the
  Company.

            


    

    


    
      	
               
      

            	
              (I)

            	
              “Payment Event” means,
      with respect to distributions to a Participant under this Plan, any of the
      following events:

            


    

    
      	
              ·  

            	
              Death;

            


    

    
      	
              ·  

            	
              Separation
      from Service;

            


    

    
      	
              ·  

            	
              Disability;

            


    

    
      	
              ·  

            	
              Unforeseeable
      Emergency;

            


    

    
      	
              ·  

            	
              Attainment
      of a specified age, as specified in a Participant’s Election to Defer;
      and

            


    

    
      	
              ·  

            	
              Change
      in Control of the Company.

            


    

    


    
      	
               
      

            	
              (J)

            	
              “Separation from Service”
      shall have the meaning ascribed to such term under Code Section
      409A.

            


    

    


    
      	
               
      

            	
              (K)

            	
              “Specified Employee”
      shall have the meaning ascribed to such term in subsection (a)(2)(B)(i) of
      Code Section 409A.

            


    

    


    
      	
               
      

            	
              (L)

            	
              “Unforeseeable Emergency”
      shall have the meaning ascribed to such term in subsection (a)(2)(B)(ii)
      of Code Section 409A.

            


    

    


    Section
4.  Eligibility; Election to Defer; Designation of
Beneficiary.

    


    4.01.                      Voluntary
Participation.  Participation in the Plan is
voluntary.

    


    4.02.                      Eligible
Directors. Any duly elected or
appointed member of the Board of Directors of the Company and/or the Bank shall
be eligible for participation in the Plan and may elect to defer some or all of
his or her Eligible Compensation in accordance with the terms of this
Plan.

    


    4.03.                      Election to
Defer. A
Director shall become a Participant in the Plan by signing and delivering to the
Company an Election to Defer, on such form as the Company may
specify.  Subject to the immediately following sentence, a
Participant's Election to Defer shall take effect on the first day of the
calendar year following the calendar year in which the Election to Defer is
executed and delivered to the Company.  Notwithstanding the foregoing,
a newly elected or appointed Director may elect to defer current year Eligible
Compensation earned after the date of his or her Election to Defer so long as
the Election to Defer is executed within thirty (30) days after such Director
first becomes eligible to participate in the Plan by virtue of his or her first
appointment or election as a Director of the Company or the Bank.

    


    4.04.                      Evergreen
Election; Election to Cease Participation. Following the effective
date of a Director’s Election to Defer, the Director’s participation in the Plan
shall continue from year to year unless and until such Participant indicates in
writing the desire to refrain from future active participation in the
Plan.  Notification of a desire to refrain from making future
deferrals shall apply only to Eligible Compensation earned by a Director
beginning on the first day of the calendar year following the year in which such
notification was executed and delivered to the Company.

    


    4.05.                      Designation and
Change in Beneficiary. If a Participant dies
prior to payment of all amounts due under the Plan, the balance of the amount
due shall be payable to the Participant’s Beneficiary or Beneficiaries in the
form, and at the time(s), specified by the Participant in his Election to Defer,
or in any valid change election made in accordance with the terms of the
Plan.  “Beneficiary” shall include any
individual, trust or other recipient designated by a Participant to receive
amounts due hereunder upon his death.  A Participant may designate one
or more Beneficiaries to receive any amounts due hereunder in the event of the
Participant’s death, and may revoke or change any such designation by a written
instrument filed with the Board and signed by the Participant and compliance
with such other procedures as the Board may specify from time to
time.  If the Beneficiary predeceases the Participant or if no
Beneficiary designation is on file with the Board at the time of the death of a
Participant, or if for any reason such designation is defective, then the
Participant’s estate shall be deemed to be the Beneficiary.

    


    Section
5.  Deferral of Compensation; Crediting of Accounts;
Earnings.

    


    5.01.                      Payment of
Compensation. Amounts deferred under
this Plan, and earnings thereon, shall only be distributed as permitted
hereunder.  The balance of any Eligible Compensation earned by the
Participant and not deferred pursuant to this Plan shall be payable in the year
earned.

    


    5.02.                      Crediting of
Accounts and Earnings; Vesting. Amounts deferred will
be credited to a bookkeeping account in the name of the Participant at such time
as they would have been payable had the Participant not elected to participate
in the Plan.  Annual retainer fees shall be credited
semi-annually.  Interest shall accumulate and be credited to each
Participant's account at the rate in effect from time to time for the Community
National Bank's 3-year Certificate of Deposit, or if no such Certificate of
Deposit is offered, at a rate determined by the Board, which rate may be changed
from time to time, at the discretion of said Board.   Interest on
accrued balances (including prior interest accruals) shall be credited to the
Participant’s account monthly, or at such other interval as the Board may
determine.  Interest shall continue to accrue on the undistributed
account balance until distribution.  Participants shall be 100% vested
in all amounts accrued to their account under the Plan.

    


    Section
6.  Payment of Deferred Compensation.

    


    6.01.                      Form of
Payment.  A
Participant may elect on his or her initial Election to Defer to receive
payments of his or her deferrals in a single lump sum in cash or in
substantially equal annual installments over a period (not to exceed ten (10)
years) specified in such Election to Defer.  The Participant’s
election as to the form of payment will be deemed to apply to all of his or her
deferrals, including accrued interest.  If a Participant fails to
elect a form of payment, he or she shall be deemed to have elected payment of
his or her entire account balance in a single lump sum, payable on the first day
of the month after the occurrence of a Payment Event with respect to such
Participant, subject, however, to any delay in payment required under Section
6.04.

    


    6.02.                      Time of Payment
and Permissible Payment Events. The Participant may
designate in his or her Election to Defer one or more Payment Events, the first
to occur of which will trigger distribution of the Participant’s deferrals,
including accrued interest, in the form specified pursuant to Section 6.01;
subject, however, to any delay in payment required under Section
6.04.  Notwithstanding the foregoing, whether or not elected as a
Payment Event, the Participant’s death shall be deemed a Payment Event as to
such Participant.

    


    6.03.                      Change in Payment
Election.  Except as otherwise permitted by this Section 6.03
and subsection (a)(4) of Code Section 409A, and in any transitional relief
accorded by the Internal Revenue Service under Code Section 409A, a
Participant’s election as to the time and form of payment shall be irrevocable
and any change in an Election to Defer must comply with this
Section.  A Participant may change the time and/or form of payment
specified in a previous Election to Defer by executing and delivering to the
Company a new Election to Defer but only if (i) except for distribution due to
the Participant’s death, Disability or an Unforeseeable Emergency, the
distribution of the Participant’s deferrals will be further deferred by a period
of at least five (5) years from the time the deferrals would have otherwise been
distributed to the Participant; and (ii) the change in the Election to Defer is
made at least twelve (12) months prior to the date of the first scheduled
payment under the Plan.  Any change in an Election to Defer shall not
take effect until 12 months after the date such change election is
made.

    


    6.04.                      Delayed Payment
to Specified Employees.  Notwithstanding
anything herein to the contrary or in any Election to Defer, if the Participant
is or may be deemed a Specified Employee for purposes of Code Section 409A,
distribution to such Participant of any deferred compensation or earnings
thereon under this Plan due to a Separation from Service shall begin not sooner
than six (6) months and one day after such Specified Employee has experienced a
Separation from Service.

    

      6.05.                      Change in
Control.  Whether or not such payment has been elected by a
Participant on his or her Election to Defer, payment of all sums owing under
this Plan shall be paid to each Participant, whether or not then in payout
status, in a single lump sum payment, within 15 calendar days following any
Change in Control of the Company.

    

    


    6.06.                      Unfunded
Plan. Neither the Company nor
the Bank shall be required to set aside any funds or other assets, in trust or
otherwise, to guarantee payment of any amounts owing to a Participant hereunder,
but shall make payments, when due, out of the Company's or Bank's general
corporate funds. Deferrals and earnings thereon credited to the accounts of
Participants under this Plan shall remain subject to the claims of any general
creditors of the Company and/or the Bank.

    


    Section
7.  Amendment.

    


    Subject
to Sections 9.2 and 9.3, this Plan may be amended any time and from time to time
by the Board of Directors, provided, however, that no amendment shall cause or
permit any amount already credited to a Participant’s account to be reduced or
diminished.

    


    Section
8. Compliance With the EESA

    


    If the
Company or the Bank becomes subject to any or all of the limitations on
executive compensation, deferred compensation and/or excess parachute payments
pursuant to the amendments made by the EESA to sections 162(m) and 280G of the
Code, then the Company and the Bank shall promptly take all steps required to
bring themselves into full compliance with such requirements including, but not
limited to, the adoption of any required amendments to this Plan and the
execution of additional documents to evidence such compliance. At all times on
and after the date on which any such requirement first becomes applicable to the
Company or the Bank, and regardless of whether any required documents have yet
been adopted, the affected entity shall comply fully in operation with all
applicable requirements imposed by the EESA and any guidance issued thereunder
by any governmental agency.

    


    Section
9.  Miscellaneous.

    


    9.01.                      No Alienation of
Benefits.  No credits made to the account of a Participant
shall be subject in any way to anticipation, alienation, sale, transfer, pledge,
or voluntary or involuntary attachment or encumbrance of any kind by a creditor
of the Participant; and any attempts to anticipate, alienate, sell, transfer,
assign, pledge or otherwise encumber any such credit, whether presently or
thereafter payable, shall be void.

    


    9.02.                      Compliance with
Code Sections 409A, 162(m) and 280G.  Notwithstanding anything
herein to the contrary, it is the intention of the Board in adopting this Plan
that it shall be construed and administered in a manner which complies fully
with applicable provisions of Code Sections 409A, 162(m) and 280G.

    


    9.03.                      Administration.  The Plan shall be
administered by the Company’s Board of Directors.  The Board shall
interpret the Plan and in its discretion may adopt such forms and prescribe and
amend such rules as the Board deems appropriate to implement the Plan and to
comply fully with applicable provisions of the AJCA, including Code Section
409A.  Any decision or interpretation adopted by resolution of the
Board shall be final and conclusive and shall be binding upon all Participants
and their Beneficiaries.

    


    9.04.                      Termination or
Suspension.  The Company may terminate this Plan or suspend new
deferrals at any time in its discretion.

    


    9.05.                      Effective
Date. This
Plan shall be deemed to take effect and to apply to all deferrals of Eligible
Compensation earned on or after January 1, 2005, and any earnings
thereon.