Exhibit 10.1





 


PERFORMANCE DRIVEN RETIREMENT AGREEMENT


 


THIS PERFORMANCE DRIVEN RETIREMENT
AGREEMENT (this “Agreement”), adopted this 30th day of June, 2016, by and between Essex Bank, located in
Richmond, Virginia (the “Employer”), and [Officer] (the “Executive”), 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 make contributions of deferred compensation on behalf of the Executive based
on the achievement of various performance targets set annually by the Employer;


 


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            “Administrator” means
the Board or its designee.


 


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


 






     

     


    

 


1.3            “Beneficiary” means
the person or persons designated in writing by the Executive to receive benefits hereunder in the event of the Executive’s
death.


 


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 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.


 


1.6            “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.


 


1.7            “Contribution” means
the amount the Employer contributes to the Deferral Account, calculated according to the provisions of Article 2.


 


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            “Crediting Rate”
means the interest rate equal to the Bloomberg 20 year Investment Grade Financial Institutions Index on the first business
day of the Plan Year.


 


1.11            “Deferral Account”
means the Employer’s accounting for the accumulated Contributions plus accrued interest.


 


1.12            “Early Termination”
means that the Executive, prior to Normal Retirement Age, has experienced a Separation from Service, except when such Separation
from Service occurs following a Change in Control or due to termination for Cause.


 


1.13            “Effective Date”
means June 1, 2016.


 


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


 


1.15            “Hypothetical
Annual Contributions” means hypothetical Contributions equal to (i) the average percent of base pay that would have
been credited if the “target” level of performance had been achieved in each of the immediately preceding five (5)
Plan Years, or since the Effective Date if less than five (5) Plan Years, multiplied by (ii) base pay for each of the Plan Years
between Separation from Service or death and Normal Retirement Age. For this purpose, base pay shall be increased by 3.0% per
year beginning with the first Plan Year following Separation from Service or death. If the Board has not declared a percent of
base pay to be contributed based on target level of performance in any of the prior considered years,       
  percent (       %) is to be assumed for such years.


 






     

     


    

 


1.16            “Normal Retirement Age”
means the Executive attaining age sixty-five (65).


 


1.17            “Projected Account Balance”
means the Deferral Account balance at Normal Retirement Age calculated as if the Executive remained in the service of the Employer
until the Normal Retirement Age and each future Plan Year the Bank made Hypothetical Annual Contributions, with interest credited
on the hypothetical Deferral Account balance at an annual rate equal to the average Crediting Rate for the previous five (5) years,
or since the Effective Date if less than five (5) years.


 


1.18            “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.


 


1.19            “Separation from Service”
means a termination of the Executive’s employment with the Employer and its Affiliates for reasons other than death.
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.


 


1.20            “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


CONTRIBUTIONS


 


Each Plan Year the Employer may, in its
sole discretion, make a Contribution to the Deferral Account in any amount. Any Contribution made within sixty (60) days following
the Effective Date shall vest as follows: fifty percent (50%) at the end of the first Plan Year and fifty percent (50%) and the
end of the second Plan Year. Subsequent Contributions shall be vested one hundred percent (100%) as of the date of each Contribution.


 


ARTICLE 3


DEFFERAL ACCOUNT


 


3.1            Establishing and Crediting.
The Employer shall establish a Deferral Account on its books for the Executive and shall credit to the Deferral Account the following
amounts:


 


(a)            Any Contributions hereunder;
and


(b)            Interest as follows: on
the first day of each month interest shall be credited on the Deferral Account balance at an annual rate equal to the Crediting
Rate, compounded monthly.


 


3.2            Recordkeeping Device Only.
The Deferral Account is solely a device for measuring amounts to be paid under this Agreement and is not a trust fund of any kind.


 


ARTICLE 4


PAYMENT OF BENEFITS


 


4.1
           Normal Retirement Benefit. Upon Separation from
Service after Normal Retirement Age, the Employer shall pay the Executive the Deferral Account balance calculated at
Separation from Service in lieu of any other benefit hereunder. This benefit shall be paid in [        equal
monthly installments commencing/a lump sum] the month following Separation from Service. [The monthly installment is
determined by amortizing the Deferral Account balance at Separation from Service using the Crediting Rate then in
effect.]


 


4.2
           Early Termination Benefit. If Early
Termination occurs, the Employer shall pay the Executive the vested Deferral Account balance calculated at Separation from
Service in lieu of any other benefit hereunder. This benefit shall be paid in [         equal
monthly installments commencing/a lump sum] the month following Normal Retirement Age. [The monthly installment is
determined by amortizing the Deferral Account balance at Separation from Service using the Crediting Rate then in
effect.]


 


4.3            Change in Control Benefit.
If a Change in Control occurs followed within twenty-four (24) months by Separation from Service prior to Normal Retirement Age,
the Employer shall pay the Executive the present value of the Projected Account Balance calculated at the date of the Change in
Control, in lieu of any other benefit hereunder. The present value shall be calculated by discounting the Projected Account Balance
back to the date of Separation from Service using a discount rate equal to the Crediting Rate at Separation from Service. This
benefit shall be paid in a lump sum the month following Separation from Service.


 






     

     


    

 


4.4            Death Prior to Separation from
Service. In the event the Executive dies prior to Separation from Service, the Employer shall pay the Beneficiary the Projected
Account Balance in lieu of any other benefit hereunder. This benefit shall be paid in a lump sum within ninety (90) days following
the Executive’s death, with the actual date of payment determined by the Employer in its sole discretion.


 


4.5            Death After Early Termination
but Prior to Normal Retirement Age. In the event the Executive dies after Early Termination, but prior to Normal Retirement
Age, the Employer shall pay the Beneficiary the Deferral Account Balance as of the date of death. This benefit shall be paid in
a lump sum within ninety (90) days following the Executive’s death, with the actual date of payment determined by the Employer
in its sole discretion.


 


4.6            Death 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 pay the Beneficiary the same amounts at the same times as the Employer would have paid the
Executive, had the Executive survived.


 


4.7            Termination for Cause. If
the Employer terminates the Executive’s employment for Cause, then the Executive shall forfeit all benefits hereunder.


 


4.8            Restriction 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.


 


4.9            Acceleration 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.


 






     

     


    

 


4.10            Delays 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 (or the Beneficiary in the event of the Executive’s death) 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.


 


4.11            Treatment of Payment as Made
on Designated Payment Date. Solely for purposes of determining compliance with Code Section 409A, 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.


 


4.12            Facility 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.


 






     

     


    

 


4.13            Excise 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.


 


4.14            Changes in Form or 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 5


BENEFICIARIES


 


5.1            Designation of Beneficiaries.
The Executive may designate any person to receive any benefits payable under the Agreement upon the Executive’s death, and
the designation may be changed from time to time by the Executive by filing a new designation. Each designation will revoke all
prior designations by the Executive, shall be in the form prescribed by the Administrator and shall be effective only when filed
in writing with the Administrator during the Executive’s lifetime. If the Executive names someone other than the Executive’s
spouse as a Beneficiary, the Administrator may, in its sole discretion, determine that spousal consent is required to be provided
in a form designated by the Administrator, executed by the Executive’s spouse and returned to the Administrator. The Executive’s
beneficiary designation shall be deemed automatically revoked if the Beneficiary predeceases the Executive or if the Executive
names a spouse as Beneficiary and the marriage is subsequently dissolved.


 


5.2            Absence of Beneficiary Designation.
In the absence of a valid Beneficiary designation, or if, at the time any benefit payment is due to a Beneficiary, there is no
living Beneficiary validly named by the Executive, the Employer shall pay the benefit payment to the Executive’s spouse.
If the spouse is not living then the Employer shall pay the benefit payment to the Executive’s living descendants per
stirpes, and if there are no living descendants, to the Executive’s estate. In determining the existence or identity
of anyone entitled to a benefit payment, the Employer may rely conclusively upon information supplied by the Executive’s
personal representative, executor, or administrator.


 






     

     


    

 


ARTICLE 6





ADMINISTRATION


 


6.1            Administrator 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, Executive or Beneficiary.
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.


 


6.2            Administrator 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.


 


6.3            Binding 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.


 


6.4            Compensation, 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 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.


 


6.5            Employer 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.


 


6.6            Termination 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 prohibit the Executive from receiving any additional Contributions hereunder.


 


6.7            Compliance 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 or Beneficiary. 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 7


CLAIMS AND REVIEW PROCEDURES


 


7.1            Claims 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.


 


7.2            Review 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 8


AMENDMENT AND TERMINATION


 


8.1            Agreement Amendment Generally.
Except as provided in Section 8.2, this Agreement may be amended only by a written agreement signed by both the Employer and the
Executive.


 


8.2            Amendment 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.


 


8.3            Agreement Termination Generally.
Except as provided in Section 8.4, this Agreement may be terminated only by a written agreement signed by the Employer and the
Executive. 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 4.


 






     

     


    

 


8.4            Effect of Complete Termination.
Notwithstanding anything to the contrary in Section 8.3, 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 under Subsections (a) and (c) below, the Employer shall pay the Deferral Account balance to the Executive.
In the event of such a complete termination under Subsection (b), the Employer shall pay the Projected Account Balance to the Executive.
In any event, 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 9


MISCELLANEOUS


 


9.1            No Effect on Other 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.


 


9.2            State 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 Virginia without regard to its conflicts of laws principles.


 


9.3            Validity. In case any provision
of this Agreement shall be illegal or invalid for any reason, said illegality or invalidity shall not 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.


 


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


 


9.5            Unsecured General Creditor Status.
Payment to the Executive or any Beneficiary 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, neither the Executive nor the Beneficiary shall have any rights whatsoever in said policy or the proceeds therefrom.


 


9.6            Life 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.


 


9.7            Unclaimed Benefits. The Executive
shall keep the Employer informed of the Executive’s current address and the current address of the Beneficiary. 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 Beneficiary. If the location of the Beneficiary is not made known to the Employer by the end of an additional
two (2) month period following 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 and Beneficiary shall thereupon forfeit all rights to any benefits provided under this Agreement.


 






     

     


    

 


9.8            Suicide or Misstatement.
No benefit shall be distributed hereunder if the Executive commits suicide within two (2) years after the Effective Date, or if
an insurance company which issued a life insurance policy covering the Executive and owned by the Employer denies coverage (i)
for material misstatements of fact made by the Executive on an application for life insurance, or (ii) for any other reason.


 


9.9            Removal. 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.


 


9.10            Forfeiture Provision. The
Employer shall not pay any benefit under this Agreement if the Executive, during the term of the Executive’s employment with
the Employer or during the two-year period commencing with Separation from Service, and without the prior written consent of the
Employer, engages in, becomes interested in, directly or indirectly, as a sole proprietor, as a partner in a partnership, or as
a substantial shareholder in a corporation, or becomes associated with, in the capacity of employee, Executive, officer, principal,
agent, trustee or in any other capacity whatsoever, any enterprise conducted in the trading area (a fifty (50) mile radius of any
location of the Employer or any of its affiliates) of the business of the Employer, which enterprise is, or may deemed to be, competitive
with any business carried on by the Employer as of the date of Separation from Service. Notwithstanding the foregoing, the forfeiture
provision described in this Section shall not apply following a Change of Control.


 


9.11            Notice. 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 or Beneficiary under this Agreement shall be sufficient if in writing and hand-delivered
or sent by mail to the last known address of the Executive or Beneficiary, as appropriate. 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.


 


9.12            Headings 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.


 






     

     


    

 


9.13            Alternative 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.


 


9.14            Coordination with Other Benefits.
The benefits provided for the Executive or the Beneficiary 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.


 


9.15            Inurement. 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, administrators, and the Beneficiary.


 


9.16            Tax 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.


 


9.17            Aggregation of Agreement.
If the Employer offers other account balance deferred compensation plans in addition to this Agreement, 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:
	 	 	 
	 	 	By:	 	 
	 	 	Its:	 	 


 


 




     

     


    

 


 


PERFORMANCE DRIVEN RETIREMENT PLAN AGREEMENT


 


Beneficiary Designation


 


I, [Officer], designate the following
as Beneficiary under this Agreement:


 


Primary


 


____________________________________________________________________________________
   _______%


 


____________________________________________________________________________________
   _______%


 


Contingent


 


____________________________________________________________________________________
   _______%


 


____________________________________________________________________________________   
_______%


 


I understand that I may change this beneficiary
designation by delivering a new written designation to the Administrator, which shall be effective only upon receipt by the Administrator
prior to my death. I further understand that a specific designation will be automatically revoked if such Beneficiary predeceases
me or if I have named my spouse as Beneficiary and our marriage is subsequently dissolved.


 


	Signature: _______________________________	Date: _______


 


SPOUSAL CONSENT (Required only if Administrator requests and
someone other than spouse is named Beneficiary)


 


I consent to the beneficiary designation above. I also acknowledge
that if I am named Beneficiary and my marriage is subsequently dissolved, the beneficiary designation will be automatically revoked.


 


Spouse Name: _______________________________


 


	Signature: _______________________________	Date: _______


 


 


 


Received by the Administrator this ________ day of ___________________,
20__


 


By: _________________________________


Title: _________________________________