Salary Continuation Agreement between the Bank and Harry P. Umberger



 Exhibit 10.9 
 BANK OF THE JAMES 
 Salary Continuation Agreement 
  
  
  
 BANK OF THE JAMES 
 SALARY
CONTINUATION AGREEMENT 
 This SALARY CONTINUATION AGREEMENT (this “Agreement”) is adopted this
6th day of August, 2009, by and between BANK OF THE JAMES, a state-chartered
commercial bank located in Lynchburg, Virginia (the “Bank”), and HARRY P. UMBERGER (the “Executive”). 
 The
purpose of this Agreement is to provide specified benefits to the Executive, a member of a select group of management or highly compensated employees who contribute materially to the continued growth, development and future business success of the
Bank. This Agreement shall be unfunded for tax purposes and for purposes of Title I of the Employee Retirement Income Security Act of 1974 (“ERISA”), as amended from time to time. 
 Article 1 
 Definitions 
 Whenever used in this Agreement, the following words and phrases shall have the meanings specified: 
  

	1.1	“Account Value” means the amount shown on Schedule A under the heading Account Value. The parties expressly acknowledge that the Account Value may be different than
the liability that should be accrued by the Bank, under Generally Accepted Accounting Principles (“GAAP”), for the Bank’s obligation to the Executive under this Agreement. 

  

	1.2	“Beneficiary” means each designated person or entity, or the estate of the deceased Executive, entitled to any benefits upon the death of the Executive pursuant to
Article 4. 

  

	1.3	“Beneficiary Designation Form” means the form established from time to time by the Plan Administrator that the Executive completes, signs and returns to the Plan
Administrator to designate one or more Beneficiaries. 

  

	1.4	“Board” means the Board of Directors of the Bank as from time to time constituted. 

  

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

  

	1.6	“Code” means the Internal Revenue Code of 1986, as amended, and all regulations and guidance thereunder, including such regulations and guidance as may be
promulgated after the Effective Date. 









	1.7	“Disability” means the Executive: (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental
impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months; or (ii) is, by reason of any medically determinable physical or mental impairment which can be
expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan
covering employees or directors of the Bank. Medical determination of Disability may be made by either the Social Security Administration or by the provider of disability insurance covering employees or directors of the Bank provided that the
definition of “disability” applied under such insurance program complies with the requirements of the preceding sentence. Upon the request of the Plan Administrator, the Executive must submit proof to the Plan Administrator of the Social
Security Administration’s or the provider’s determination. 

  

	1.8	“Early Termination” means the Executive’s Separation from Service before attainment of Normal Retirement Age except when such Separation from Service occurs
within twenty-four (24) months following a Change in Control or due to death, Termination for Cause or Disability. 

  

	1.9	“Effective Date” means July 1, 2009. 

  

	1.10	“Normal Retirement Age” means the Executive’s age sixty-five (65). 

  

	1.11	“Normal Retirement Date” means the later of the Executive’s Normal Retirement Age or Separation from Service. 

  

	1.12	“Plan Administrator” means the Board or such committee or person as the Board shall appoint. 

  

	1.13	“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 of this Agreement and end on the following December 31. 

  

	1.14	“Schedule A” means the schedule attached to this Agreement and made a part hereof. Schedule A shall be updated upon a change in any of the benefits under Articles 2
or 3. 

  

	1.15	 “Separation from Service” means termination of the Executive’s employment with the Bank for reasons other than death or Disability. Whether a
Separation from Service has occurred is determined in accordance with the requirements of Code Section 409A based on whether the facts and circumstances indicate that the Bank and Executive reasonably anticipated that no further services would
be performed after a certain 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 (whether as an employee or an independent contractor) over the immediately
preceding thirty-six (36) month period (or the full period of services to the Bank if the Executive has been providing services to the Bank less than thirty-six (36) months). 


  

	1.16	“Specified Employee” means an employee who at the time of Separation from Service is a key employee of the Bank, if any stock of the Bank is publicly traded on an
established securities market or otherwise. For purposes of this Agreement, an employee is a key employee if the employee meets the requirements of Code Section 416(i)(1)(A)(i), (ii), or (iii) (applied in accordance with the regulations
thereunder and disregarding section 416(i)(5)) at any time during the twelve (12) month period ending on December 31 (the “identification period”). If the employee is a key employee during an identification period, the employee
is treated as a key employee for purposes of this Agreement during the twelve (12) month period that begins on the first day of April following the close of the identification period. 

  

	1.17	“Termination for Cause” means Separation from Service for: 

  

	 	(a)	Gross negligence or gross neglect of duties to the Bank; 

  

	 	(b)	Conviction of a felony or of a gross misdemeanor involving moral turpitude in connection with the Executive’s employment with the Bank; or 

  

	 	(c)	Fraud, disloyalty, dishonesty or willful violation of any law or significant Bank policy committed in connection with the Executive’s employment and resulting in a material
adverse effect on the Bank. 

 Article 2 
 Distributions During Lifetime 
  

	2.1	Normal Retirement Benefit. Upon Separation from Service after attaining Normal Retirement Age, the Bank shall distribute to the Executive the benefit described in this
Section 2.1 in lieu of any other benefit under this Article. 

  

	 	2.1.1 	Amount of Benefit. The annual benefit under this Section 2.1 is Ninety Thousand Three Hundred Dollars ($90,300). 

  

	 	2.1.2 	Distribution of Benefit. The Bank shall distribute the annual benefit to the Executive in twelve (12) equal monthly installments commencing within ninety (90) days
following the Executive’s Normal Retirement Date. The annual benefit shall be distributed to the Executive for fifteen (15) years. 

  

	2.2	Early Termination Benefit. If Early Termination occurs, the Bank shall distribute to the Executive the benefit described in this Section 2.2 in lieu of any other benefit
under this Article. 









	 	2.2.1 	Amount of Benefit. The annual benefit under this Section 2.2 is the vested Account Value as set forth on Schedule A determined as of the end of the Plan Year preceding
Separation from Service. This benefit is determined by vesting the Executive in fifty percent (50%) of the Account Value at the end of the second Plan Year, and in an additional ten percent (10%) of said amount for each succeeding Plan
Year thereafter until the Executive becomes one hundred percent (100%) vested in the Account Value. 

  

	 	2.2.2 	Distribution of Benefit. The Bank shall distribute the annual benefit to the Executive in twelve (12) equal monthly installments commencing within ninety (90) days
following Separation from Service. The annual benefit shall be distributed to the Executive for fifteen (15) years. 

  

	2.3	Disability Benefit. If the Executive experiences a Disability prior to Normal Retirement Age, the Bank shall distribute to the Executive the benefit described in this
Section 2.3 in lieu of any other benefit under this Article. 

  

	 	2.3.1 	Amount of Benefit. The annual benefit under this Section 2.3 is one hundred percent (100%) of the Account Value set forth on Schedule A determined as of the
end of the Plan Year preceding such Disability. Interest shall be credited to the Account Value for each Plan Year from Disability until Normal Retirement Age at an annual rate equal to six percent (6%). 

  

	 	2.3.2 	Distribution of Benefit. The Bank shall distribute the benefit to the Executive in twelve (12) equal monthly installments commencing within ninety (90) days
following Normal Retirement Age. The annual benefit shall be distributed to the Executive for fifteen (15) years. 

  

	2.4	Change in Control Benefit. If a Change in Control occurs prior to Normal Retirement Age, followed within twenty-four (24) months by Separation from Service, the Bank
shall distribute to the Executive the benefit described in this Section 2.4 in lieu of any other benefit under this Article. 

  

	 	2.4.1 	Amount of Benefit. The annual benefit under this Section 2.4 is one hundred percent (100%) of the Account Value as set forth on Schedule A determined as of the end
of the Plan Year preceding Separation from Service. 

  

	 	2.4.2 	Distribution of Benefit. The Bank shall distribute the annual benefit to the Executive in twelve (12) equal monthly installments commencing within ninety (90) days
following Separation from Service. The annual benefit shall be distributed to the Executive for fifteen (15) years. 

  

	2.5	 Restriction on Commencement of Distributions. Notwithstanding any provision of this Agreement to the contrary, if the Executive is considered a
Specified Employee, the provisions of this Section 2.5 shall govern all distributions hereunder. If benefit distributions which would otherwise be made to the Executive due to Separation from 











	 	 
Service are limited because the Executive is a Specified Employee, then such distributions 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.
All subsequent distributions shall be paid in the manner specified. The Bank shall pay an additional amount representing interest on the distributions which would have been made during such six (6) month period. Such amount shall be paid to the
Executive on the first day of the seventh month following Separation from Service. 


  

	2.6	Distributions Upon Taxation of Amounts Deferred. If, pursuant to Code Section 409A, the Federal Insurance Contributions Act or other state, local or foreign tax, the
Executive becomes subject to tax on the amounts deferred hereunder, then the Bank may make a limited distribution to the Executive in a manner that conforms to the requirements of Code section 409A. Any such distribution will decrease the
Executive’s benefits distributable under this Agreement. 

  

	2.7	Change in Form or Timing of Distributions. For distribution of benefits under this Article 2, the Executive and the Bank may, subject to the terms of Section 8.1,
amend this Agreement to delay the timing or change the form of distributions. Any such amendment: 

  

	 	(a)	may not accelerate the time or schedule of any distribution, except as provided in Code Section 409A; 

  

	 	(b)	must, for benefits distributable under Section 2.3, be made at least twelve (12) months prior to the first scheduled distribution; 

  

	 	(c)	must, for benefits distributable under Sections 2.1, 2.2 and 2.4, delay the commencement of distributions for a minimum of five (5) years from the date the first distribution
was originally scheduled to be made; and 

  

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

 Article 3 
 Distribution at Death 
  

	3.1	Death During Active Service. If the Executive dies prior to Separation from Service, the Bank shall distribute to the Beneficiary the benefit described in this
Section 3.1. This benefit shall be distributed in lieu of any benefit under Article 2. 

  

	 	3.1.1 	Amount of Benefit. The annual benefit under this Section 3.1 is Ninety Thousand Three Hundred Dollars ($90,300). 

  

	 	3.1.2 	Distribution of Benefit. The Bank shall distribute the annual benefit to the Beneficiary in twelve (12) equal monthly installments commencing within ninety
(90) days following the Executive’s death. The annual benefit shall be distributed to the Beneficiary for fifteen (15) years. The Beneficiary shall be required to provide to the Bank the Executive’s death certificate.










	3.2	Death During Distribution of a Benefit. If the Executive dies after any benefit distributions have commenced under this Agreement but before receiving all such distributions,
the Bank shall distribute to the Beneficiary the remaining benefits at the same time and in the same amounts they would have been distributed to the Executive had the Executive survived. 

  

	3.3	Death Before Benefit Distributions Commence. If the Executive is entitled to benefit distributions under this Agreement but dies prior to the date that
commencement of said benefit distributions are scheduled to be made under this Agreement, the Bank shall distribute to the Beneficiary the same benefits to which the Executive was entitled prior to death, except that the benefit distributions shall
be paid in the manner specified in Section 3.1.2 and shall commence within ninety (90) days following the Executive’s death. 

 Article 4 
 Beneficiaries 
  

	4.1	In General. The Executive shall have the right, at any time, to designate a Beneficiary to receive any benefit distributions under this Agreement upon the death of the
Executive. The Beneficiary designated under this Agreement may be the same as or different from the beneficiary designated under any other plan of the Bank in which the Executive participates. 

  

	4.2	Designation. The Executive shall designate a Beneficiary by completing and signing the Beneficiary Designation Form and delivering it to the Plan Administrator or its
designated agent. If the Executive names someone other than the Executive’s spouse as a Beneficiary, the Plan Administrator may, in its sole discretion, determine that spousal consent is required to be provided in a form designated by the Plan
Administrator, executed by the Executive’s spouse and returned to the Plan 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. The Executive shall have the right to change a Beneficiary by completing, signing and otherwise complying with the terms of the Beneficiary Designation Form and the Plan
Administrator’s rules and procedures. Upon the acceptance by the Plan Administrator of a new Beneficiary Designation Form, all Beneficiary designations previously filed shall be cancelled. The Plan Administrator shall be entitled to rely on the
last Beneficiary Designation Form filed by the Executive and accepted by the Plan Administrator prior to the Executive’s death. 

  

	4.3	Acknowledgment. No designation or change in designation of a Beneficiary shall be effective until received, accepted and acknowledged in writing by the Plan Administrator or
its designated agent. 









	4.4	No Beneficiary Designation. If the Executive dies without a valid beneficiary designation, or if all designated Beneficiaries predecease the Executive, then the
Executive’s spouse shall be the designated Beneficiary. If the Executive has no surviving spouse, any benefit shall be paid to the Executive’s estate. 

  

	4.5	Facility of Distribution. If the Plan Administrator determines in its discretion that a benefit is to be distributed to a minor, to a person declared incompetent or to a
person incapable of handling the disposition of that person’s property, the Plan Administrator may direct distribution of such benefit to the guardian, legal representative or person having the care or custody of such minor, incompetent person
or incapable person. The Plan Administrator may require proof of incompetence, minority or guardianship as it may deem appropriate prior to distribution of the benefit. Any distribution of a benefit shall be a distribution for the account of the
Executive and the Beneficiary, as the case may be, and shall completely discharge any liability under this Agreement for such distribution amount. 

 Article 5 
 General Limitations 
  

	5.1	Termination for Cause. Notwithstanding any provision of this Agreement to the contrary, the Bank shall not distribute any benefit under this Agreement if the Executive’s
employment with the Bank is terminated by the Bank or an applicable regulator due to a Termination for Cause. 

  

	5.2	Suicide or Misstatement. No benefit shall be distributed 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 Bank denies coverage (i) for material misstatements of fact made by the Executive on an application for such life insurance, or (ii) for any other reason.


  

	5.3	Removal. Notwithstanding any provision of this Agreement to the contrary, the Bank shall not distribute any benefit under this Agreement if the Executive is subject to
a final removal or prohibition order issued by an appropriate federal banking agency pursuant to Section 8(e) of the Federal Deposit Insurance Act. Notwithstanding anything herein to the contrary, any payments made to the Executive pursuant to
this Agreement, or otherwise, shall be subject to and conditioned upon compliance with 12 U.S.C. 1828 and FDIC Regulation 12 CFR Part 359, Golden Parachute Indemnification Payments and any other regulations or guidance promulgated thereunder.









 Article 6 
 Administration of Agreement 
  

	6.1	Plan Administrator Duties. The Plan Administrator shall administer this Agreement according to its express terms and shall also have the discretion and authority to
(i) make, amend, interpret and enforce all appropriate rules and regulations for the administration of this Agreement and (ii) decide or resolve any and all questions, including interpretations of this Agreement, as may arise in connection
with this Agreement to the extent the exercise of such discretion and authority does not conflict with Code Section 409A. 

  

	6.2	Agents. In the administration of this Agreement, the Plan Administrator may employ agents and delegate to them such administrative duties as the Plan Administrator sees fit,
including acting through a duly appointed representative, and may from time to time consult with counsel who may be counsel to the Bank. 

  

	6.3	Binding Effect of Decisions. Any decision or action of the Plan 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 and conclusive and binding upon all persons having any interest in this Agreement. 

  

	6.4	Indemnity of Plan Administrator. The Bank shall indemnify and hold harmless the Plan Administrator against any and all claims, losses, damages, expenses or liabilities
arising from any action or failure to act with respect to this Agreement, except in the case of willful misconduct by the Plan Administrator. 

  

	6.5	Bank Information. To enable the Plan Administrator to perform its functions, the Bank shall supply full and timely information to the Plan Administrator on all matters
relating to the date and circumstances of the Executive’s death, Disability or Separation from Service, and such other pertinent information as the Plan Administrator may reasonably require. 

  

	6.6	Annual Statement. The Plan Administrator shall provide to the Executive, within one hundred twenty (120) days after the end of each Plan Year, a statement setting forth
the benefits to be distributed under this Agreement. 

 Article 7 
 Claims And Review Procedures 
  

	7.1	Claims Procedure. An Executive or Beneficiary (“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: 

  

	 	7.1.1 	Initiation – Written Claim. The claimant initiates a claim by submitting to the Plan 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. 









	 	7.1.2 	Timing of Plan Administrator Response. The Plan Administrator shall respond to such claimant within ninety (90) days after receiving the claim. If the Plan
Administrator determines that special circumstances require additional time for processing the claim, the Plan 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 Plan Administrator expects to render its decision.


  

	 	7.1.3 	Notice of Decision. If the Plan Administrator denies part or all of the claim, the Plan Administrator shall notify the claimant in writing of such denial. The Plan
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 description of any additional information or material necessary for the claimant to perfect the claim and an explanation of why it is needed; 

  

	 	(d)	An explanation of this Agreement’s review procedures and the time limits applicable to such procedures; and 

  

	 	(e)	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 Plan Administrator denies part or all of the claim, the claimant shall have the opportunity for a full and fair review by the Plan Administrator of
the denial as follows: 

  

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

  

	 	7.2.2 	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 Plan 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. 









	 	7.2.3 	Considerations on Review. In considering the review, the Plan 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. 

  

	 	7.2.4 	Timing of Plan Administrator Response. The Plan Administrator shall respond in writing to such claimant within sixty (60) days after receiving the request for review. If
the Plan Administrator determines that special circumstances require additional time for processing the claim, the Plan 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 Plan Administrator expects to render its decision.


  

	 	7.2.5	Notice of Decision. The Plan Administrator shall notify the claimant in writing of its decision on review. The Plan 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 
 Amendments and Termination 
  

	8.1	Amendments. This Agreement may be amended only by a written agreement signed by the Bank and the Executive. However, the Bank may unilaterally amend this Agreement to conform
with written directives to the Bank from its auditors or banking regulators or to comply with legislative changes or tax law, including without limitation Code Section 409A. 

  

	8.2	Plan Termination Generally. This Agreement may be terminated only by a written agreement signed by the Bank and the Executive. The benefit shall be the Account Value as of
the date this Agreement is terminated. Except as provided in Section 8.3, the termination of this Agreement 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 or Article 3. 









	8.3	Plan Terminations Under Code Section 409A. Notwithstanding anything to the contrary in Section 8.2, if the Bank terminates this Agreement in the following
circumstances: 

  

	 	(a)	Within thirty (30) days before or twelve (12) months after a Change in Control, provided that all distributions are made no later than twelve (12) months following
such termination of this Agreement and further provided that all the Bank’s arrangements which are substantially similar to this Agreement are terminated so the Executive and all participants in the similar arrangements
are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of such termination; 

  

	 	(b)	Upon the Bank’s dissolution or with the approval of a bankruptcy court provided that the amounts deferred under this Agreement are included in the Executive’s gross income
in the latest of (i) the calendar year in which this Agreement terminates; (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 distribution
is administratively practical; or 

  

	 	(c)	Upon the Bank’s termination of this and all other arrangements that would be aggregated with this Agreement pursuant to Treasury Regulations Section 1.409A-1(c) if the
Executive participated in such arrangements (“Similar Arrangements”), provided that (i) the termination and liquidation does not occur proximate to a downturn in the financial health of the Bank, (ii) all termination
distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and (iii) the Bank does not adopt any new arrangement that would be a Similar Arrangement for a minimum of
three (3) years following the date the Bank takes all necessary action to irrevocably terminate and liquidate the Agreement; 

 the Bank may distribute the Account Value, determined as of the date of the termination of this Agreement, to the Executive in a lump sum subject to the above terms. 
 Article 9 
 Miscellaneous 
  

	9.1	Binding Effect. This Agreement shall bind the Executive and the Bank and their beneficiaries, survivors, executors, administrators and transferees. 


 

	9.2	No Guarantee of Employment. This Agreement is not a contract for employment. It does not give the Executive the right to remain as an employee of the Bank nor interfere with
the Bank’s right to discharge the Executive. It does not require the Executive to remain an employee nor interfere with the Executive’s right to terminate employment at any time. 









	9.3	Non-Transferability. Benefits under this Agreement cannot be sold, transferred, assigned, pledged, attached or encumbered in any manner. 

  

	9.4	Tax Withholding and Reporting. The Bank shall withhold any taxes that are required to be withheld, including but not limited to taxes owed under Code Section 409A from
the benefits provided under this Agreement. The Executive acknowledges that the Bank’s sole liability regarding taxes is to forward any amounts withheld to the appropriate taxing authorities. The Bank shall satisfy all applicable reporting
requirements, including those under Code Section 409A. 

  

	9.5	Applicable Law. This Agreement and all rights hereunder shall be governed by the laws of the Commonwealth of Virginia, except to the extent preempted by the laws of the
United States of America. 

  

	9.6	Unfunded Arrangement. The Executive and the Beneficiary are general unsecured creditors of the Bank for the distribution of benefits under this Agreement. The benefits
represent the mere promise by the Bank to distribute such benefits. The rights to benefits are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment by creditors. Any
insurance on the Executive’s life or other informal funding asset is a general asset of the Bank to which the Executive and Beneficiary have no preferred or secured claim. 

  

	9.7	Reorganization. The Bank shall not merge or consolidate into or with another bank, or reorganize, or sell substantially all of its assets to another bank, firm or
person unless such succeeding or continuing bank, firm or person agrees to assume and discharge the obligations of the Bank under this Agreement. Upon the occurrence of such an event, the term “Bank” as used in this Agreement shall be
deemed to refer to the successor or survivor entity. 

  

	9.8	Entire Agreement. This Agreement constitutes the entire agreement between the Bank 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. 

  

	9.9	Interpretation. 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. 

  

	9.10	Alternative Action. In the event it shall become impossible for the Bank or the Plan Administrator to perform any act required by this Agreement due to regulatory or other
constraints, the Bank or Plan 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 Bank, provided that such alternative act does not violate Code
Section 409A. 

  

	9.11	Headings. Article and section headings are for convenient reference only and shall not control or affect the meaning or construction of any provision herein.










	9.12	Validity. If 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 included herein. 

  

	9.13	Notice. Any notice or filing required or permitted to be given to the Bank or Plan Administrator under this Agreement shall be sufficient if in writing and hand-delivered or
sent by registered or certified mail to the address below: 

  

					
		 	Bank of the James	 	
		 	828 Main St.	 	
		 	Lynchburg, VA 24504	 	

 Such 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 on the receipt for registration or certification. 
 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. 
  

	9.14	Deduction Limitation on Benefit Payments. If the Bank reasonably anticipates that the Bank’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 Bank to ensure that the entire amount of any distribution from this Agreement is deductible, the Bank 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 Bank reasonably anticipates that the deduction of
the payment of the amount will not be limited or eliminated by application of Code Section 162(m). 

  

	9.15	Compliance with Section 409A. This Agreement shall be interpreted and administered consistent with Code Section 409A. 

 IN WITNESS WHEREOF, the Executive and a duly authorized representative of the Bank have signed this Agreement. 
  

									
	EXECUTIVE:	 		 	BANK:
			
		 		 	BANK OF THE JAMES
				
	/S/ Harry P. Umberger	 		 	By:	 	/s/ J. Todd Scruggs
	HARRY P. UMBERGER	 		 	Title:	 	EVP-CFO








 BANK OF THE JAMES 
 Salary
Continuation Agreement 
 Beneficiary Designation Form 
  
  
  
  

	{    }	  New Designation 

  

	{    }	  Change in Designation 

 I, HARRY P. UMBERGER,
designate the following as Beneficiary under this Agreement: 
  

			
	   Primary:
	  	
		
	   ________________________________________________________________________________________
	  	_____%
		
	   ________________________________________________________________________________________
	  	_____%
		
	   Contingent:
	  	
		
	   ________________________________________________________________________________________
	  	_____%
		
	   ________________________________________________________________________________________
	  	_____%

 Notes: 
  

	 	•	 	 Please PRINT CLEARLY or TYPE the names of the beneficiaries. 


  

	 	•	 	 To name a trust as Beneficiary, please provide the name of the trustee(s) and the exact name and date of the trust agreement.



  

	 	•	 	 To name your estate as Beneficiary, please write “Estate of [your name]”. 


  

	 	•	 	 Be aware that none of the contingent beneficiaries will receive anything unless ALL of the primary beneficiaries predecease you.



 I understand that I may change these beneficiary designations by delivering a new written designation to the Plan Administrator,
which shall be effective only upon receipt and acknowledgment by the Plan Administrator prior to my death. I further understand that the designations will be automatically revoked if the Beneficiary predeceases me, or, if I have named my spouse as
Beneficiary and our marriage is subsequently dissolved. 
 Name:
                                         
                        
 Signature:
                                         
                   Date:                    
 Received by the Plan Administrator this                  day of
                    , 200     
  

			
	By:	 	 
		
	Title:	 	 








 Plan Year Reporting 
 Salary Continuation Plan 
 Schedule A 
 Harry P. Umberger 
  

																									
	 Birth Date: 10/25/1965
 Plan Anniversary Date: 1/1/2010
 Normal Retirement:
10/25/2030, Age 65
 Normal Retirement Payment: Monthly for 15 years
	  	Early Termination	  	Disability	  	Change in Control	  	Pre-retire.
Death
Benefit
	  	Annual Benefit 2
Amount Payable
at
Separation from Service	  	Annual Benefit 2
Amount Payable
at
Normal Retirement Age	  	Annual Benefit 2
Amount Payable at
Separation from Service	  	Annual 2
Benefit
	 Values as of
	 	 Discount
 Rate
	 	 	 Benefit
 Level
	 	Account Value	  	Vesting	 	 	Based On
Account Value	  	Vesting	 	 	Based On
Account Value	  	Vesting	 	 	Based On
Account Value	  	Based On
Benefit
	 	(1)	 	 	 (2)
	 	 (3)
	  	(4)	 	 	(5)	  	(6)	 	 	(7)	  	(8)	 	 	(9)	  	(10)
	 Jul 20091
	 			 	90,300	 		  	0	% 	 	0	  	100	% 	 	0	  	100	% 	 	0	  	90,300
	 Dec 2009
	 	6.00	% 	 	90,300	 	10,531	  	0	% 	 	0	  	100	% 	 	3,692	  	100	% 	 	1,061	  	90,300
	 Dec 2010
	 	6.00	% 	 	90,300	 	32,562	  	50	% 	 	1,640	  	100	% 	 	10,753	  	100	% 	 	3,281	  	90,300
	 Dec 2011
	 	6.00	% 	 	90,300	 	55,952	  	60	% 	 	3,383	  	100	% 	 	17,403	  	100	% 	 	5,638	  	90,300
	 Dec 2012
	 	6.00	% 	 	90,300	 	80,785	  	70	% 	 	5,698	  	100	% 	 	23,667	  	100	% 	 	8,140	  	90,300
	 Dec 2013
	 	6.00	% 	 	90,300	 	107,149	  	80	% 	 	8,637	  	100	% 	 	29,568	  	100	% 	 	10,796	  	90,300
		 	 	 	 	 	 	 	  	 	 	 	 	  	 	 	 	 	  	 	 	 	 	  	 
	 Dec 2014
	 	6.00	% 	 	90,300	 	135,139	  	90	% 	 	12,255	  	100	% 	 	35,125	  	100	% 	 	13,616	  	90,300
	 Dec 2015
	 	6.00	% 	 	90,300	 	164,856	  	100	% 	 	16,611	  	100	% 	 	40,360	  	100	% 	 	16,611	  	90,300
	 Dec 2016
	 	6.00	% 	 	90,300	 	196,406	  	100	% 	 	19,790	  	100	% 	 	45,290	  	100	% 	 	19,790	  	90,300
	 Dec 2017
	 	6.00	% 	 	90,300	 	229,901	  	100	% 	 	23,165	  	100	% 	 	49,934	  	100	% 	 	23,165	  	90,300
	 Dec 2018
	 	6.00	% 	 	90,300	 	265,462	  	100	% 	 	26,748	  	100	% 	 	54,308	  	100	% 	 	26,748	  	90,300
		 	 	 	 	 	 	 	  	 	 	 	 	  	 	 	 	 	  	 	 	 	 	  	 
	 Dec 2019
	 	6.00	% 	 	90,300	 	303,217	  	100	% 	 	30,552	  	100	% 	 	58,429	  	100	% 	 	30,552	  	90,300
	 Dec 2020
	 	6.00	% 	 	90,300	 	343,301	  	100	% 	 	34,591	  	100	% 	 	62,309	  	100	% 	 	34,591	  	90,300
	 Dec 2021
	 	6.00	% 	 	90,300	 	385,856	  	100	% 	 	38,878	  	100	% 	 	65,965	  	100	% 	 	38,878	  	90,300
	 Dec 2022
	 	6.00	% 	 	90,300	 	431,037	  	100	% 	 	43,431	  	100	% 	 	69,408	  	100	% 	 	43,431	  	90,300
	 Dec 2023
	 	6.00	% 	 	90,300	 	479,004	  	100	% 	 	48,264	  	100	% 	 	72,651	  	100	% 	 	48,264	  	90,300
		 	 	 	 	 	 	 	  	 	 	 	 	  	 	 	 	 	  	 	 	 	 	  	 
	 Dec 2024
	 	6.00	% 	 	90,300	 	529,929	  	100	% 	 	53,395	  	100	% 	 	75,705	  	100	% 	 	53,395	  	90,300
	 Dec 2025
	 	6.00	% 	 	90,300	 	583,996	  	100	% 	 	58,843	  	100	% 	 	78,582	  	100	% 	 	58,843	  	90,300
	 Dec 2026
	 	6.00	% 	 	90,300	 	641,397	  	100	% 	 	64,627	  	100	% 	 	81,292	  	100	% 	 	64,627	  	90,300
	 Dec 2027
	 	6.00	% 	 	90,300	 	702,339	  	100	% 	 	70,767	  	100	% 	 	83,845	  	100	% 	 	70,767	  	90,300
	 Dec 2028
	 	6.00	% 	 	90,300	 	767,039	  	100	% 	 	77,286	  	100	% 	 	86,249	  	100	% 	 	77,286	  	90,300
		 	 	 	 	 	 	 	  	 	 	 	 	  	 	 	 	 	  	 	 	 	 	  	 
	 Dec 2029
	 	6.00	% 	 	90,300	 	835,730	  	100	% 	 	84,207	  	100	% 	 	88,514	  	100	% 	 	84,207	  	90,300
	 Oct 2030
	 	6.00	% 	 	90,300	 	896,198	  	100	% 	 	90,300	  	100	% 	 	90,300	  	100	% 	 	90,300	  	90,300
		 	 	 	 	 	 	 	  	 	 	 	 	  	 	 	 	 	  	 	 	 	 	  	 

  

	1	 The first line reflects just the initial values as of July 1, 2009.



  

	2	 The annual benefit amount will be distributed in 12 equal monthly payments
for a total of 180 monthly payments. 


  

	*	IF THERE IS A CONFLICT IN ANY TERMS OR PROVISIONS BETWEEN THIS SCHEDULE A AND THE AGREEMENT, THE TERMS AND PROVISIONS OF THE AGREEMENT SHALL PREVAIL. IF A TRIGGERING EVENT
OCCURS, REFER TO THE AGREEMENT TO DETERMINE THE ACTUAL BENEFIT AMOUNT BASED ON THE DATE OF THE EVENT. 

 Salary Continuation Plan for Bank of
the James - Lynchburg, VA