Unassociated Document


    Exhibit
10.1

     

    
      FIRST
AMENDMENT TO

      THE
TALBOT BANK OF EASTON, MARYLAND

      SUPPLEMENTAL DEFERRED COMPENSATION
PLAN

      


      The Talbot Bank of Easton, Maryland
(the “Employer”) has adopted the following First Amendment to The Talbot Bank of
Easton, Maryland Supplemental Deferred Compensation Plan (the
“Plan”).

       

      W I T N E S S E T H

      


      WHEREAS, pursuant to Section 8.1 of the
Plan, the Employer may amend the Plan; and

      


      WHEREAS, the Employer desires to amend
the Plan so that it complies with Section 409A of the Internal Revenue Code and
to correct several Section references contained therein.

      


      NOW, THEREFORE, the Plan is amended as
follows effective January 1, 2005:

      


      FIRST
AMENDMENT

      


      The term
“4.2” shall be substituted for the term “4.5” wherever the latter term is cited
in Sections 1.4 and 4.1, and the Section numbered “4.4” shall be renumbered
“4.3.”

       

      SECOND
AMENDMENT

      


      The following is added at the end of
Section 5.1:

      


      “Notwithstanding the preceding
sentence, no payment may be made upon the Participant’s termination of
employment unless such termination constitutes a “separation from service” under
Code Section 409A(a)(2)(A)(i) and T. Reg. §1.409A-1(h).”

      


      THIRD
AMENDMENT

      


      The first sentence of Section 6.1 is
revised to read as follows:

      


      “The Participant shall receive, within
90 days following his termination of employment with the Employer under Section
5.1, a distribution in an aggregate amount equal to the Participant’s
Account.”

      


      FOURTH
AMENDMENT

      


      The following is added after the first
sentence of Section 6.1:

      


      “Notwithstanding the preceding
sentence, if any stock of the Employer (or any person with whom the Company
would be considered a single employer under Code Sections 414(b) and (c)) is
publicly traded as of the date of the Participant’s termination of employment
under Section 5.1 and the Participant is a “Specified Employee” as of such date,
such distribution shall be made during the seventh calendar month following the
calendar month in which such termination of employment occurs.  A
Participant is a “Specified Employee” for the 12-month period beginning on a
particular April 1 if he is described in Code Section 416(i) (disregarding Code
Section 416(i)(5) and using the definition of compensation under T.
Reg.§1.415(c)-2(d)(4)) at any time during the 12-month period ending on the
preceding December 31.  The distribution will accrue interest between
the date of the Participant’s termination of employment and the date of payment
at a rate equal to the rate paid by the Employer on a six-month certificate of
deposit as in effect on the date of termination of employment.”

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      


      FIFTH
AMENDMENT

      


      Section 6.3 is revised to read as
follows:

      


      “If the Participant dies before payment
of his Account hereunder, the entire value of the Participant’s Account shall be
paid in a lump sum payment of cash to the person or persons designated in
accordance with Section 7.1 within 90 days following the date of
death.”

      


      SIXTH
AMENDMENT

      


      The following is added after Section
9.4:

      


      “9.5  PAYMENT UPON
TERMINATION.   Upon termination of the Plan, payments
under the Plan shall be made in accordance with Articles 5 and 6 at the time
such payments would otherwise be made.  Notwithstanding the preceding
sentence, payments may be accelerated if the Plan is terminated and liquidated
in accordance with T. Reg. §1.409A-3(j)(4)(ix).”

      


      SEVENTH
AMENDMENT

      


      The following is added at the end of
Section 11.2:

      


      “The Plan is intended to comply with
the requirements of Code Section 409A or an exemption or exclusion therefrom
and, with respect to amounts that are subject to Section 409A, shall in all
respects be administered in accordance with Section 409A.”

      


      EIGHTH
AMENDMENT

      


      The following is added at the end of
Section 11.3:

      


      “The preceding paragraph shall be
administered in accordance with T. Reg.§1.409A-3(g).”

       

      
        
           

        

        
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      IN WITNESS WHEREOF, the Employer and
the has caused this First Amendment to be executed on the 31st day of
December, 2008 by a duly authorized officer.

       

      
        
          	WITNESS:  	 	 	THE
      TALBOT BANK OF EASTON,      
                  MARYLAND

                	 
	 	 	 	 	 
	 	 	 	 	 
	
                  /s/

                	 	By:	
                  /s/
      William
      W. Duncan, Jr.

                	 
	
                   

                	 	Name:  	
                  William
      W. Duncan, Jr.

                	 
	
                   

                	 	Title:	
                  President/CEO

                	 



      

       

      Acknowledged
and accepted by the Participant this 31st day of
December, 2008:

       

      
        
          
            	WITNESS:  	 
	 	 
	 	 
	
                    /s/
      W. Moorhead Vermilye

                  	 
	
                    W.
      Moorhead Vermilye

                  	 
	
                     

                  	 


          

        

         

        
          
             

          

          
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