Exhibit 10.35





EXHIBIT No. 10.35




Director* Compensation Summary




2009 Annual Retainer




$15,000 annual retainer of which $10,000 was available in the form of Restricted Stock or cash and
$5,000 payable in equal quarterly installments.



Meeting Fees




For each meeting of the board of directors of Green Bankshares, Inc. (the “Company”) a director
receives $600, including payment for up to two missed meetings. Directors must be present at
special meetings to be paid.



For each meeting of the board of directors of GreenBank (the “Bank”) a director receives $600,
including payment for up to two missed meetings.



Committee Meeting Fees




Members of the Executive Committee of the Bank’s board of directors receive $450 for each
twice-monthly meeting of the Executive Committee that they attend. Each of the two permanent
members of the Executive Committee, Martha Bachman and W.T. Daniels, also receive an annual
retainer of $1,500, payable in equal quarterly installments.



Members of the joint Audit Committee of the Bank’s and the Company’s boards of directors receive
$450 per meeting as well as an annual retainer fee of $1,500 paid in equal quarterly installments.
The chairman of the Audit Committee also receives an annual retainer of $6,000.



Members of the joint Compensation Committee of the Bank’s and the Company’s boards of directors
receive $300 per meeting as well as an annual retainer fee of $1,500 paid in equal quarterly
installments. The chairman of the Compensation Committee also receives an annual retainer of
$2,500.



Directors receive $300 per meeting for all other committee meetings attended.



Deferred Compensation




Directors are permitted to defer their director fees pursuant to deferred compensation plans
adopted by the Bank and the Company. The Company paid interest on balances in the Plan from a
formula which provides an annual earnings crediting rate based on 75% of the annual return on
average stockholders’ equity on balances in the plan until the director experiences a separation
from service, and, thereafter, at an earnings crediting rate of 56.25% of the Company’s return on
average stockholders’ equity. Under the second plan, which was adopted in September 2004 and then
amended in December 2005 to comply Section 409A of the Internal Revenue Code of 1986, as amended,
directors are permitted to defer additional board and committee meeting fees, beyond those being
deferred under the original plan, into certain investment vehicles, including a “deemed” investment
in the Company’s common stock.



Equity Incentives




Each director is eligible to participate in the Company’s Amended and Restated 2004 Long-Term
Incentive Plan.





	 	 	 
	*	 	Includes directors that are also employees of the Company or the Bank.




 


 









 




Named Executive Officer Compensation Summary



The following 2009 base salaries have been approved for payment to those persons who are expected
to be the Company’s named executive officers for the year ended December 31, 2009 and the following
cash bonuses were paid for 2008 performance:



	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	2008	 
	Name	 	Title	 	Salary	 	 	Bonus	 
	 
	R. Stan Puckett
	 	Chairman of the Board and Chief Executive Officer of the Company and the Bank	 	$	325,000	 	 	$	0.00	 
	 
	 	 	 	 	 	 	 	 	 	 
	Kenneth R. Vaught
	 	President and Chief Operating Officer of the Company and the Bank	 	$	267,000	 	 	$	0.00	 
	 
	 	 	 	 	 	 	 	 	 	 
	James E. Adams
	 	Executive Vice President, Chief Financial Officer and Secretary of the Company and the Bank	 	$	228,000	 	 	$	0.00	 
	 
	 	 	 	 	 	 	 	 	 	 
	Steve L. Droke
	 	Senior Vice President and Chief Credit Officer of  the Bank	 	$	183,325	 	 	$	0.00	 
	 
	 	 	 	 	 	 	 	 	 	 
	William C. Adams
	 	Senior Vice President and Chief Information Officer of the Bank	 	$	172,682	 	 	$	0.00	 







Bonus




Each named executive officer is also eligible to participate in the Company’s cash bonus plan. Any
bonus earned is typically paid in the first quarter of the year following the year in which the
bonus is earned.



Equity Based Incentives




The named executive officers are also eligible to participate in the Company’s 2004 Long-Term
Incentive Plan.



Benefits




The named executive officers are also eligible to participate in the Company’s and the Bank’s
broad-based benefit programs generally available to the Company’s and the Bank’s employees,
including the health, disability and life insurance programs and may defer a portion of their base
salary and bonus under the terms of a deferred compensation plan available to the Company’s
executive officers and members of senior management.



Additional Information




The foregoing information is summary in nature. Additional information regarding director and named
executive officer compensation will be included in the Company’s proxy statement for the Company’s
2009 annual meeting.


 


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