AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT
This Amended and Restated Change in Control Agreement (the "Agreement") among
The Adams National Bank ("Bank"), Abigail Adams National Bancorp
("Bancorp") and
Karen E. Troutman ("Executive"), is made and effective as of
December 15, 2008.
WHEREAS, the Bancorp,
the Bank and Executive
entered into a change
in control
agreement dated September 19, 2000 (the "Prior Agreement"); and
WHEREAS, Section 409A
of the Internal
Revenue Code of 1986,
as amended, (the
"Code"), effective January 1, 2005, requires deferred compensation
arrangements,
including those set
forth in change in control agreements, to comply with its
provisions and
restrictions
and limitations on payments of deferred
compensation; and
WHEREAS, the
Bancorp and the Bank desire to amend and restate the Prior
Agreement in order to make changes to comply with Code Section
409A; and
WHEREAS, Executive has agreed to such changes.
NOW, THEREFORE, in
consideration of the purposes set forth above, the covenants
and conditions herein contained, and other good and valuable
consideration, the
parties, intending to be bound, agree as follows:
1. Term. If a Change of Control occurs while Executive remains an employee of
Bank and Bancorp,
Executive shall be entitled to the compensation set forth in
paragraph 4 of this Agreement upon any subsequent termination of
her employment.
If Executive's status
as an employee of the Bank or Bancorp terminates for any
reason whatsoever at any time before the occurrence of a Change of
Control, this
Agreement shall terminate with Executive's employment and have no
further effect
at any time thereafter. The words "terminate(d)" or
"termination," when used in
connection with Executive's employment in any part of this
Agreement, shall mean
and include termination as a result of death, disability,
discharge, resignation
or any other reason.
2. Change of Control.
The term "Change of Control," as used herein, shall mean
(a) any transaction or
series of related
transactions by which
either Bank or
Bancorp merge or are consolidated with another company,
unless the
shareholders
of Bank or Bancorp, as
the case may be,
immediately before
such event hold at
least 80% of the outstanding voting stock of the surviving
entity thereafter;
(b) the sale or other transfer of more than 50% of Bank's or
Bancorp's assets in
a single transaction
or series of
related transactions out of the ordinary
course of business;
(c) any change in the
membership
of the Bank's
board of
directors in any two-year period such that those who
constituted
the board at
the beginning of such period are now less than a majority of the
board; (d) any
person shall become the beneficial owner of more than 50% of the
voting stock of
Bancorp as a result of
a tender or
exchange offer, open market purchases,
privately negotiated purchases or otherwise; or (e) the occurrence of any
other
event that
either the Bank or the Bancorp is or would be, if subject to
SEC
regulation, required
to report as a change
of control
pursuant to Item 6 of
Schedule 14A of SEC Regulation 14A.
3. Employment Prior to
Change of Control.
Executive shall remain in the employ
of Bank and Bancorp and shall faithfully perform all the duties of
Executive's
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position, in good
faith, during any
period following any
announcement by
any
person of a
transaction
which would, if effected, constitute a Change of
Control, until
such change has taken place, or the plan to make it has b
