SECOND AMENDMENT
TO
THE NATIONAL BANK OF
BLACKSBURG
SALARY CONTINUATION
AGREEMENT
DATED FEBRUARY 8,
2006
FOR
JAMES G. RAKES
THIS SECOND AMENDMENT is adopted
this 17th day of December, 2008, effective as of
January 1, 2006, by and between THE NATIONAL BANK OF
BLACKSBURG, a nationally-chartered commercial bank located in
Blacksburg, Virginia (the “Bank”), and JAMES G. RAKES
(the “Executive”).
The Bank and the Executive executed
the Salary Continuation Agreement on February 8, 2006 effective as
of January 1, 2006 (the “Agreement”).
The undersigned hereby amend the
Agreement for the purpose of bringing the Agreement into compliance
with Section 409A of the Internal Revenue Code. Therefore, the
following changes shall be made:
The following sentence is added
at the end of Section 1.13 of the Agreement:
In determining whether a Separation
from Service has occurred, the term “Bank” shall
include its affiliates required to be treated as a service
recipient along with the Bank for purposes of Section 409A of the
Code.
Sections 2.3 and 2.3.1 of the
Agreement shall be deleted in their entirety and replaced by the
following:
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2.3
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Disability Benefit
. If the Executive experiences a
Disability prior to Normal Retirement Age while in the active
service of the Bank, the Bank shall distribute to the Executive the
benefit described in this Section 2.3 in lieu of any other benefit
under this Article.
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2.3.1
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Amount of Benefit
. The annual benefit under this
Section 2.3 is the Disability Benefit set forth on Schedule A for
the Plan Year immediately preceding the date that the
Executive’s cessation of service with the Bank occurs due to
Disability; provided, however, if the Executive ceases service with
the Bank due to Disability on December 31st of a Plan Year, then
the Bank shall distribute the Disability Benefit set forth on
Schedule A for the Plan Year in which such Separation from Service
occurs.
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Section 2.4.3 of the Agreement
shall be deleted in its entirety and replaced by the
following:
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2.4.3
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Excess Parachute
Payment .
If any benefit payable under this
Agreement would create an excise tax under the excess parachute
rules of Section 280G of the Code, the Bank shall comply with any
applicable restrictions or limitations applicable to the Executive
in the Executive’s employment or other agreement, if any,
with the Bank or any affiliate of the Bank addressing the
same.
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Section 2.5 of the Agreement
shall be deleted in its entirety and replaced by the
follow
