Exhibit 10.12
AMENDMENT NUMBER TWO TO
EMPLOYMENT AGREEMENT
This Amendment Number Two is made as
of December 1, 2008, to the Employment Agreement dated as of
July 15, 1996 (the “Agreement”), by and between
Surrey Bank & Trust and Edward C. Ashby III
(“Executive”). This Amendment is being made solely to
conform the provisions of the Agreement to the requirements of
Section 409A and 280G(e) of the Internal Revenue Code of 1986,
as amended (“Code”).
1. Paragraph 10(e) of the Agreement
is amended to read as follows:
“(e) Such amounts payable
pursuant to this Paragraph 10 shall be paid in one lump sum within
sixty (60 days) following termination of this
Agreement.”
2. The Agreement is amended by
adding the following Paragraphs 15, 16 and 17:
15. Delayed Payments to
Specified Employee of Publicly Traded Corporation . If the
Officer qualifies as a “specified employee” within the
meaning of Treasury Regulation 1.409A-1(i) and if the Bank
determines that any benefit paid to the Officer hereunder is
deferred compensation as defined by Section 409A of the Code,
then notwithstanding anything herein to the contrary, the Bank
shall, to the extent necessary to avoid the imposition of
additional income taxes or penalties or interest on the Officer
under Section 409A of the Code, accumulate any payments of
such benefit due hereunder and pay such benefit to the Officer in a
lump-sum payment on the first day of the seventh month following
the date of the Officer’s termination of
employment.
16. Compliance with Code
Section 409A; No Deferral of Compensation . In
interpreting, construing or applying any provisions of the
Agreement, the same shall be construed in such manner as shall
comply with the terms of Section 409A of the Code, and in the
event of any inconsistency with the terms of Section 409A of the
Code, the Corporation shall reform the violating provision so as to
meet such terms. All payments of compensation due to Officer for
the performance of services pursuant to this Agreement,
