Exhibit 10.6
AMENDMENT TO EMPLOYMENT
AGREEMENTS
MESSRS. BELL, DYSART, HERSHEY, AND
SMITH
By signing below, each of the
undersigned executives agrees to the following amendment to his
employment agreement with First National Corporation. The
amendments reflect Final Treasury Regulations under
Section 409A of the Internal Revenue Code of 1986, as amended
(the “Code”) and technical corrections thereto. This
amendment may be executed in counterparts.
First: Add to the end of the
second sentence of Section 7 (“Expense
Account”):
“, and other items identified
in written rules and policies of the Corporation.”
Second: Add to the end of
Section 7 (“Expense Account”):
No reimbursement provided under this
Section during one calendar year shall affect the expenses eligible
for reimbursement during another calendar year.
Third: Replace the current third
and fourth sentences of Section 10(d)(2)(ii) (dealing with
continuation of welfare plans) with the following:
To the extent required by
Section 409A of the Internal Revenue Code of 1986, as amended
(the “Code”) and Treasury Regulations thereunder (the
“409A Regulations”), (i) no reimbursement or
in-kind benefit provided under this Section 10(d)(2)(ii) in
one calendar year shall affect the expenses eligible for
reimbursement or in-kind benefits provided during another calendar
year; and (ii) any such reimbursement shall be paid by
December 31 of the calendar year following the calendar year
in which the reimbursed expense was incurred. It is intended and
anticipated that benefits under this Section will qualify as
medical reimbursements exempt from Code Section 409A or as
payments made on a specified date or fixed schedule. Nonetheless,
to the extent required by Code Section 409A and the 409A
Regulations, benefits (whether through plan participation,
reimbursement, in-kind benefits or otherwise) shall commence on the
first day of the month following the six-month anniversary of the
Employee’s termination or resignation, with any
reimbursements or other payments delayed under this sentence
payable in a single sum on such delayed commencement
date.
Fourth: Within the definition of
Change of Control (Section 10(i)(4)), replace the words “two
years” with “one year” in item (ii), relating to
changes in the Board of Directors.
Fifth: Delete the last sentence
of Section 10(i)(5) (dealing with implementation of the cap on
parachute payments).
