EXHIBIT 10.11
FIRST AMENDMENT TO THE EMPLOYMENT
AGREEMENT
This First Amendment to the
Employment Agreement by and among NB&T Financial Group, Inc., a
bank holding company incorporated under the laws of the State of
Ohio (“HOLDING COMPANY”), The National Bank and Trust
Company, a national banking association and a wholly-owned
subsidiary of HOLDING COMPANY (“BANK”), and John J.
Limbert, an individual (“EMPLOYEE”), is effective
December 16, 2008.
WITNESSETH:
WHEREAS, the parties entered into an
Employment Agreement as of November 20, 2007; and
WHEREAS, pursuant to Section 13
of the Employment Agreement, the parties desire to amend the
Employment Agreement to make certain changes necessary under
Section 409A of the Internal Revenue Code of 1986, as amended,
and the Treasury Regulations promulgated thereunder.
NOW, THEREFORE, the parties hereby
amend the Employment Agreement effective as of the date first
written above as follows:
1. The following subsection
(f) is hereby added to the end of Section 4(a)(B)(1) of
the Employment Agreement:
(f) Notwithstanding the foregoing,
no amounts will be distributed pursuant to this
Section 4(a)(B)(1) with respect to the termination of
employment of the EMPLOYEE without JUST CAUSE by the EMPLOYERS
within six months prior to the occurrence of a CHANGE OF
