Exhibit
10.1
DEFERRED COMPENSATION
AGREEMENT
As Amended and Restated
Effective December 31, 2008
THIS DEFERRED
COMPENSATION AGREEMENT, made this 31 st day of December 2008, by and between AMERICAN
NATIONAL BANK AND TRUST COMPANY, a national banking association
(the “Bank”), and CHARLES H. MAJORS (the
“Employee”), provides as follows.
WHEREAS, the
Bank values the ability of the Employee as an important member of
management and recognizes that his future services are vital to its
continued growth and profits and that the loss of his services
would result in substantial cost in the efficient and effective
operation of the Bank; and
WHEREAS, on
February 22, 1993, the Bank and the Employee entered into an
agreement providing for the payment of certain deferred
compensation benefits to the Employee, which agreement was
superseded by an agreement between the Bank and the Employee dated
June 12, 1997; and
WHEREAS, on
December 18, 2001, the Bank’s Board of Directors (the
“Board”) approved certain amendments to the June 12,
1997, agreement, subject to the Employee’s continued service
through December 31, 2001, which were reflected in the Deferred
Compensation Agreement as amended and restated effective January 1,
2002 (the “Prior Agreement”); and
WHEREAS, the
Bank and the Employee wish to amend and restate the Prior Agreement
as set forth herein to assure compliance with the requirements of
Section 409A of the Internal Revenue Code of 1986, as
amended;
NOW THEREFORE,
it is mutually agreed that:
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This Agreement
shall be effective on December 31, 2008.
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2. The Bank shall pay
the Employee the annual sum of $50,000, payable in annual
installments, for a period of ten years. The first
payment shall be made not later than three months after the date
that the Employee has a Separation from Service from the Bank;
provided, however, that if the Employee is a Specified Employee on
the date of his Separation from Service, the first payment shall be
made on the date that is six months after the date that the
Employee has a Separation from Service from the
Bank. Subsequent annual installments shall be paid on
each of the first through the ninth anniversaries of the payment
date described in the preceding sentence.
3. If the Employee
dies before receiving any payment under the preceding paragraph,
the Bank shall pay the Employee’s Designated Beneficiary the
annual sum of $50,000, payable in annual installments, for a period
of ten years. The first payment shall be made not later
than three months after the date of the Employee’s
death. Subsequent annual installments shall be paid on
each of the first through the ninth anniversaries of the payment
date described in the preceding sentence.
4. If the Employee
dies after receiving at least one, but
