Exhibit 10.2
COMMUNITY BANCORP.
AMENDED AND
RESTATED
DEFERRED COMPENSATION PLAN FOR
DIRECTORS
This Amended
and Restated Deferred Compensation Plan for Directors of Community
Bancorp. (the “ Company ”) and its subsidiary,
Community National Bank (the “ Bank ”) (the
“ Plan ”) is adopted by the Board of Directors
of the Company on December 9, 2008 for the purpose of complying
with (1) all applicable deferral provisions of the American Jobs
Creation Act of 2004 (“ AJCA ”), including
section 409A of the Internal Revenue Code (“Code”),
added by the AJCA, and (2) all applicable provisions of the
Emergency Economic Stabilization Act of 2008 (“EESA”),
including the amendments made by the EESA to sections 162(m) and
280G of the Code, if and to the extent that the Company and/or the
Bank becomes subject to the provisions of the EESA.
This Plan is
intended to apply to all directors’ fees deferred on or after
January 1, 2005, with fees deferred prior to such date governed as
provided in Section 1 hereof.
Section
1. Grandfathered Balances.
Eligible
directors’ compensation deferred and vested prior to January
1, 2005, and earnings thereon (“ Grandfathered
Balances ”), shall be subject for all purposes to the
terms of the Plan as in effect on October 3, 2004, the effective
date of the AJCA. The text of the Plan, as then in
effect, is attached hereto as Exhibit A. The Company
shall maintain appropriate records to identify deferrals made and
vested prior to 2005, together with any earnings thereon for each
person who was a participant in the Plan as of October 3,
2004. It is the intention of the Company to administer
such Grandfathered Balances in a manner which will preserve their
exemption from Section 409A of the Internal Revenue Code and the
rules, regulations and other guidance of the Internal Revenue
Service thereunder (together, “ Code Section 409A
”).
Section
2. Other Deferrals; Compliance with Section
409A.
All deferrals
of Eligible Compensation (as defined) made on or after January 1,
2005, and any earnings thereon, shall be governed by Sections 3
through 8 below, and shall be made, accrued, administered and
distributed in compliance with the deferral requirements of Code
Section 409A, including subsections (a)(2), (3) and (4).
Section
3. Additional Definitions.
In addition to
the definitions set forth above, the following words and terms as
used in this Plan shall have the meanings set forth below, unless a
different meaning is clearly required by the context:
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“
Beneficiary ” means the person or persons designated
by a participant pursuant to Section 3.05.
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“
Board of Directors ” or “ Board ”
means the Board of Directors of Community Bancorp.
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“
Change in Control ” shall mean a change in the
ownership or effective control of the Company, or in the ownership
of a substantial portion of the assets of the Company, as
determined in accordance with applicable rules, regulations and
guidance of the Internal Revenue Service under Code Section
409A.
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“
Director ” means any duly elected or appointed member
of the Board of Directors of the Company or the Bank.
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“
Disability ” shall have the meaning ascribed to such
term in subsection (a)(2)(C) of Code Section 409A.
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“
Election to Defer ” means a written statement in the
form specified by the Company and signed by a Director indicating
the desire to participate in the Plan and containing elections as
to the amount of deferrals and the time and manner of payment of
deferrals and earnings thereon.
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“
Eligible Compensation ” means the usual fees, as
established from time to time by the Company and/or the Bank and
paid to a Director in consideration of services performed as a
Director, including fees for attendance at meetings of the Board of
Directors, Advisory Boards, or other committees, but shall not
include fees for appraisals or other services rendered in a
capacity other than as a Director.
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“
Participant ” means any Director who has chosen to
participate in this Plan and has filed an Election to Defer, which
has been accepted by the Company.
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“
Payment Event ” means, with respect to distributions
to a Participant under this Plan, any of the following
events:
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Attainment of a
specified age, as specified in a Participant’s Election to
Defer; and
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Change in
Control of the Company.
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“
Separation from Service ” shall have the meaning
ascribed to such term under Code Section 409A.
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“
Specified Employee ” shall have the meaning ascribed
to such term in subsection (a)(2)(B)(i) of Code Section
409A.
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Unforeseeable Emergency ” shall have the meaning
ascribed to such term in subsection (a)(2)(B)(ii) of Code Section
409A.
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Section
4. Eligibility; Election to Defer; Designation of
Beneficiary.
4.01.
Voluntary Participation. Participation in
the Plan is voluntary.
4.02.
Eligible Directors. Any duly elected or
appointed member of the Board of Directors of the Company and/or
the Bank shall be eligible for participation in the Plan and may
elect to defer some or all of his or her Eligible Compensation in
accordance with the terms of this Plan.
4.03.
Election to Defer. A Director shall
become a Participant in the Plan by signing and delivering to the
Company an Election to Defer, on such form as the Company may
specify. Subject to the immediately following sentence,
a Participant's Election to Defer shall take effect on the first
day of the calendar year following the calendar year in which the
Election to Defer is executed and delivered to the
Company. Notwithstanding the foregoing, a newly elected
or appointed Director may elect to defer current year Eligible
Compensation earned after the date of his or her Election to Defer
so long as the Election to Defer is executed within thirty (30)
days after such Director first becomes eligible to participate in
the Plan by virtue of his or her first appointment or election as a
Director of the Company or the Bank.
4.04.
Evergreen Election; Election to Cease Participation.
Following the effective date of a Director’s
Electio
