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Exhibit 10.2
FORM OF WAIVER AGREEMENT AND ACKNOWLEDGEMENT
This Waiver Agreement and Acknowledgement (the "Waiver
Agreement") is executed as of January 9, 2009 by and among
Surrey Bancorp (the "Corporation"), Surrey Bank & Trust
(the "Bank") and the undersigned officer ("Officer") and in
consideration of the benefits to all parties derived by the
execution of that certain Letter Agreement (including the Schedules
thereto), and a Securities Purchase Agreement – Standard
Terms (including the Annexes thereto), dated January 9, 2009
(together referred to herein as the "Purchase Agreement") between
the Corporation and the United States Department of the Treasury
(the "Investor"), the receipt and sufficiency of which are hereby
acknowledged by all parties, the parties agree as follows:
1. Pursuant to the terms of the Purchase Agreement, the
Corporation, Bank and Officer hereby agree to amend any and all
compensation, bonus, incentive and other benefit plans,
arrangements and agreements (including golden parachute, severance
and employment agreements) (collectively, the "Benefit Plans")
between the Officer and the Corporation and/or the Bank in such
manner as may be necessary and determined in the good faith
discretion of the Corporation, during the period that the Investor
owns any debt or equity securities of the Corporation acquired
pursuant to the Purchase Agreement or the Warrant ("Investor
Period"), in order to comply with Section 111(b) of the
Emergency Economic Stabilization Act of 2
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