CONSUMERS NATIONAL BANK
SALARY CONTINUATION AGREEMENT
THIS AGREEMENT is made this 29 day of August, 2008, by and between CONSUMERS NATIONAL BANK, a nationally
chartered commercial bank located in Minerva, Ohio (the “Company”), and Ralph Lober (the “Executive”).
To encourage the Executive to remain an employee of the Company, the Company is willing to provide salary continuation
benefits to the Executive. The Company will pay the benefits from its general assets.
The Executive and the Company agree as follows:
Whenever used in this Agreement, the following words and phrases shall have the meanings specified:
1.1 “ Accrual Balance” means the liability that should be accrued by the Company, under Generally Accepted Accounting
Principles (“GAAP”), for the Company’s obligation to the Executive under this Agreement, by applying Accounting Principles
Board Opinion Number 12 (“APB 12”) as amended by Statement of Financial Accounting Standards Number 106 (“FAS 106”)
and the Discount Rate. Any one of a variety of amortization methods may be used to determine the Accrual Balance. However,
once chosen, the method must be consistently applied. The Accrual Balance shall be reported annually by the Company to the
1.2 “ Change of Control ” means the transfer of shares of the Company’s voting common stock such that one entity or
one person acquires (or is deemed to acquire when applying Section 318 of the Code) more than 50 percent of the Company’s
outstanding voting common stock followed within twelve (12) months by the Executive’s Termination of Employment for
reasons other than death, Disability or retirement.
1.3 “ Code ” means the Internal Revenue Code of 1986, as amended.
1.4 “ Disability ” means, if the Executive is covered by a Company sponsored disability policy, total disability as defined in
such policy without regard to any waiting period. If the Executive is not covered by such a policy, Disability means the