EXECUTIVE DEFERRED COMPENSATION AGREEMENT
THIS EXECUTIVE DEFERRED COMPENSATION AGREEMENT (this “ Agreement ”) is made this 22 nd day of
January, 2009 by and among PremierWest Bancorp, an Oregon corporation (“ Bancorp ”), PremierWest Bank, an Oregon state-
chartered bank (the “ Bank ,” and collectively with Bancorp, “ PremierWest ”), and T. Joe Danelson (“ Executive ”).
To encourage the Executive to remain an employee of the Bank, the Bank is willing to provide to the Executive a
deferred compensation opportunity. The Bank will pay the Executive’s benefits from the Bank’s general assets. This Agreement
will govern any deferral of compensation by the Executive after the effective date hereof.
This Agreement is intended to comply with Section 409A of the Internal Revenue Code. Any ambiguity hereunder
shall be interpreted in such a way as to comply, to the extent necessary, with Section 409A and the regulations thereunder.
The Executive and the Bank agree as follows:
Whenever used in this Agreement, the following words and phrases shall have the meanings specified:
1.1 “ Change in Control” means any of the following events occur:
(a) Merger . Bancorp merges into or consolidates with another corporation, or merges another
corporation into Bancorp, and as a result less than 50% of the combined voting power of the resulting corporation immediately
after the merger or consolidation is held by persons who were the holders of Bancorp’s voting securities immediately before the
merger or consolidation. For purposes of this Agreement, the term “person” means an individual, corporation, partnership,
trust, association, joint venture, pool, syndicate, sole proprietorship, unincorporated organization or other entity,