THIS AGREEMENT is made as of the 8 th day of May, 2008, by and among Citizens National Bank (the “Employer”), CNB
Bancorp, Inc., a bank holding company incorporated under the laws of the Commonwealth of Virginia (“CNB”) and Jeffery H.
Noblin, a resident of the Commonwealth of Virginia (the “Executive”).
The Employer desires to employ the Executive as its President and the Executive desires to accept such employment.
In consideration of the mutual agreements hereinafter set forth, the parties hereby agree as follows:
1. Definitions . Whenever used in this Agreement, the following terms and their variant forms shall have the meaning set forth
1.1 “ Agreement ” shall mean this Agreement and any exhibits incorporated herein together with any amendments hereto
made in the manner described in this Agreement.
1.2 “ Affiliate ” shall mean any business entity which controls the Employer, is controlled by or is under common control
with the Employer.
1.3 “ Area ” shall mean the geographic area within a fifteen (15) mile radius of the town limits of Windsor, Virginia, the
Employer’s primary location. It is the express intent of the parties that the Area as defined herein is the area where the Executive
performs services on behalf of the Employer under this Agreement.
1.4 “ Business of the Employer ” shall mean the business conducted by the Employer, which is the business of
1.5 “ Cause ” shall mean:
1.5.1 With respect to termination by the Employer:
(a) A material breach of the terms of this Agreement by the Executive, including, without limitation, failure by
the Executive to perform his duties and responsibilities in the manner and to the extent required under this Agreement, which
remains uncured after the expiration of thirty (30) days following the delivery of written notice of such breach to the Executive
by the Employer. Such notice shall (i) specifically identify the duties that the Board of Directors of eith