AMENDMENT TO EMPLOYMENT AGREEMENT
THIS AMENDMENT TO EMPLOYMENT AGREEMENT is entered into as of December 21, 2009, by and between Heritage
Bankshares, Inc., a Virginia corporation (hereinafter referred to as “Bankshares”), Heritage Bank, a Virginia corporation, and
John O. Guthrie (the “Executive”).
Bankshares, Bank and Executive previously entered into an Employment Agreement as of June 9, 2006 (“Employment
Agreement”), which has been amended subsequently; and
Bankshares, Bank and Executive desire to amend the Employment Agreement as further provided herein.
NOW, THEREFORE, in consideration of the mutual promises of the parties hereto and for other good and valuable
consideration, the receipt and adequacy whereof each party hereby acknowledges, Bankshares, Bank and Executive hereby
agree that effective January 1, 2009, the Employment Agreement is hereby amended to read as follows:
Notwithstanding the foregoing, a Change in Control shall be deemed to occur under the Employment Agreement only to
the extent any triggering business transaction constitutes a change in the ownership or effective control of Bankshares, or in
the ownership of a substantial portion of the assets of Bankshares, as determined under Code Section 409A and Treasury
Regulations issued thereunder from time to time.
1. A new paragraph is added to the end of Section 1(e) of the Employment Agreement, Change of Control , to read as follows:
Such additional compensation and accrued and unused leave payments shall be paid in a single lump sum within 30 days
from Executive’s date of death.
18. INTERNAL REVENUE CODE SECTION 409A/CONTINUATION OF BENEFITS/REIMBURSEMENTS
This Agreement is intended to and shall comply with Internal Revenue Code Section 409A. All references to a
termination of employment and separation from service shall mean and be administered to comply with the definition of
“separation from service” in Code Section 409A.
All reimbursements provided under this Agreement shall