THIS EMPLOYMENT AGREEMENT ("Agreement") dated as of November ___, 2001, is made by and
between CNB Bancorp, Inc. a Virginia corporation (the "Employer" or the "Company") which is the proposed
bank holding company for Citizens National Bank (Proposed), a proposed national bank (the "Bank"), and
Douglas A. Chesson, an individual resident of Virginia (the "Executive").
The Company is in the process of organizing the Bank, and the Executive has agreed to serve as President and
Chief Executive Officer of the Bank and the Company. Upon organization of the Bank, the Employer and the
Executive contemplate that this Agreement will be assigned by the Company to the Bank and that the Bank will
assume the duties of the Company hereunder (except pursuant to Section 3(d)). Following any such assignment,
the term "Employer" as used herein from time to time shall refer to the Bank.
The Employer recognizes that the Executive's contribution to the growth and success of the Bank during its
organization and initial years of operation will be a significant factor in the success of the Bank and the Company.
The Employer desires to provide for the employment of the Executive in a manner which will reinforce and
encourage the dedication of the Executive to the Bank and the Company and promote the best interests of the
Bank, the Company and its shareholders. The Executive is willing to serve the Employer on the terms and
conditions herein provided.
In consideration of the foregoing, the mutual covenants contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be
legally bound hereby, agree as follows:
1. EMPLOYMENT. The Employer shall employ the Executive, and the Executive shall serve the Employer, as
President and Chief Executive Officer of the Bank and the Company upon the terms and conditions set forth
herein. The Executive shall also serve on the Board of Directors of the Co