AMENDED EMPLOYMENT AGREEMENT
THIS AMENDED EMPLOYMENT AGREEMENT (the “Amended Agreement”) is entered into as of the 1st day of January,
2007, by and between Heritage Bankshares, Inc., a Virginia corporation (hereinafter referred to as “Bankshares”), Heritage Bank
a Virginia corporation (the “Bank”), and Sharon Curling Lessard (the “Executive”).
Bankshares and Executive previously entered into an employment agreement as of May 5, 2005 (the “Employment
Bankshares and Executive desire to amend the Employment Agreement pursuant to the terms of this Amended Agreement.
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 and Executive hereby agree as
1. DEFINITIONS : Except as otherwise expressly provided in this Amended Agreement, the following terms shall have the
following meanings for all purposes of this Amended Agreement:
(a) Accounting Firm means Bankshares’ independent accounting firm immediately prior to a Change of Control.
(b) Base Salary means the annual compensation specified in Section 4 below.
(c) Board means the Board of Directors of Bankshares.
(d) Cause means any of the reasons listed in Section 7(d) below for which this Amended Agreement may be
terminated or Executive may be discharged prior to the end of the Term hereof.
(e) Change of Control means a change in the ownership or effective control of Bankshares or in the ownership of a
substantial portion of the assets of Bankshares and shall be deemed to have occurred upon the occurrence of any of the
(1) The acquisition by any “person” or “group” (as defined in or pursuant to Sections 13(d) and 14(d) of the
Exchange Act) (other than Bankshares, any Subsidiary or any Bankshares or Subsidiary’s employee benefit plan), directly or
indirectly, as “beneficial owner” (as defined in Rule 13d-3 under the