CHANGE IN CONTROL AGREEMENT
THIS AGREEMENT is entered into as of December 31, 2008 by and between Pinnacle Bankshares Corporation, a Virginia
corporation (the “Company”), and Bryan M. Lemley (the “Executive”).
I. The Executive currently serves as Secretary, Treasurer and Chief Financial Officer of the Company, and is a key member
of management of the Company and its affiliates, and the Executive’s services and knowledge are valuable to the Company and
II. The Board (as defined below) has determined that it is in the best interests of the Company and its shareholders to
assure that the Company and its affiliates will have the continued dedication of the Executive, notwithstanding the possibility,
threat or occurrence of a Change in Control (as defined below) of the Company. The Board believes it is imperative to diminish
the inevitable distraction of the Executive by virtue of the personal uncertainties and risks created by a pending or threatened
Change in Control and to encourage the Executive’s full attention and dedication to the Company and its affiliates currently and
in the event of any threatened or pending Change in Control. Therefore, in order to accomplish these objectives, the Board has
caused the Company to enter into this Agreement.
III. The Board previously determined that it is in the best interests of the Company and its shareholders to enter into the
Agreement in order to update and replace that certain Change in Control Agreement dated May 26, 2006 between the Company
and the Executive, which agreement is hereby cancelled as of the Agreement Effective Date, in order to comply with the
requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and applicable guidance issued
thereunder (“Code Section 409A”).
NOW, THEREFORE, it is hereby agreed as follows:
1. CERTAIN DEFINITIONS .
(a) “Agreement Effective Date” means December 31, 2008.
(b) The “Agreement Term” means the period commencing on the Ag