THIRD AMENDMENT TO THE
WILSON BANK & TRUST SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
MADE EFFECTIVE MAY 22, 2015
This Third Amendment to Supplemental Executive Retirement Plan (the “Third Amendment”) is adopted this 23rd day of June, 2025, by and between Wilson Bank & Trust, a Tennessee corporation (the “Bank”) and John Foster (the “Executive”).
WHEREAS, the Bank and the Executive have previously entered into a Supplemental Executive Retirement Plan made effective on May 22, 2015, (the “Agreement”), an unfunded arrangement maintained to encourage the Executive to remain an employee of the Bank by providing retirement benefits to the Executive upon his retirement, or other events as provided in the Agreement, payable out of the Bank’s general assets;
WHEREAS, the Bank and the Executive have previously entered into a First Amendment to Supplemental Executive Retirement Plan dated as of October 26, 2020 (the “First Amendment”) and a Second Amendment to Supplemental Executive Retirement Plan dated as of December 28, 2020 (the “Second Amendment”);
WHEREAS, the Bank and the Executive have agreed to amend the Agreement to provide for a change in the vesting of benefits provided in the Agreement without changing the time or form of benefits payable.
NOW, THEREFORE, for good and valuable consideration, the adequacy of which is acknowledged by the parties hereto, the Agreement is hereby amended as follows:
Paragraph 3.2 is hereby deleted in its entirety and replaced with the following:
3.2 Other Separation from Service. Notwithstanding any other provision herein, including Section 3.1 above, in the event the Executive should incur a Separation from Service on or after attainment of age sixty (60) but prior to attainment of Normal Retirement Age, provided the Executive has been continuously employed by the Employer for a minimum of thirty (30) years, (the “Section 3.2 Vesting Date”) for any reason other than death, Disability, or on or following a Change in Control, the Executive will be entitled to the monthly benefit payment provided for under Section 3.1, which benefit shall be payable in accordance with Section 3.1 as if the Executive had continued in service to the Bank to Normal Retirement Age, with such benefits commencing on the first (1st) day of the second month following the Executive’s Separation from Service following the Section 3.2 Vesting Date. Additionally, with regard to any other provision of this Agreement, a Separation from Service under this Section 3.2 on or after the Section 3.2 Vesting Date shall be treated as a Separation from Service following the Executive’s reaching Normal Retirement Age.
Paragraph 5.2 is hereby added to Article 5:
5.2 Non-compete. Except in the case of qualification for benefit payments under Section 3.6 following a Change in Control, in which case this Section 5.2 shall not apply, Executive agrees that as a condition to the Bank’s obligation to make the payments provided for in Sections 3.1, 3.2 or 3.3 hereof, Executive will not, for a period beginning on the date that the Executive experiences a Separation from Service pursuant to which benefits are payable under Sections 3.1, 3.2 or 3.3 and ending on the earlier of (a) the date of cessation of payments provided for in Sections 3.1, 3.2 or 3.3 hereof (as applicable) or (b) the date that is