Item 5.02: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

(e) On September 7, 2021, Community Bancorp (the "Company") and its wholly-owned subsidiary, Community National Bank (the "Bank"), entered into Amended and Restated Change in Control Agreements (the "A&R CIC Agreements") with Company President and Chief Executive Officer Kathryn M. Austin, and Company Secretary and Treasurer Louise M. Bonvechio. The A&R CIC Agreements amend and restate in their entirety the Change in Control Agreements entered into by the Company, the Bank and the two executives in 2015 (the "2015 Agreements"). Like the 2015 Agreements, the A&R Agreements provide certain severance benefits to the executive in the event that the executive's employment is terminated without "Cause" (as defined), or by the executive with "Good Reason" (as defined), within 36 months following a Change in Control (as defined) of the Company or the Bank, or in some cases within 120 days prior to a Change in Control (the "Covered Period"). As under the 2015 Agreements, the specified severance benefit is equal to two times the executive's highest total annual cash compensation in any of the three calendar years immediately preceding the date of the executive's date of termination. The severance benefit is payable in a lump sum within sixty days following the termination, subject to execution of a waiver and release of claims in favor of the Company and the Bank or their successor.

Also on September 7, 2021, the Bank entered into a Change in Control Agreement with Vice President Christopher L. Caldwell. The terms of that Agreement, including the Change in Control benefit to be paid and the duration of the Covered Period, are substantively the same as the terms of the A&R Agreements for Ms. Austin and Ms. Bonvechio.

The material changes to the 2015 Agreements, are briefly summarized below.





    ·   Change in Control Definition. The definition of Change in Control has been
        conformed more closely to the definition of change in control under
        Internal Revenue Code section 409A.

    ·   Cause Definition. The definition of "Cause" has been expanded to include
        the issuance of a prohibition order against the executive by a bank
        regulatory agency. In addition, the revised definition of Cause now
        requires written notice to the executive and a cure period of at least 30
        days.

    ·   Term of the Agreement. A proviso has been added in section 2 to prevent
        termination of employment (non-renewal) on 30 days' notice during the
        protected 120 day period prior to a Change in Control.

    ·   Timing of CIC Payment. In order to avoid a possible issue under Section
        409A, section 3(a) of the Agreements provide that the lump sum payment of
        the Change in Control payment will be made within 60 days of the
        employee's termination of employment during the Covered Period, but if the
        60 day period spans two calendar years, the payment will be made in the
        second year.

    ·   Section 280G/4999 Benefit Reduction (Excess Parachute Payment). Section 4
        of the Agreements provides that the benefit reduction calculation will be
        performed by a professional consultant acceptable to the employee, at the
        Bank's expense.

    ·   Elimination of References to Disability and Retirement. Section 6 of the
        Agreement eliminates references to termination due to disability or
        retirement, as those termination events are not relevant to a termination
        linked to a Change in Control.

    ·   Separation from Service. Section 14 (b) of the Agreements provides that if
        any part of the Change in Control benefit would constitute deferred
        compensation under section 409A, the executive's termination must
        constitute a "Separation from Service" within the meaning of Code Section
        409A.

The foregoing summary of the Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreements filed as Exhibits 10.1, 10.2 and 10.3 to this Report and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits





(d) Exhibits

The following Exhibits are filed herewith:





  Exhibit     Amended and Restated Change in Control Agreement, dated as of
10.1        September 7, 2021, among the Company, Community National Bank and
            President and CEO Kathryn M. Austin.

  Exhibit     Amended and Restated Change in Control Agreement, dated as of
10.2        September 7, 2021, among the Company, Community National Bank and
            Secretary and Treasurer Louise M. Bonvechio.

  Exhibit     Change in Control Agreement, dated as of September 7, 2021, among
10.3        the Company, Community National Bank and Vice President Christopher L.
            Caldwell.





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