EXHIBIT 10.32
AMENDMENT TO EMPLOYMENT AGREEMENT
THIS AMENDMENT TO EMPLOYMENT AGREEMENT ("Amendment") is made and
entered into as of the 21st day of December, 2004, by and between by and among
GBC BANCORP, INC., a Georgia corporation (the "Holding Company"); GWINNETT
BANKING COMPANY, a wholly-owned Georgia banking subsidiary of the Holding
Company (the "Bank") (collectively, "Employers"); and XXXXXXX X. XXX
("Executive").
WITNESSETH:
WHEREAS, the Holding Company, the Bank, and Executive previously
entered into an Employment Agreement effective as of January 1, 2004 (the
"Employment Agreement");
WHEREAS, the parties desire to amend the Employment Agreement to amend
certain entitlements and responsibilities of Employers and Executive thereunder.
NOW, THEREFORE, for and in consideration of the mutual covenants
herein contained, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto do hereby agree
as follows:
1. Paragraphs 7(c) and 7(d) of the Employment Agreement shall be deleted
and replace with the following new paragraphs 7(c) and 7(d), respectively:
7(c) Event of Termination in Connection With a Change of Control. If,
during the term of this Agreement and within one (1) year immediately
following a Change of Control or within six (6) months immediately prior to
such Change of Control, Executive's employment with Employers under this
Agreement is terminated by an Event of Termination and if Executive
faithfully abides by all of the covenants contained in Section 9 of this
Agreement, then Employers shall pay to Executive, or in the event of his
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subsequent death, to his designated beneficiary or beneficiaries, or to his
estate, as the case may be, as liquidated damages, in lieu of all other
claims, a severance payment equal to two (2) times Executive's Total
Compensation paid to Executive during the immediately preceding twelve (12)
months, to be paid in equal installments and in accordance with Employers'
regular payroll practices for the twenty-four (24) month period following
the date of said Event of Termination.
7(d) Termination of Employment for Good Reason. If (1) during the term
of this Agreement and within one (1) year immediately following a Change of
Control or within six (6) months immediately prior to such Change of
Control, the status, character, capacity, location, or circumstances of
Executive's employment as provided in paragraphs 2, 3, 4 and 6 of this
Agreement have been materially and adversely altered by Employers, whether
by
(i) any material breach of this Agreement by Employers (including
the failure of Bank to comply with paragraphs 2, 3, 4, 5 and 6 of this
Agreement);
(ii) any material and adverse change in the status,
responsibilities or prerequisites of Executive;
(iii) any assignment of duties materially and adversely
inconsistent with Executive's position and duties described in this
Agreement; or
(iv) the failure of Employers to assign this Agreement to a
successor in interest or the failure of the successor in interest to
explicitly assume and agree to be bound by this Agreement,
and (2) Executive terminates his employment under this Agreement for that
reason and (3) Executive faithfully abides by all of the covenants
contained in Section 9 of this
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Agreement, then Employers shall pay to Executive, or in the event of his
subsequent death, his designated beneficiary or beneficiaries, or his
estate, as the case may be, as liquidated damages, in lieu of all other
claims, a severance payment equal to two (2) times Executive's Total
Compensation paid to Executive during the immediately preceding twelve (12)
months, to be paid in equal installments and in accordance with Employers'
regular payroll practices for the twenty-four (24) month period following
the date of said Event of Termination. Notwithstanding anything in this
Section 7(d) to the contrary, Executive and Employers agree that a mere
change in Executive's title(s) with Employers shall not constitute a
material and adverse alteration in Executive's status, character, capacity,
location, or circumstances of employment with Employers for purposes of
this section as long as Executive's underlying duties and responsibilities
with Employers are not materially and adversely changed or altered as well.
2. The remaining provisions of the Employment Agreement shall remain in
full force and effect.
3. This Amendment has been executed and delivered in the State of Georgia,
and its validity, interpretation, performance, and enforcement shall be governed
by the laws of said State.
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IN WITNESS WHEREOF, the Holding Company and the Bank have caused this
Amendment to be executed and its seal to be affixed hereunto by its duly
authorized officers, and Executive has signed this Amendment, as of the
Effective Date.
ATTEST: GBC BANCORP, INC.
/s/ Xxxx X. Xxxxxxx III By: /s/ Xxxxx X. Key
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Secretary Name: Xxxxx X. Key
Title: President
(CORPORATE SEAL)
ATTEST: GWINNETT BANKING COMPANY
/s/ Xxxx X. Xxxxxxx III By: /s/ Xxxxx X. Key
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Secretary Name: Xxxxx X. Key
Title: President
(BANK SEAL)
/s/ Xxxx X. Xxxxx /s/ Xxxxxxx X. Xxx (SEAL)
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Witness XXXXXXX X. XXX
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