AMENDMENT TO EMPLOYMENT AGREEMENT
That certain Employment Agreement by and between
GBC Bancorp, General Bank and Li-Xxx Xx dated February 19, 1998
("Employment Agreement") is hereby amended, effective as of
January 1, 1998, in the following particulars only:
Paragraph 2.4 of the Employment Agreement and
Exhibit "A" to the Employment Agreement are hereby amended in
their entirety to read as follows:
"2.4 Stock Option: Executive's Non-Qualified Stock
Option Agreement dated December 19, 1991 and Contingency
Stock Option Agreement dated July 8, 1988 shall remain in
full force and effect under this Agreement as fully as
though the Prior Agreement were still in full force and
effect. Subject to the approval of the shareholders of GBC
of a new stock option plan to be adopted by GBC in 1999, GBC
hereby agrees to grant Executive, on December 19, 2001, a
nonqualified stock option under the foregoing plan to
purchase such number of shares of GBC common stock at the
price and on such conditions as set forth in a summary of
material terms, a copy of which is attached hereto as
Exhibit "A". The Board of GBC further agrees to unanimously
recommend the new stock option plan to the shareholders of
GBC at the annual meeting of shareholders in 1999. In the
event that such plan is not approved by the shareholders of
GBC at such time, this Paragraph 2.4 shall be deemed to be
null and void ab initio."
Exhibit "B" to the Employment Agreement is hereby
deleted and Paragraph 2.5 of the Employment Agreement is amended
in its entirety to read as follows:
"2.5 Stock Retention Program: Commencing with the
fiscal year ending December 31, 1999, Executive may elect,
in his sole discretion, to receive up to one-half (1/2) of
his incentive compensation payable pursuant to Paragraph 2.2
hereof for any fiscal year in shares of GBC common stock.
In such event, Executive shall be entitled to receive shares
of GBC common stock equal in value, determined as of the
date of Executive's election ("Election Date"), to the one-
half (1/2) portion of the cash award for which Executive has
elected to receive GBC common stock and which otherwise
would have been payable in cash to Executive. In addition
and without regard to the maximum dollar limitation provided
in subparagraph 2.2c. hereof, Executive shall also be
awarded a vested, deferred contractual right to receive on
the second (2nd) anniversary of the Election Date (which
right in the event of Executive's death shall inure to the
benefit of his heirs) additional such shares in an amount
equal in value to fifty percent (50%) in value, determined
as of the Election Date, of the portion of the cash award
for which Executive has chosen to receive GBC common stock
(plus an additional number of such shares in an amount equal
in value, determined on the date of such deferred stock
grant, to the value of the dividends that would have been
paid during the two-year deferral period on such additional
shares had they been granted on the Election Date). GBC
shall award to Executive each fiscal year during the initial
three (3) years of his employment hereunder, a vested,
deferred contractual right to receive one (1) share of GBC
common stock for every twenty (20) (i) shares of GBC common
stock, acquired by Executive solely through exercise of his
Non-Qualified Stock Option and/or pursuant to this
Paragraph 2.5 (but excluding shares acquired under
Executive's Contingency Stock Option and shares for which
Executive has a vested, deferred contractual right to
receive pursuant to this Paragraph 2.5) and/or (ii) vested
option shares under Executive's Non-Qualified Stock Option
(even though not yet exercised by Executive), which
Executive holds during the full term of such year. The
total of such shares to be received by Executive pursuant to
the immediately preceding sentence, shall not, in the
aggregate, exceed 50,000. An equitable adjustment to the
foregoing 50,000 limit and/or any award of a contractual
right pursuant to this Paragraph 2.5 to receive additional
shares of GBC common stock shall be made by the Board of GBC
upon changes in GBC common stock through a reorganization,
merger, recapitalization, reclassification, stock split,
stock dividend, stock consolidation or otherwise. Executive
(or his heirs in the event of Executive's death) shall be
granted such additional shares on the fifth (5th)
anniversary of the first (1st) day of January following the
year with respect to which the contractual right to receive
the additional shares is awarded (plus an additional number
of such shares in an amount equal in value, determined on
the date of such deferred stock grant, to the value of
dividends, if any, that would have been paid on the
additional shares during the five (5)-year deferral period).
Subject to the requirement for advance shareholder approval
provided in Paragraph 20 hereof, any award hereunder to
Executive of a contractual right to receive additional
shares of GBC common stock shall constitute an unconditional
obligation of GBC to Executive."
The final sentence of Paragraph 9.4 of the Employment
Agreement is amended in its entirety to read as follows:
"In the event of Executive's failure to comply
with the foregoing noncompetition covenant, the option
granted to Executive pursuant to Paragraph 2.4 (as
modified by this Amendment) hereof (or if not yet
granted, Executive's right to receive such option), to
the extent not yet exercised by Executive, shall
immediately expire and terminate on the date of
Executive's failure to so comply and Executive shall no
longer be entitled to the retirement benefit (to the
extent not yet paid to Executive) and the continued use
of an office and automobile, as provided in this
Paragraph 9.
IN WITNESS WHEREOF, the parties hereto have executed this
Amendment as of the date set forth below.
"EXECUTIVE" GBC BANCORP
s/Li-Xxx Xx By: s/ Xxxxx Xx
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Date: 03-19-1998 Date: 03-19-1998
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GENERAL BANK
By: s/Xxxxx Xx
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Date: 03-19-1998
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EXHIBIT "A"
Summary of Material Terms of Nonqualified Stock Option
to be Granted Pursuant to Paragraph 2.4
Grant Date: December 19, 2001; provided
that Xx. Xx-Xxx Xx continues in the
employ of GBC Bancorp through such date.
Number of Option Shares: Equal to the aggregate of the number of
shares of GBC Bancorp common stock as
are (i) covered by the unexercised
portion of Xx. Xx'x December 19, 1991
Non-Qualified Stock Option as of
December 31, 2000 and/or (ii) acquired
upon exercise of such Option and held by
Xx. Xx through December 31, 2000. The
maximum number of option shares that may
be granted will not exceed 240,000.
Per Share Option Price: Equal to per share fair market value of
GBC Bancorp common stock on Grant Date.
Expiration Date: December 31, 2007
Vesting: Full and immediate as of Grant Date.
Exercise Period Upon 3 months from termination date.
Termination of Employment
Prior to December 31, 2002:
Exercise Period Upon 5 years from termination date; provided
Termination of that such extended exercise period shall
Employment, Without cease immediately upon Xx. Xx'x failure
Cause, on Dec. 31, 2002: to comply with the noncompetition
covenant set forth in Paragraph 9.4 of
the Employment Agreement.
Exercise Period Upon With respect to the unexercised portion
Xx. Xx'x Death or of his nonqualified stock option, 1 year
Disability: from Xx. Xx'x death or
disability (whichever is applicable) or
Expiration Date, whichever is earlier.
Equitable Adjustment: In the event of any changes in GBC
Bancorp common stock occurring after the
date of this Amendment, which are due to
a reorganization, merger,
recapitalization, reclassification,
stock split, stock dividend, stock
consolidation or otherwise, an
appropriate and proportionate adjustment
shall be made by the Board of Directors
in the number and kind of shares as to
which the nonqualified stock option may
be granted. If the option has been
granted prior to such change in GBC
Bancorp common stock, a corresponding
adjustment changing the number or kind
of shares and the exercise price per
share shall be made to the unexercised
option shares.
