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EXHIBIT 10.3.2
AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT
This Agreement is made and entered into on the 13th day of May, 1998 by
and among the First Bank of East Georgia, Thomson, Georgia, a bank chartered
under the laws of the State of Georgia (the "Bank"), Georgia-Carolina
Bancshares, Inc., a corporation chartered under the laws of the State of Georgia
(the "Company") and Xxxxxxx Xxxxxx, Xx., an individual residing in Thomson,
XxXxxxxx County, Georgia (the "Executive");
W I T N E S S E T H:
WHEREAS, the Bank and the Executive entered into an Employment
Agreement dated as of July 17, 1996, which was amended by Amendment No. 1 dated
as of July 17, 1997 (collectively, the "Employment Agreement"); and
WHEREAS, the Bank and the Executive desire to amend the Employment
Agreement;
NOW, THEREFORE, for and in consideration of the mutual premises and
covenants herein contained, the parties hereto agree as follows:
1. All references to defined terms as set forth in the Employment
Agreement will have the same meaning herein as in the Employment Agreement.
2. Section 2.1(D)(ii) of the Employment Agreement is hereby amended by
deleting Section 2.1(D)(ii) in its entirety and replacing the same with the
following:
"(ii) "Without Cause:" The Bank, subject to the approval of a
majority vote of the Board of Directors of the Bank, may, upon
thirty (30) days written notice to the Executive, terminate
this Agreement without cause at any time during the term of
this Agreement, upon the condition that Executive shall be
entitled, as liquidated damages in lieu of all claims, to not
less than twelve (12) months salary at the then prevailing
Base Salary level, with all insurance benefits as identified
in Paragraph 3.3 of this Agreement to be maintained for a
period of twelve (12) months, or until Executive is employed
in a full-time position, whichever first occurs. The
termination of Executive "without cause" shall entitle the
Bank to enforcement of the Post Termination Covenants
contained in Paragraph 6 hereof."
3. Section 3.3(G) of the Employment Agreement is hereby amended by
deleting Section 3.3(G) in its entirety and replacing the same with the
following:
"(G) Vacation - The Executive shall be entitled to four (4) weeks
paid vacation or such period as may be provided by the Board
or the Bank's Personnel Policy and he shall also be entitled
to vacation days on all official holidays observed by the
Bank."
4. Except as otherwise specifically set forth herein, all the other
terms and conditions of the Employment Agreement shall remain in full force and
effect as originally written without amendment or modification.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
"Bank"
FIRST BANK OF EAST GEORGIA
By: /s/ Xxxx X. Xxx
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Title: Chairman
"Company"
GEORGIA-CAROLINA BANCSHARES, INC.
By: /s/ Xxxxx X. Xxxxxxxx, Xx.
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Title: Chairman
"Executive"
/s/ Xxxxxxx Xxxxxx, Xx.
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Xxxxxxx Xxxxxx, Xx.
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