Exhibit 10.3
FORM OF
CHANGE IN CONTROL SEVERANCE PAYMENT AGREEMENT
THIS AGREEMENT (the "Agreement") made and entered into as of this ___
day of ______________, 2002, by and between COMMUNITY BANKSHARES, INC., a
Georgia corporation (the "Company"), and _______________ ("Executive").
W I T N E S S E T H:
WHEREAS, Executive is a key employee of the Company and an integral
part of the Company's management; and
WHEREAS, the Company desires to assure both itself and its key
employees of continuity of management and objective judgment in the event of any
Change in Control of the Company, and to induce its key employees to remain
employed by the Company; and
WHEREAS, the Company desires to provide compensation and benefits to
Executive in the event of the termination of his employment under certain
circumstances; and
WHEREAS, the Company and Executive have determined it is in their
mutual best interests to enter into this Agreement;
NOW, THEREFORE, the parties hereby agree as follows:
1. TERM OF AGREEMENT.
Unless earlier terminated as hereinafter provided, this Agreement shall
commence on the date hereof and shall be for a rolling, five-year term (the
"Term") and shall be deemed to extend automatically, without further action by
either the Company or Executive, each day for an additional day, such that the
remaining term of the Agreement shall continue to be five years; provided,
however, that either party may, by written notice to the other, cause this
Agreement to cease to extend automatically and, upon such notice, the "Term" of
this Agreement shall be the five-year period following the date of such notice
and this Agreement shall terminate upon the expiration of such Term. This
Agreement shall not be considered an employment agreement and in no way
guarantees Executive the right to continue in the employment of the Company or
its affiliates. Executive's employment is considered employment at will, subject
to Executive's right to receive payments and benefits upon certain terminations
of employment as provided below.
2. DEFINITIONS.
For purposes of this Agreement, the following terms shall have the
meanings specified below:
2.1 "BASE SALARY." Executive's annual salary in effect on his Date of
Termination or, if greater, Executive's highest rate of annual salary in effect
during the six-month period prior to his Date of Termination.
2.2 "BOARD" or "BOARD OF DIRECTORS." The Board of Directors of
Community Bankshares, Inc., or its successor.
2.3 "CAUSE." The involuntary termination of Executive by the Company
for the following reasons shall constitute a termination for Cause:
(a) If termination shall have been the result of an act or
acts by the Executive which have been found in an applicable court of law to
constitute a felony (other than traffic-related offenses);
(b) If termination shall have been the result of an act or
acts by the Executive which are in the good faith judgment of the Board to be in
violation of law or of policies of the Company and which result in demonstrably
material injury to the Company;
(c) If termination shall have been the result of an act or
acts of proven or undenied dishonesty by the Executive resulting or intended to
result directly or indirectly in significant gain or personal enrichment to the
Executive at the expense of the Company; or
(d) Upon the willful and continued failure by the Executive
substantially to perform his duties with the Company (other than any such
failure resulting from incapacity due to mental or physical illness not
constituting a Disability, as defined herein), after a demand in writing for
substantial performance is delivered by the Board or President, which demand
specifically identifies the manner in which the Board or President believes that
the Executive has not substantially performed his duties, and such failure
results in demonstrably material injury to the Company.
With respect to clauses (b), (c) or (d) above of this Section,
Executive shall not be deemed to have been involuntarily terminated for Cause
unless and until there shall have been delivered to him a copy of a resolution
duly adopted by the affirmative vote of not less than three-quarters of the
entire membership of the Board at a meeting of the Board (after reasonable
notice to Executive and an opportunity for him, together with his counsel, to be
heard before the Board), finding that, in the good faith opinion of the Board,
Executive was guilty of conduct set forth above in clauses (b), (c) or (d) and
specifying the particulars thereof in detail. For purposes of this Agreement, no
act or failure to act by Executive shall be deemed to be "willful" unless done
or omitted to be done by Executive not in good faith and without reasonable
belief that Executive's action or omission was in the best interests of the
Company.
2.4 "CHANGE IN CONTROL." A Change in Control of the Company shall be
deemed to occur upon:
(a) The acquisition (other than from the Company) by any
Person of Beneficial Ownership of twenty-five percent (25%) or more of the
combined voting power of the Company's then outstanding voting securities;
provided, however, that for purposes of this Section 2.4, Person shall not
include any person who on the date hereof owns 10% or more of the Company's
outstanding securities, and a Change in Control shall not be deemed to occur
solely because twenty-five percent (25%) or more of the combined voting power of
the Company's then
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outstanding securities is acquired by (i) a trustee or other fiduciary holding
securities under one or more employee benefit plans maintained by the Company or
any of its subsidiaries, or (ii) any corporation, which, immediately prior to
such acquisition, is owned directly or indirectly by the shareholders of the
Company in the same proportion as their ownership of stock in the Company
immediately prior to such acquisition; or
(b) Approval by shareholders of the Company of (1) a merger or
consolidation involving the Company if the shareholders of the Company
immediately before such merger or consolidation do not, as a result of such
merger or consolidation, own, directly or indirectly, more than fifty percent
(50%) of the combined voting power of the then outstanding voting securities of
the corporation resulting from such merger or consolidation in substantially the
same proportion as their ownership of the combined voting power of the voting
securities of the Company outstanding immediately before such merger or
consolidation, or (2) a complete liquidation or dissolution of the Company or an
agreement for the sale or other disposition of all or substantially all of the
assets of the Company; or
(c) A change in the composition of the Board such that the
individuals who, on the date hereof, constitute the Board (such Board shall be
hereinafter referred to as the "Incumbent Board") cease for any reason to
constitute at least a majority of the Board; provided, however, that for
purposes of this Section 2.4, any individual who becomes a member of the Board
subsequent to the date of this Agreement whose election, or nomination for
election by the Company's shareholders, was approved by a vote of at least a
majority of those individuals who are members of the Board and who were also
members of the Incumbent Board (or deemed to be such pursuant to this proviso)
shall be considered as though such individual were a member of the Incumbent
Board; but, provided, further, that any such individual whose initial assumption
of office occurs as a result of either an actual or threatened election contest
(as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the
Exchange Act, including any successor to such Rule), or other actual or
threatened solicitation of proxies or consents by or on behalf of a Person other
than the Board, shall not be so considered as a member of the Incumbent Board;
or
(d) The Company's termination without cause of J. Xxxxx
Xxxxxxx as the Chief Executive Officer of the Company, or the death or total and
permanent disability of J. Xxxxx Xxxxxxx.
2.5 "CHANGE IN CONTROL DATE." The date six months prior to the date of
the Change in Control.
2.6 "CIC SEVERANCE PERIOD." A period equal to the lesser of (i)
thirty-six (36) months from Executive's Date of Termination or (ii) the number
of months (rounded to the nearest month) from Executive's Date of Termination
until the date he or she attains age 70.
2.7 "CODE." The Internal Revenue Code of 1986, as it may be amended
from time to time.
2.8 "COMPANY." Community Bankshares, Inc., a Georgia corporation, or
any successor to its business and/or assets.
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2.9 "DATE OF TERMINATION." The date specified in the Notice of
Termination (which, unless otherwise required by this Agreement, may be
immediate) as the date upon which the Executive's employment with the Company is
to cease. In the case of termination by Executive for Good Reason, the Date of
Termination shall not be less than thirty (30) days nor more than sixty (60)
days from the date the notice of termination is given.
2.10 "DISABILITY." Disability shall have the meaning ascribed to such
term in the Company's long-term disability plan covering the Executive, or in
the absence of such plan, a meaning consistent with Section 22(e)(3) of the
Code.
2.11 "GOOD REASON." A Good Reason for termination by Executive of
Executive's employment shall mean the occurrence (without the Executive's
express written consent) during the 6-month period prior to, or within the
twenty-four (24) month period following, the date of a Change in Control of any
one of the following acts by the Company, or failures by the Company to act,
unless, in the case of any act or failure to act described in paragraphs (a),
(b), (d), or (e) below, such act or failure to act is corrected prior to the
Date of Termination specified in the Notice of Termination given in respect
thereof:
(a) the substantial adverse alteration in the nature or status
of Executive's responsibilities at the Company from those in effect immediately
prior to the Change in Control Date; or
(b) the removal of Executive from, or the failure to reelect
or reappoint him to any of the positions he held at the Change in Control Date,
except in connection with a promotion, termination for Cause, Disability or
voluntary termination; or
(c) the required relocation of Executive to a location outside
of the area of Habersham County, Georgia and its contiguous counties or the
Company's requiring Executive to be based anywhere other than the Company's
principal executive offices, except for required travel on the Company's
business to an extent substantially consistent with Executive's travel
obligations on the Change in Control Date; or
(d) a material reduction from those in effect on the Change in
Control Date in the levels of coverage of Executive under the Company's director
and officer liability insurance policy or indemnification commitments; or
(e) after the Change in Control Date, a substantial reduction
in Executive's Base Salary, a material reduction in his incentive compensation
or the failure by the Company to continue to provide Executive with benefits
substantially similar to those enjoyed by Executive under any of the Company's
deferred compensation, life insurance, medical, health and accident or
disability plans in which Executive was participating at the Change in Control
Date, the taking of any action by the Company which would directly or indirectly
materially reduce any of such benefits or deprive Executive of any material
fringe benefit enjoyed by Executive at the Change in Control Date.
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Executive's right to terminate the Executive's employment for Good
Reason shall not be affected by the Executive's incapacity due to physical or
mental illness, except for a Disability as defined in Section 2.10 above. Unless
Executive otherwise consents in writing, Executive's continued employment shall
not constitute consent to, or a waiver of rights with respect to, any act or
failure to act constituting Good Reason hereunder.
2.12 "NOTICE OF TERMINATION." A written notice from one party to the
other party specifying the Date of Termination and which sets forth in
reasonable detail the facts and circumstances relating to the basis for
termination of Executive's employment.
2.13 "PERSON." Any individual, corporation, bank, partnership, joint
venture, association, joint-stock company, trust, unincorporated organization or
other entity.
2.14 "WINDOW PERIOD." The thirty (30) day period commencing on the
first anniversary of the date of a Change in Control.
3. SCOPE OF AGREEMENT.
This Agreement provides for the payment of compensation and benefits to
Executive in the event in connection with a Change in Control his employment is
involuntarily terminated by the Company without Cause, the Executive terminates
his employment for Good Reason, or the Executive terminates his employment
during the Window Period.. If Executive is terminated by the Company for Cause,
dies, incurs a Disability or voluntarily terminates employment (other than for
Good Reason or during the Window Period), this Agreement shall terminate, and
Executive shall be entitled to no payments of compensation or benefits pursuant
to the terms of this Agreement; provided that in such events, Executive will be
entitled to whatever benefits are payable pursuant to the terms of any health,
life insurance, disability, welfare, retirement, deferred compensation, or other
plan or program maintained by the Company.
4. BENEFITS UPON TERMINATION IN CONNECTION WITH A CHANGE IN CONTROL.
If a Change in Control occurs during the term of this Agreement and the
Executive's employment is terminated (a) within six (6) months prior to or
twenty-four (24) months following the date of the Change in Control, and if such
termination is an involuntary termination by the Company without Cause (and does
not arise as a result of death or Disability) or a termination by Executive for
Good Reason (as defined in Section 2.11 above), or (b) by the Executive during
the Window Period (as defined in Section 2.14 above), Executive shall be
entitled to the compensation and benefits described in this Section 4. If
Executive does not participate in a particular plan or program at the Change in
Control Date (or if the Company no longer maintains or offers such plan or
program at the Change in Control Date) then the provisions of this Section 4
related to such plan or program shall not apply to Executive.
4.1 BASE SALARY. Executive shall continue to receive his Base Salary
(subject to withholding of all applicable taxes) for the entire CIC Severance
Period (as defined in Section 2.6 above), in the same manner as it was being
paid as of his Date of Termination. While the
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Company intends to pay Executive's Base Salary on a periodic basis, the Company
may, in its sole discretion, decide that the Base Salary payments provided for
under this Section 4.1 shall be paid in a single lump sum payment, to be paid
not later than 30 days after Executive's Date of Termination; provided, further,
that the amount of any such lump sum payment shall be determined by taking the
salary payments to be made and discounting them to their Present Value (as
defined in Section 5.5(d)) on the date the payment to Executive is made. The
lump sum payment under this Section 4.1 shall not alter the amounts Executive is
entitled to receive under the benefit plans described in Sections 4.3 and 4.4.
Benefits under such plans shall be determined as if Executive had received such
salary payments over the CIC Severance Period.
4.2 ANNUAL BONUS. Executive shall be entitled to bonus payments from
the Company as follows:
(a) Notwithstanding the terms of any bonus plan to the
contrary, for fiscal years that ended prior to the Executive's Date of
Termination, but for which no annual bonus payments have been paid as of his
Date of Termination, Executive shall receive a bonus calculated using the actual
results for all performance criteria. Such payment shall be payable at the time
such bonus amounts are paid to other participants, or if previously paid to
other participants, no later than 30 days after the Executive's Date of
Termination.
(b) In addition to the bonus payment payable under (a) above,
Executive shall be entitled to an additional bonus payment equal to the average
of the bonuses earned by him for the two fiscal years in which bonuses were paid
immediately preceding the year in which his Date of Termination occurs,
multiplied by three (3) or, if less, multiplied by a number (which need not be a
whole number) equal to the number of months in the CIC Severance Period divided
by 12. Such bonus amount shall be payable in a lump sum within 30 days following
the Executive's Date of Termination.
(c) For purposes of this Section 4.2, the Executive's prior
bonuses shall include any bonus paid by the Company and any bonus paid by, or
resulting from services performed for, a subsidiary or affiliate of the Company,
including Community Bank & Trust and Financial Supermarkets, Inc.
4.3 HEALTH AND LIFE INSURANCE COVERAGES.
(a) The group health care (including any executive medical
plan) and group term life insurance benefits coverages provided to Executive at
his Date of Termination shall be continued at the same level as for active
executives and in the same manner as if his employment under this Agreement had
not terminated, beginning on the Date of Termination and ending on the last day
of the CIC Severance Period. Any additional coverages Executive had at
termination, including dependent coverage, will also be continued for such
period on the same terms, to the extent permitted by the applicable policies or
contracts. Any costs Executive was paying for such coverages at the time of
termination shall be paid by deducting such amounts from the payments under
Section 4.1 above or by Executive by separate check payable to the Company each
month in advance. If the terms of any benefit plan referred to in this Section,
or the laws applicable to such plan do not permit continued participation by
Executive, then the Company will arrange for
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other coverage(s) satisfactory to Executive at the Company's expense which
provides substantially similar benefits or, at Executive's election, will pay
Executive a lump sum amount equal to the costs of such coverage(s) for the CIC
Severance Period.
(b) For purposes of any individual executive life insurance
policy (or policies) maintained by the Company for Executive, the Company shall
continue to pay the premiums for such policy or policies during the CIC
Severance Period.
4.4 RETIREMENT PLANS. Executive will be entitled to continue to
participate, consistent with past practices, for the CIC Severance Period in the
Company's 401(k) Plan and Employee Stock Ownership Plan (ESOP) (or any successor
or replacement plans) as in effect as of his Date of Termination. Executive's
participation in the 401(k) Plan and ESOP shall continue for the CIC Severance
Period and the compensation payable to Executive under Section 4.2(b) above
shall be treated (unless otherwise excluded) as compensation under the plan as
if it were paid on a monthly basis. Executive will receive an amount equal to
the Company's contributions to the 401(k) Plan, assuming Executive had
participated in such plan at the maximum permissible contributions level. If
continued participation in any plan is not permitted by the plan or by
applicable law, the Company shall pay to Executive or, if applicable, his
beneficiary, a supplemental benefit equal to the present value on the Date of
Termination (calculated as provided in the plan) of the excess of (i) the
benefit Executive would have been paid under such plan if he had continued to be
covered for the CIC Severance Period (less any amounts Executive would have been
required to contribute), over (ii) the benefit actually payable under such plan.
The Company shall pay such additional benefits in a lump sum within 30 days of
his Date of Termination.
4.5 AUTOMOBILE, CLUB DUES. Executive shall be provided for the CIC
Severance Period at the Company's expense with an automobile (and related
automobile expenses) commensurate with the practice in effect for executives at
his level at the date of the Change in Control, and payment of club dues and
assessments in accordance with the current practice for executives at his level.
4.6 OTHER BENEFITS. Except as expressly provided herein, all other
fringe benefits provided to Executive as an active employee of the Company
(e.g., long-term disability, AD&D, etc.), shall cease on his Date of
Termination, provided that any conversion or extension rights applicable to such
benefits shall be made available to Executive at his Date of Termination or when
such coverages otherwise cease at the end of the CIC Severance Period.
5. LIMITATION ON BENEFITS.
5.1 Notwithstanding anything in this Agreement to the contrary, any
benefits payable or to be provided to Executive by the Company or its
affiliates, whether pursuant to this Agreement or otherwise, which are treated
as Severance Payments shall, but only to the extent necessary, be modified or
reduced in the manner provided in 5.2 below so that the benefits payable or to
be provided to Executive under this Agreement that are treated as Severance
Payments, as well as any payments or benefits provided outside of this Agreement
that are so treated, shall not cause the Company to have paid an Excess
Severance Payment. In computing
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such amount, the parties shall take into account all provisions of Code Section
280G, and the regulations thereunder, including making appropriate adjustments
to such calculation for amounts established to be Reasonable Compensation.
5.2 In the event that the amount of any Severance Payments which would
be payable to or for the benefit of Executive under this Agreement must be
modified or reduced to comply with this Section 5, Executive shall direct which
Severance Payments are to be modified or reduced; PROVIDED, HOWEVER, that no
increase in the amount of any payment or change in the timing of the payment
shall be made without the consent of the Company.
5.3 This Section 5 shall be interpreted so as to avoid the imposition
of excise taxes on Executive under Section 4999 of the Code or the disallowance
of a deduction to the Company pursuant to Section 280G(a) of the Code with
respect to amounts payable under this Agreement or otherwise. Notwithstanding
the foregoing, in no event will any of the provisions of this Section 5 create,
without the consent of Executive, an obligation on the part of Executive to
refund any amount to the Company following payment of such amount.
5.4 In addition to the limits otherwise provided in this Section 5, to
the extent permitted by law, Executive may in his sole discretion elect to
reduce any payments he may be eligible to receive under this Agreement to
prevent the imposition of excise taxes on Executive under Section 4999 of the
Code.
5.5 For purposes of this Section 5, the following definitions shall
apply:
(a) "EXCESS SEVERANCE PAYMENT". The term "Excess Severance
Payment" shall have the same meaning as the term "excess parachute payment"
defined in Section 280G(b)(1) of the Code.
(b) "SEVERANCE PAYMENT". The term "Severance Payment" shall
have the same meaning as the term "parachute payment" defined in Section
280G(b)(2) of the Code.
(c) "REASONABLE COMPENSATION". The term "Reasonable
Compensation" shall have the same meaning as provided in Section 280G(b)(4) of
the Code. The parties acknowledge and agree that, in the absence of a change in
existing legal authorities or the issuance of contrary authorities, amounts
received by Executive as damages under or as a result of a breach of this
Agreement shall be considered Reasonable Compensation.
(d) "PRESENT VALUE". The term "Present Value" shall have the
same meaning as provided in Section 280G(d)(4) of the Code.
6. MISCELLANEOUS.
6.1 NO OBLIGATION TO MITIGATE. Executive shall not be required to
mitigate the amount of any payment provided for under this Agreement by seeking
other employment or otherwise, nor shall the amount of any payment provided for
under this Agreement
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be reduced by any compensation earned by Executive as a result of employment by
another employer after the Date of Termination or otherwise
6.2 CONTRACT NON-ASSIGNABLE. The parties acknowledge that this
Agreement has been entered into due to, among other things, the special skills
and knowledge of Executive, and agree that this Agreement may not be assigned or
transferred by Executive.
6.3 SUCCESSORS; BINDING AGREEMENT.
(a) In addition to any obligations imposed by law upon any
successor to the Company, the Company will require any successor (whether direct
or indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company or that acquires
a controlling stock interest in the Company to expressly assume and agree to
perform this Agreement, in the same manner and to the same extent that the
Company would be required to perform it if no such succession had taken place.
Failure of the Company to obtain such assumption and agreement prior to the
effective date of such succession shall be a breach of this Agreement and shall
entitle the Executive to compensation and benefits from the Company under
Section 4 in the amount and on the same terms as the Executive would be entitled
to hereunder if the Executive were to terminate Executive's employment for Good
Reason.
(b) This Agreement shall inure to the benefit of and be
enforceable by Executive's personal or legal representative, executors,
administrators, successors, heirs, distributees, devisees and legatees. If
Executive shall die while any amount is still payable to Executive hereunder
(other than amounts which, by their terms, terminate upon the death of
Executive), all such amounts, unless otherwise provided herein, shall be paid in
accordance with the terms of this Agreement to the executors, personal
representatives or administrators of Executive's estate.
6.4 NOTICES. All notices, requests, demands and other communications
required or permitted hereunder shall be in writing and shall be deemed to have
been duly given when delivered or seven days after mailing if mailed first
class, certified mail, postage prepaid, addressed as follows:
If to the Company: Community Bankshares, Inc.
Attention: Xxxxx Xxxxxxx
000 Xxxx Xxxxxx
Xxxxxxxx, Xxxxxxx 00000
If to Executive:
___________________________
___________________________
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Any party may change the address to which notices, requests, demands and other
communications shall be delivered or mailed by giving notice thereof to the
other party in the same manner provided herein.
6.5 PROVISIONS SEVERABLE. If any provision or covenant, or any part
thereof, of this Agreement should be held by any court to be invalid, illegal or
unenforceable, either in whole or in part, such invalidity, illegality or
unenforceability shall not affect the validity, legality or enforceability of
the remaining provisions or covenants, or any part thereof, of this Agreement,
all of which shall remain in full force and effect.
6.6 WAIVER. Failure of either party to insist, in one or more
instances, on performance by the other in strict accordance with the terms and
conditions of this Agreement shall not be deemed a waiver or relinquishment of
any right granted in this Agreement or the future performance of any such term
or condition or of any other term or condition of this Agreement, unless such
waiver is contained in a writing signed by the party making the waiver.
6.7 AMENDMENTS AND MODIFICATIONS. This Agreement may be amended or
modified only by a writing signed by both parties hereto, which makes specific
reference to this Agreement.
6.8 GOVERNING LAW. The validity and effect of this Agreement shall be
governed by and be construed and enforced in accordance with the laws of the
State of Georgia.
6.9 DISPUTES; LEGAL FEES; INDEMNIFICATION.
(a) DISPUTES - All claims by Executive for compensation and
benefits under this Agreement shall be in writing and shall be directed to and
be determined by the Board. Any denial by the Board of a claim for benefits
under this Agreement shall be provided in writing to Executive within 30 days of
such decision and shall set forth the specific reasons for the denial and the
specific provisions of this Agreement relied upon. The Board shall afford a
reasonable opportunity to Executive for a review of its decision denying a claim
and shall further allow Executive to appeal in writing to the Board a decision
of the Board within sixty (60) days after notification by the Board that
Executive's claim has been denied. To the extent permitted by applicable law,
any further dispute or controversy arising under or in connection with this
Agreement shall be settled exclusively by arbitration in Habersham County,
Georgia, in accordance with the commercial arbitration rules of the American
Arbitration Association then in effect. Judgment may be entered on the
arbitrator's award in any court having jurisdiction.
(b) LEGAL FEES - If, in connection with a Change in Control,
Executive terminates his employment for Good Reason or if the Company
involuntarily terminates Executive without Cause, then, in the event Executive
incurs legal fees and other expenses in seeking to obtain or to enforce any
rights or benefits provided by this Agreement and is successful, in whole or in
any significant part, in obtaining or enforcing any such rights or benefits
through settlement, mediation, arbitration or otherwise, the Company shall
promptly pay Executive's reasonable legal fees and expenses and related costs
incurred in enforcing this Agreement including, without limitation, attorneys
fees and expenses,
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experts fees and expenses, investigative fees, and travel expenses. Except to
the extent provided in the preceding sentence, each party shall pay its own
legal fees and other expenses associated with any dispute under this Agreement.
(c) INDEMNIFICATION. During the Term of this Agreement and
after Executive's termination, the Company shall indemnify Executive and hold
Executive harmless from and against any claim, performance as an officer,
director or employee of the Company or any of its subsidiaries or other
affiliates or in any other capacity, including any fiduciary capacity, in which
Executive serves at the Company's request, in each case to the maximum extent
permitted by law and under the Company's Articles of Incorporation and By-Laws
(the "Governing Documents"), provided that in no event shall the protection
afforded to Executive hereunder be less than that afforded under the Governing
Documents as in effect on the date of this Agreement except from changes
mandated by law.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.
EXECUTIVE:
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COMMUNITY BANKSHARES, INC.
By:
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Attest:
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Secretary
(CORPORATE SEAL)
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