EXHIBIT NO.10.(v)
AMENDMENT NO. 1 TO
EMPLOYMENT AGREEMENT
THIS AMENDMENT NO.1 TO EMPLOYMENT AGREEMENT (the "Amendment") is made
and entered into as of the 23rd day of January, 2004, by and between Xxxxxx
County Bancshares, Inc., a Tennessee corporation (the "Employer"), and Xxxx
Xxxxxxx ("Employee").
W I T N E S S E T H:
WHEREAS, the Employer and Employee are parties to that certain
Employment Agreement made and entered into as of January 23, 1996 (the
"Employment Agreement"); and
WHEREAS, the Employer and Employee desire to amend the Employment
Agreement as set forth herein.
NOW, THEREFORE, intending to be legally bound, the parties hereto agree
as follows:
AGREEMENT
1. CAPITALIZED TERMS. Capitalized terms used and not otherwise defined
herein shall have the meanings ascribed thereto in the Employment
Agreement.
2. AMENDMENT OF EMPLOYMENT AGREEMENT. The Employment Agreement is hereby
amended as follows:
(a) Section 3(G) of the Employment Agreement is hereby deleted in
its entirety and replaced with the following:
"G. INCENTIVE BENEFITS: Employer shall allow Employee to take
part in any Executive Bonus Plan, incentive stock option plan,
profit sharing plan, qualified salary deferral plan, and/or
pension plan that Employer now has or may hereafter adopt
during the term of Employee's employment hereunder. Prior to
February 1, 2004, Employer shall grant Employee stock options
as of the 31st day of each year of employment for 9,000 shares
of Xxxxxx County Bancshares Common Stock (or the equivalent
number of shares if there is a stock split), which option
shall allow Employee to purchase said stock at 1-1/2 times
book value (exclusive of reserves) at the time the option is
granted which shall provide that the option may be exercised
by the Employee or his spouse or Personal Representative for a
period of ten years after the grant of the option. After
February 1, 2004, any grants to Employee hereunder shall be
made pursuant to an equity incentive plan or stock option plan
approved by the board of directors and shareholders of
Employer."
3. FULL FORCE AND EFFECT. Except as amended by this Amendment, the
Employment Agreement, as originally executed by the parties, shall
remain in full force and effect.
4. COUNTERPARTS. This Amendment may be executed in counterparts, each of
which shall be deemed an original, and all of which, taken together,
shall constitute a complete document.
5. GOVERNING LAW. This Amendment will, in all respects, be governed,
enforced and construed in accordance with the laws of the State of
Tennessee, without regard to such states conflicts of laws provisions.
6. BINDING EFFECT. This Amendment shall be binding upon, and inure to the
benefit of the parties hereto, and their respective heirs, successors,
and assigns, and personal and legal representatives.
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EXHIBIT NO.10.(v)
IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 1
to Employment Agreement as of the date first above written.
XXXXXX COUNTY BANCSHARES, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
-----------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Senior Vice President, Chief Financial
Officer and Assistant Secretary
/s/ Xxxx Xxxxxxx
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Xxxx Xxxxxxx, Employee
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