AMENDMENT NUMBER ONE TO EMPLOYMENT AGREEMENT
Exhibit
10.1
AMENDMENT
NUMBER ONE TO
This
Amendment Number One (“Amendment”) is made as of September 14, 2007, to the
Employment Agreement dated as of April 28, 2006 (the “Agreement”), by and among
Southern Community Financial Corporation, Southern Community Bank and Trust,
and
F. Xxxxx Xxxxx. This Amendment is being made solely to conform the provisions
of
the Agreement with the requirements of Section 409A of the Internal Revenue
Code
of 1986, as amended.
1.
Sections 5.2 of the Agreement is amended to read as follows:
“5.2 DEFINITION
OF CHANGE IN CONTROL. For
purposes of this Employment Agreement, “Change
in Control”
means
any one or more of the following events occurs with regard to Southern Community
Financial Corporation:
(a)
Change
in ownership
- A
change in ownership of Southern Community Financial Corporation occurs on the
date any one person or group of persons accumulates ownership of Southern
Community Financial Corporation’s stock constituting more than 50% of the total
fair market value or total voting power of Southern Community Financial
Corporation’s stock,
(b)
Change
in effective control
- A
change in effective control occurs when either (i) any one person or more than
one person acting as a group acquires within a 12-month period ownership of
stock of Southern Community Financial Corporation possessing 35% or more of
the
total voting power of Southern Community Financial Corporation’s stock, or (ii)
a majority of Southern Community Financial Corporation’s Board of Directors is
replaced during any 12-month period by Directors whose appointment or election
is not endorsed in advance by a majority of Southern Community Financial
Corporation’s Board of Directors before the date of appointment or election, or
(c)
Change
in ownership of a substantial portion of assets -
A change
in the ownership of a substantial portion of Southern Community Financial
Corporation’s assets occurs if in a 12-month period any one person or more than
one person acting as a group acquires assets from Southern Community Financial
Corporation having a total gross fair market value equal to or exceeding 40%
of
the total gross fair market value of all of the assets of Southern Community
Financial Corporation immediately before the acquisition or acquisitions. For
this purpose, “gross fair market value” means the value of Southern Community
Financial Corporation’s assets, or the value of the assets being disposed of,
determined without regard to any liabilities associated with the assets.”
2.
No
other terms and conditions of the Agreement are affected by this
Amendment.
IN
WITNESS WHEREOF,
the
parties have executed this Amendment (Southern Community Financial Corporation
and Southern Community Bank and Trust by their duly authorized officers)
effective as of the day and year first written above.
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SOUTHERN
COMMUNITY FINANCIAL CORPORATION
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By:
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/s/
Xxxxxxx X.
Xxxxx
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Xxxxxxx
X. Xxxxx, President
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SOUTHERN
COMMUNITY BANK AND TRUST
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By:
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/s/
Xxxxxxx X.
Xxxxx
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Xxxxxxx
X. Xxxxx, President
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EXECUTIVE
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/s/
F. Xxxxx
Xxxxx
(SEAL)
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F.
Xxxxx Xxxxx
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