Xxxxxxx 00.0
XXXXX XX XXXXX XXXXXXXX,
EMPLOYMENT AGREEMENT
COUNTY OF ORANGEBURG. AMENDMENT
WHEREAS, First National Corporation, a corporation organized and
existing under the laws of the State of South Carolina (the "Corporation"), and
Xxxxxx X. Xxxx (the "Executive"), entered into an Employment Agreement dated
November 10, 1998 (hereinafter "Employment Agreement") under which the Executive
is employed by the Corporation; and;
WHEREAS, Corporation and Executive wish to amend the Employment
Agreement to provide (i) that in the event of a sale or merger of First National
Corporation that Executive would be provided certain benefits until June 1,
2005, and (ii) in the event of termination of Executive without cause that
Executive would be paid his then current salary for a period of six (6) months.
NOW, THEREFORE, in consideration of mutual covenants and conditions
contained herein, the parties do mutually agree as follows:
1. Paragraph 1 of the Employment Agreement is deleted and the following
amended Paragraph 1 is inserted in lieu thereof:
Employment and Term. The Corporation shall employee the Executive for a
period beginning November 10, 1998 thru November 30, 2001. After November 30,
2001 the Executive, if still in the employment of the Corporation, shall become
an employee-at-will subject to certain provisions of the Employment Agreement as
amended by this Employment Agreement Amendment which grant unto Executive
certain compensation in the event of Executive's termination and which require
certain obligations and post-termination requirements on the part of the
Executive.
2. Paragraph 5(a) of the Employment Agreement is deleted and the
following amended Paragraph 5(a) is inserted in lieu thereof:
(a) The Employment of the Executive under this Agreement may be
terminated without cause or reason by the Board or Committee of the Corporation.
In the event of termination under this paragraph prior to June 1, 2005,
Corporation shall pay to the Executive his then current salary (exclusive of the
other employee benefits) for a period of twelve (12) months from the date of
termination.
3. Paragraph 5(f) of the Employment Agreement is deleted and the
following amended Paragraph 5(f) is inserted in lieu thereof.
(f) If a change of control of the Corporation as defined herein occurs
while the Executive is employed by the Corporation and the employment of the
Executive is terminated thereafter by the Corporation or its successor prior to
June 1, 2005 for any reason other than death, disability or reasons set forth in
Paragraph 5(d) above, Executive shall be paid his then current salary excluding
bonus or other employee benefits each month of a period of 36 months from the
date of such termination.
4. Add new Paragraph 5(g) as follows:
(g) For purposes of this Agreement, Change of Control means occurrence
of one of the following:
(i) Any "person" (as that term is used in Paragraphs
13(d) and 14(d)(2) of the Securities Exchange Act of
1934, as amended), other than (A) a trustee or other
fiduciary holding securities under an employee
benefit plan of the Corporation or (B) Executive or a
group of persons including Executive, is or becomes
the beneficial owner (as that term is used in Section
13(d) of the Securities Exchange Act of 1934),
directly or indirectly, of 50% or more of the common
voting stock of the Corporation or its successors;
(ii) There shall be any consolidation or merger of the
Corporation in which such entity is not the
continuing or surviving corporation or as a result of
which the holders of the voting capital stock of the
Corporation immediately prior to the consummation of
the transaction do not own more than 50% of voting
capital stock of the surviving corporation; or
(iii) There occurs the sale or transfer of all or
substantially all of the assets of the Corporation or
the Bank.
5. Paragraph 6(b) of the Employment Agreement is deleted.
The remainder of the Employment Agreement, including without limitation
post-termination obligations, will continue to be in full force and effect and
the parties reaffirm the remaining terms of the Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Employment
Agreement Amendment this 5th day of December, 2001.
FIRST NATIONAL CORPORATION
--------------------------- BY /s/ C. Xxxx Xxxx, III
Witness --------------------------
C. Xxxx Xxxx, III, CEO
---------------------------
Witness
BY: /s/ Xxxxxx X. Xxxx
--------------------------- ------------------
Witness Executive
---------------------------
Witness
