FIRST AMENDMENT
TO RESTRICTED STOCK AWARD AGREEMENT
FOR EMPLOYEES
This FIRST AMENDMENT TO RESTRICTED STOCK AWARD AGREEMENT by and between
COMMUNITY FIRST BANKING COMPANY, a bank holding company incorporated under the
laws of the State of Georgia (the "Company"), and _______________ (the
"Employee") is made as of June 30, 1999.
STATEMENT OF BACKGROUND INFORMATION
A. The Company and the Employee entered into a restricted stock award
agreement, dated January 8, 1998 (the "Agreement"), to reflect the terms of an
award made to the Employee under the Community First Banking Company Management
Recognition Plan.
B. The Company and Employee now desire to amend the Agreement to provide
that all of the shares of restricted stock subject to the Agreement shall be
fully vested as of June 30, 1999.
STATEMENT OF AGREEMENT
NOW THEREFORE, in consideration of the foregoing, the mutual covenants and
promises herein contained, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereby
amend the Agreement, effective as of June 30 1999, by deleting the existing
Section 1.2 and substituting therefor the following:
"1.2 Vesting of Restricted Shares. Employee shall become vested in the
Restricted Shares at a rate of five percent (5%) as of the last day of each
calendar quarter commencing with the first calendar quarter ending after
the Award Date and will continue to vest at that five percent (5%) rate as
of the end of each calendar quarter thereafter until June 30, 1999, upon
which date the Employee shall become one-hundred percent (100%) vested in
the Restricted Shares.
The last day of each calendar quarter following the Award Date prior
to June 30, 1999 and the date of June 30, 1999 shall be referred to herein
individually as a 'Vesting Date,' and collectively as 'Vesting Dates.' The
Restricted Shares which have become vested pursuant to this Section are
herein referred to as the 'Vested Shares.'"
IN WITNESS WHEREOF, the parties have executed this First Amendment as
of the date first above stated.
COMMUNITY FIRST BANKING COMPANY
By: ___________________________
Title: ___________________________
ATTEST:
______________________________
Title: _______________________
[CORPORATE SEAL]
EMPLOYEE
______________________________
