AMENDMENT NUMBER ONE TO EMPLOYMENT AGREEMENT
Exhibit
10.3
AMENDMENT
NUMBER ONE TO
This
Amendment Number One is made as of September 14, 2007, to the Employment
Agreement dated as of April 16, 2007 (the “Agreement”), by and between Southern
Community Bank and Trust and Xxxxx X. Xxxxxx. 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.
Paragraph 10(d) of the Agreement is amended to read as follows:
“For
the
purposes of this Agreement, the term Change in Control shall mean any of the
following events:
(i)
Any
person, or more than one person acting as a group, accumulates ownership of
Southern Community Financial Corporation’s common stock constituting more than
50% of the total fair market value or total voting power of Southern Community
Financial Corporation’s common stock,
(ii)
Any
person, or more than one person acting as a group, acquires within a 12-month
period ownership of Southern Community Financial Corporation common stock
possessing 30% or more of the total voting power of Southern Community Financial
Corporation’s common stock;
(iii)
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
(iv)
Within a 12-month period, any 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.
Notwithstanding
the other provisions of this Paragraph 10, a transaction or event shall not
be
considered a Change in Control if, prior to the consummation or occurrence
of
such transaction or event, the Officer and the Bank agree in writing that the
same shall not be treated as a Change in Control for purposes of this
Agreement.”
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 Bank and Trust by
its
duly authorized officer) effective as of the day and year first written
above.
| SOUTHERN COMMUNITY BANK AND TRUST | |||
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By:
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/s/
F. Xxxxx
Xxxxx
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F.
Xxxxx Xxxxx, CEO
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OFFICER
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| /s/ Xxxxx X. Xxxxxx, Xx. (SEAL) | ||
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Xxxxx
X. Xxxxxx, Xx.
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