EXHIBIT 10.4.1
AMENDMENT TO EMPLOYMENT AGREEMENT
THIS AMENDMENT, dated as of August 30, 1999 (this "Amendment"), to that
certain Employment Agreement, dated as of November 1, 1995, (the "Agreement") by
and between CENTURY SOUTH BANKS, INC. ("CSBI"), a corporation organized and
existing under the laws of the State of Georgia, and XXXXX X. XXXXXXXX
("Employee"), a resident of the State of Georgia.
RECITALS
CSBI and Employee (collectively, the "Parties") recite and declare:
A. The Parties have heretofore entered into the Agreement.
B. The Parties desire to further amend the Agreement as set forth below.
C. All capitalized terms used in this Agreement without definition shall
have the meanings assigned to them in the Agreement.
SECTION I
AMENDMENT OF SECTION 1
Section 1 of the Agreement is hereby amended to delete in its entirety the
provision of Section 1 and substitute, in lieu thereof, the following new
Section 1 as follows:
1. Employment and Duties. CSBI hereby employs Employee to serve in the
following capacities for the periods indicated:
1.1 For the period beginning on November 1, 1995 through and including
December 31, 1999, as Vice-Chairman and Chief Executive Officer of CSBI and to
perform such duties and responsibilities as customarily performed by persons
acting in such capacity. During such period, Employee will devote his full time
and efforts to his duties hereunder;
1.2 For the period beginning on January 1, 2000 and ending on December
31, 2005, as Vice-Chairman of CSBI and to serve as chairman of the Executive
Committee of the Board of Directors of CSBI primarily involved in mergers and
acquisitions and as a member of the board of directors of up to five of CSBI's
bank subsidiaries, such number to be mutually agreed upon by the Parties. During
such period, Employee will devote approximately 50% of his normal business hours
to his duties hereunder; and
1.3 For the period beginning on January 1, 2006 and ending December
31, 2011, it is contemplated that Employee will serve in the capacity comparable
to current Vice-Chairman, J. Xxxxxxx Xxxx, with the specific role and capacity
to be determined by CSBI's Board of Directors on or before September 30, 2005.
Notwithstanding Employee's ultimate capacity during such period, Company will
pay to Employee not less than $100,000 per annum and such benefits comparable to
that currently received by Vice-Chairman Xxxx. During such period, Employee will
devote approximately 5.0% of his normal business hours to his duties hereunder.
SECTION II
AMENDMENT OF SECTION 2
Section 2 of the Agreement is hereby amended to delete in its entirety the
provision of Section 2 and substitute, in lieu thereof, the following new
Section 2 as follows:
Subject to the provisions of Section 14 of this Agreement, the period of
Employee's employment under this Agreement shall be deemed to have commenced as
of November 1, 1995, and shall end December 31, 2011, unless the Employee dies
before the end of such period, in which case the period of employment shall
continue until the end of the month of such death.
SECTION III
AMENDMENT OF SECTIONS 3 and 5
Sections 3 and 5 of the Agreement are hereby amended to provide that the
compensation and benefits to be provided to Employee by CSBI shall be as
follows:
COMPENSATION
(i) For the period from January 1, 2000 to December 31, 2000 - $250,000 per
annum to be paid in 24 twice monthly payments on the fifteenth and last day of
each month hereunder;
(ii) For the period from January 1, 2001 to December 31, 2005 - $200,000
per annum to be paid in 24 twice monthly payments on the fifteenth and last day
of each month hereunder; and
(iii) For the period from January 1, 2006 to December 31, 2011 an amount
not less than $100,000 per annum to be paid in 24 twice monthly payments on the
fifteenth and last day of each month hereunder.
BENEFITS:
Employee benefits remain identical to those provided to Employee in July
1999. Further, CSBI will provide a suitable furnished and functioning office in
Dahlonega, Georgia or at such other location as the parties agree for Employee
for the period beginning January 1, 2000 and ending December 31, 2011.
SECTION IV
AMENDMENT TO REFERENCES IN SECTION 13
The firm and address reference associated with Xxxxxx X. Xxxxxx, Esquire
shall be changed to Xxxxxxxx Xxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxxxx 0000, Bank
of America Plaza, Atlanta, Georgia 30308 -2216. The address associated with
Employee shall be changed to ____________________, Dawsonville, Georgia _______.
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SECTION V
EFFECT OF THIS AMENDMENT
Except as expressly modified by this Amendment, the Parties ratify and
confirm the Agreement in all respects.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment on the
date first written above.
ATTEST: "CSBI"
CENTURY SOUTH BANKS, INC.
By: /s/ Xxxxx X. Xxxxxxxx /s/ Xxxxxx X. Xxxxx
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Its: Senior Vice President Xxxxxx X. Xxxxx, President
and Corporate Secretary
(CORPORATE SEAL)
WITNESS: "Employee"
/s/ Haroleta X. Xxxxxxxx /s/ Xxxxx X. Xxxxxxxx
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Haroleta X. Xxxxxxxx Xxxxx X. Xxxxxxxx
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