EXHIBIT 10.3
ADDENDUM TO EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT ADDENDUM is made and entered into as an amendment
and addition to that certain Employment Agreement originally dated September 22,
1999, (hereinafter referred to as the "Employment Agreement") by and between
NORTH GEORGIA NATIONAL BANK, a National Banking Association with principal
offices located in Calhoun, Georgia, (hereinafter referred to as the "Bank"),
and XXXXX X. XXXXX (hereinafter referred to as the "Executive").
WHEREAS, the original Employment Agreement at Section 13.2 concerning
Modification provides that the Employment Agreement between the parties may not
be amended in any way except by mutual agreement of the parties in a written
instrument; and
WHEREAS, the parties intend for all terms and provisions set forth in the
original Employment Agreement to remain in full force and effect in addition to
the terms set forth in this Addendum (the original Employment Agreement being
attached hereto as "Exhibit A" and incorporated fully herein by specific
reference);
WHEREAS, the parties now desire and have agreed to amend the original
Employment Agreement by way of this written Addendum thereto;
NOW THEREFORE, in consideration of the foregoing and of the mutual
covenants and agreements of the parties set forth in the original Employment
Agreement, and of other good and valuable consideration the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending to
be legally bound, agree to amend the original Employment Agreement by adding
provisions at the end of the paragraph comprising Section 4.4 concerning
Long-Term Incentives as follows:
In the event of such a sale or transfer of the Bank, then upon receipt
by the Executive of one percent (1%) of the total sale price of the Bank,
the Bank shall pay to the Executive in cash an additional amount (the
"Gross-Up Payment") such that the net amount retained by the Executive
after deduction of any and all federal, state, and local income tax and any
excise tax on the Gross-Up Payment provided for by this Sec. 4.4, shall be
equal to the initial one percent (1%) of the total sale price. Such cash
payment of the one percent (1%) of the sale price and the Gross-Up Payment
shall be made by the Bank to the Executive upon the closing date of such
sale.
Additionally, during the entire term of this Agreement, the Bank
hereby grants to the Executive a Right of First Refusal on any such
sale of the-Bank. In the event that the Bank receives a good xxxxx
xxxx fide offer for purchase, then the Bank shall deliver to the
executive a certified written copy of such purchase offer. Thereafter,
the Executive shall have sixty (60) days either to match the
outstanding offer by agreeing to purchase the Bank or to decline to
exercise his Right of First Refusal to purchase the Bank. If the
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Executive agrees to purchase the Bank, the Executive may accomplish
such purchase either individually or as a part of any group of
investors, partner's, or other financial business arrangements as the
Executive, in his sole discretion, may deem appropriate and necessary
to complete the purchase transaction.
IN WITNESS WHEREOF, the Executive has executed, and the Bank (pursuant to a
resolution adopted at a duly constituted meeting of the Bank's Board of
Directors) has executed this Addendum to the original Employment Agreement, as
of the 16th day of November, 1999.
NORTH GEORGIA NATIONAL BANK
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By:/s/ Xxxxxx X. Xxxxxxxx
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XXXXXX X. XXXXXXXX
Chairman of the Board of Directors
Attest:/s/ Xxxxxx X. Xxxxx, Xx.
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XXXXXX X. XXXXX, XX., Director
[SEAL]
EXECUTIVE
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By: /s/ Xxxxx X. Xxxxx
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XXXXX X. XXXXX
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