AMENDMENT TO EMPLOYMENT AGREEMENT
Exhibit
10.2(a)
AMENDMENT
TO EMPLOYMENT AGREEMENT
THIS
AMENDMENT is made as of November 21, 2005, by and among NEIGHBORS BANCSHARES,
INC., a bank holding company incorporated under the laws of the State of Georgia
(the “Company”); NEIGHBORS BANK, a bank organized under the laws of the State of
Georgia (the “Bank”) (collectively, the Company and the Bank are referred to
hereinafter as the “Employer”); and Xxxxxxx X. Xxxxxxx, a resident of the State
of Georgia (the “Executive”).
RECITALS:
The
Employer and the Executive are parties to an Employment Agreement dated
September 16, 2003 (the “Employment Agreement”).
In
consideration of Executive’s continued employment by the Employer, the parties
hereby amend the Employment Agreement as follows:
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1.
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By
adding the following to the end of Section
3.3:
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“Notwithstanding
the foregoing, the parties agree that the severance payment provided for in
this
Section is intended to constitute reasonable compensation in exchange for the
Executive’s post-termination of employment obligations pursuant to this
Agreement, including without limitation Section 6, 7, and 8 hereof, and
accordingly, the parties agree that such payment is intended to be “reasonable
compensation for personal services to be rendered on or after the date of the
Change of Control,” within the meaning of Section 280G(b)(4) of the Code, and
accordingly is not intended to be in whole or in part a “parachute payment”
within the meaning of Section 280G of the Code.”
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2.
|
By
replacing Section 4.3 with the
following:
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“4.3 Stock
Options.
The
Executive shall be granted options to purchase shares of the Company’s common
stock in such amounts as shall be determined by and subject to such terms and
conditions as are approved by the Board of Directors.”
Except
as
specifically amended hereby, the Employment Agreement shall remain in full
force
and effect as prior to this Amendment.
[SIGNATURES
CONTINUED ON NEXT PAGE]
IN
WITNESS WHEREOF, the Employer and the Executive have executed and delivered
this
Amendment as of the date first shown above.
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NEIGHBORS
BANCSHARES, INC.
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By:
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/s/
Xxxxx X. Xxxxxxxx
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Signature
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Xxxxx
X. Xxxxxxxx
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Print
Name
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Chairman
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Title
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NEIGHBORS
BANK
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By:
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/s/
Xxxxxxx X. Xxxxx
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Signature
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Xxxxxxx
X. Xxxxx
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Print
Name
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Senior
Vice President and Chief Financial Officer
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Title
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EXECUTIVE:
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/s/
Xxxx Xxxxxxx
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Date:
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11/21/05
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Exhibit
10.2(b)
AMENDMENT
TO EMPLOYMENT AGREEMENT
THIS
AMENDMENT is made as of November 21, 2005, by and among NEIGHBORS BANCSHARES,
INC., a bank holding company incorporated under the laws of the State of Georgia
(the “Company”); NEIGHBORS BANK, a bank organized under the laws of the State of
Georgia (the “Bank”) (collectively, the Company and the Bank are referred to
hereinafter as the “Employer”); and Xxxxxxx X. Xxxxx, a resident of the State of
Georgia (the “Executive”).
RECITALS:
The
Employer and the Executive are parties to an Employment Agreement dated
September 16, 2003 (the “Employment Agreement”).
In
consideration of Executive’s continued employment by the Employer, the parties
hereby amend the Employment Agreement as follows:
|
1.
|
By
adding the following to the end of Section
3.3:
|
“Notwithstanding
the foregoing, the parties agree that the severance payment provided for in
this
Section is intended to constitute reasonable compensation in exchange for the
Executive’s post-termination of employment obligations pursuant to this
Agreement, including without limitation Section 6, 7, and 8 hereof, and
accordingly, the parties agree that such payment is intended to be “reasonable
compensation for personal services to be rendered on or after the date of the
Change of Control,” within the meaning of Section 280G(b)(4) of the Code, and
accordingly is not intended to be in whole or in part a “parachute payment”
within the meaning of Section 280G of the Code.”
|
3.
|
By
replacing Section 4.3 with the
following:
|
“4.3 Stock
Options.
The
Executive shall be granted options to purchase shares of the Company’s common
stock in such amounts as shall be determined by and subject to such terms and
conditions as are approved by the Board of Directors.”
Except
as
specifically amended hereby, the Employment Agreement shall remain in full
force
and effect as prior to this Amendment.
[SIGNATURES
CONTINUED ON NEXT PAGE]
IN
WITNESS WHEREOF, the Employer and the Executive have executed and delivered
this
Amendment as of the date first shown above.
|
NEIGHBORS
BANCSHARES, INC.
|
||
|
By:
|
/s/
Xxxxx X. Xxxxxxxx
|
|
|
Signature
|
||
|
Xxxxx
X. Xxxxxxxx
|
||
|
Print
Name
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||
|
Chairman
|
||
|
Title
|
||
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NEIGHBORS
BANK
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||
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By:
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/s/
Xxxx Xxxxxxx
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Signature
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Xxxx
Xxxxxxx
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Print
Name
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President
and Chief Executive Officer
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Title
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EXECUTIVE:
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/s/
Xxxxxxx X. Xxxxx
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Date:
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11/21/05
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Exhibit
10.2(c)
AMENDMENT
TO EMPLOYMENT AGREEMENT
THIS
AMENDMENT is made as of November 21, 2005, by and among NEIGHBORS BANCSHARES,
INC., a bank holding company incorporated under the laws of the State of Georgia
(the “Company”); NEIGHBORS BANK, a bank organized under the laws of the State of
Georgia (the “Bank”) (collectively, the Company and the Bank are referred to
hereinafter as the “Employer”); and J. Xxxx Xxxxxx, a resident of the State of
Georgia (the “Executive”).
RECITALS:
The
Employer and the Executive are parties to an Employment Agreement dated
September 16, 2003 (the “Employment Agreement”).
In
consideration of Executive’s continued employment by the Employer, the parties
hereby amend the Employment Agreement as follows:
|
1.
|
By
adding the following to the end of Section
3.3:
|
“Notwithstanding
the foregoing, the parties agree that the severance payment provided for in
this
Section is intended to constitute reasonable compensation in exchange for the
Executive’s post-termination of employment obligations pursuant to this
Agreement, including without limitation Section 6, 7, and 8 hereof, and
accordingly, the parties agree that such payment is intended to be “reasonable
compensation for personal services to be rendered on or after the date of the
Change of Control,” within the meaning of Section 280G(b)(4) of the Code, and
accordingly is not intended to be in whole or in part a “parachute payment”
within the meaning of Section 280G of the Code.”
|
4.
|
By
replacing Section 4.3 with the
following:
|
“4.3 Stock
Options.
The
Executive shall be granted options to purchase shares of the Company’s common
stock in such amounts as shall be determined by and subject to such terms and
conditions as are approved by the Board of Directors.”
Except
as
specifically amended hereby, the Employment Agreement shall remain in full
force
and effect as prior to this Amendment.
[SIGNATURES
CONTINUED ON NEXT PAGE]
IN
WITNESS WHEREOF, the Employer and the Executive have executed and delivered
this
Amendment as of the date first shown above.
|
NEIGHBORS
BANCSHARES, INC.
|
||
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By:
|
/s/
Xxxxx X. Xxxxxxxx
|
|
|
Signature
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Xxxxx
X. Xxxxxxxx
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||
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Print
Name
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Chairman
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Title
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NEIGHBORS
BANK
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By:
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/s/
Xxxx Xxxxxxx
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Signature
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Xxxx
Xxxxxxx
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Print
Name
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President
and Chief Executive Officer
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Title
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EXECUTIVE:
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/s/
J. Xxxx Xxxxxx
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Date:
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11/21/05
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