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EXHIBIT 10.1.1
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
This Agreement (the "Agreement"), dated as of the 30th day of
September, 1998, is made and entered into by and among First Bank of Georgia,
Thomson, Georgia, a bank chartered under the laws of the State of Georgia (the
"Bank"), Georgia-Carolina Bancshares, Inc., a corporation chartered under the
laws of the State of Georgia (the "Company") and Xxxxxxx X. Xxxxxxxxx, an
individual residing in Richmond County, Georgia (the "Executive").
W I T N E S S E T H :
WHEREAS, the Bank, the Company and the Executive entered into an
Employment Agreement dated October 6, 1997 (the "Employment Agreement"); and
WHEREAS, the Bank, the Company and the Executive desire to amend the
Employment Agreement;
NOW, THEREFORE, for and in consideration of the mutual premises and
covenants herein contained, the parties hereto agree as follows:
1. Section 3.2(B)(5) of the Employment Agreement shall be deleted
in its entirety.
2. Sections 4 through 12 of the Employment Agreement shall be
renumbered as Sections 5 through 13, respectively.
3. Between Section 3.3 and Section 5 (formerly Section 4 of the
Employment Agreement) the following shall be added:
"4. STOCK OPTIONS. Upon the closing of the Company's
registered public offering of 740,000 shares of common stock,
$.001 par value per share (the "Common Stock"), pursuant to
that certain Registration Statement on Form SB-2 (File No.
333- 62493), the Executive shall be granted an option (the
"Option") to purchase a number of shares of Common Stock equal
to 2.5% of the number of shares of Common Stock sold in such
offering up to a maximum of 15,750 shares of Common Stock at
an exercise price of $13.50 per share. The Option shall become
exercisable in one-fourth (1/4) increments as follows:
(A) Upon the date of grant;
(B) At the end of the calendar year when the
Bank's average assets exceed $100 million;
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(C) At the end of the calendar year when the
Bank's average assets exceed $150 million; and
(D) At the end of the calendar year when the
Bank's average assets exceed $200 million.
The Option shall expire on the tenth anniversary of the
date of grant; provided, however, that in the event of the
termination of employment of the Executive, the Executive
shall have ninety (90) days to exercise all of the then
presently exercisable options. On the ninety-first day after
the termination of employment of the Executive, all
unexercised options shall terminate."
4. Section 5 (formerly Section 4 of the Employment Agreement)
shall be amended such that all references to "Section 4" contained therein shall
mean Section 5.
5. Section 5(D) (formerly Section 4(D) of the Employment
Agreement) shall be deleted in its entirety and the following substituted in
lieu thereof:
"(D) Notwithstanding anything to the contrary set forth
in this Section 5, a "change in control" shall not include any
sale of Common Stock by the Company in connection with the
registered public offering of 740,000 shares of Common Stock
pursuant to that certain Registration Statement on Form SB-2
(File No. 333-62493)."
6. Section 6 (formerly Section 5 of the Employment Agreement)
shall be amended such that the reference to Paragraph 5(ii) contained therein
shall mean Section 5.
7. Section 2.1(D) of the Employment Agreement shall be amended
such that all references to "Paragraph 6" contained therein shall mean Section
6.
8. Except as otherwise specifically set forth herein, all of the
other terms and conditions of the Employment Agreement shall remain in full
force and effect as originally written without amendment or modification.
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IN WITNESS WHEREOF, the Bank, the Company and the Executive have
executed and delivered this Agreement as of the date first above written.
"Bank"
FIRST BANK OF GEORGIA
By: /s/ Xxxx X. Xxx
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Title: Chairman
"Company"
GEORGIA-CAROLINA BANCSHARES, INC.
By: /s/ Xxxxx X. Xxxxxxxx, Xx.
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Title: Chairman
"Executive"
/s/ Xxxxxxx X. Xxxxxxxxx
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Xxxxxxx X. Xxxxxxxxx
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