THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this "Amendment"), dated and
effective this 8th day of March, 2005, is by and between FIRST BANCORP, a North
Carolina corporation (the "Company"), and X. XXXXXX XXXXX (the "Employee").
References to the "Company" herein shall be deemed to refer to the Company and
its subsidiaries taken as a whole, unless the context requires otherwise or this
Amendment provides otherwise.
The Company and the Employee are parties to an Employment Agreement (the
"Employment Agreement") dated January 15, 2003, providing for the employment of
Employee by the Company on the terms and conditions set forth therein.
Capitalized terms used herein without definition shall have the meaning given to
them in the Employment Agreement. The Company and the Employee desire to amend
the Employment Agreement as provided herein. Accordingly, in consideration of
the Employment Agreement and the mutual covenants contained therein and herein,
and for other good and valuable consideration, the receipt of which is hereby
acknowledged, the parties mutually agree as follows:
1. Amendment. Section 8(a) of the Employment Agreement is deleted in its
entirety, and is hereby replaced by the following:
(a) If a "Change in Control" occurs while the Employee is employed by the
Company and the Employee's employment is terminated by the Company or the
Employee for any reason or no reason within twelve (12) months after the
Change in Control, the Company shall pay the Severance Payment provided in
Section 8(b) to the Employee within ten (10) days of the date of
termination of the Employee's employment, provide benefits pursuant to
Section 8(c) and cause the acceleration of vesting of benefits described
in Section 8(d) to occur; provided, however, that the termination of the
Employee's employment shall not be deemed due to a Change in Control and
the Employee shall have no rights under this Section 8 if such termination
of employment is (i) pursuant to Section 4(a) or (ii) due to the
Employee's death pursuant to Section 4(b), the Employee's disability
pursuant to Section 5(b) or the Employee's retirement in accordance with
the Company's then existing retirement policies.
In the event of successive Changes of Control, the provisions of this
Agreement shall apply with respect to each Change of Control. All
references to the Company in this Section 8 shall also be to the Company's
successors and assigns of the Company, whether in connection with a Change
of Control or otherwise.
2. Effect of Amendment. Except as provided above, the Employment
Agreement, including Sections 8(b) through 8(e), is hereby reaffirmed by the
parties and remains in full force and effect. This Amendment is intended to
supplement the Employment Agreement and is not intended to be and shall not be
construed as a substitution or novation of the original Employment Agreement.
3. Effectiveness. This Amendment shall be effective upon the execution and
deliver of this Amendment by each of the parties hereto.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment under
seal as of the day and year first above stated.
By: /s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: President and Chief Executive Officer
/s/ X. Xxxxxx Xxxxx
X. Xxxxxx Xxxxx