Exhibit 10
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this "Amendment"), made
and entered into as of the 30th day of June, 2006, by and between FIRST NATIONAL
BANK AND TRUST COMPANY, a national banking corporation with its principal office
and place of business located in Asheboro, North Carolina (the "Bank"), and R.
XXXXX XXXXXXXX (the "Employee") amends the Employment Agreement dated as of
April 10, 2000, by and between the Bank and the Employee (the "Employment
Agreement").
NOW, THEREFORE, in consideration of the mutual promises of the parties
and other good and valuable consideration, and intending to be legally bound
hereby, the parties hereby agree as follows:
1. Amendment of Employment Agreement. The Employment Agreement is hereby amended
as follows:
(a) The last sentence of Section 5(d) of the Employment Agreement is deleted in
its entirety and replaced with the following:
"In addition to and notwithstanding the foregoing, in the event of a
termination pursuant to this Section 5(d), the Bank shall continue to
provide to the Employee either the benefits to which the Employee is
entitled under this Agreement or the economic equivalent thereof through
December 31 of the second calendar year following the year in which the
Employee's employment is terminated; provided that such benefits or
payments are given or made in compliance with Section 409A of the Code
(defined below) and the regulations promulgated thereunder."
(b) The following new Section 20 is added to the Employment Agreement:
"20. Code ss. 409A. It is the intent of the parties that this Agreement and
all payments made hereunder shall be in compliance with the requirements of
section 409A of the Internal Revenue Code of 1986, as amended from time to
time, (including corresponding provisions of succeeding law) (the "Code")
and the regulations promulgated thereunder. If any provision of this
Agreement shall not be in compliance with section 409A of the Code and the
regulations thereunder, then such provision shall be deemed automatically
amended without further action on the part of the Bank or the Employee to
the minimum extent necessary to cause such provision to be in compliance
and such provision will thereafter be given effect as so amended. If
postponing payment of any amounts due under this Agreement is necessary for
compliance with the requirements of section 409A of the Code and the
regulations thereunder to avoid adverse tax consequences to the Employee,
then payment of such amounts shall be postponed to comply with section
409A. Any and all payments that are postponed under this Section 20 shall
be paid to the Employee in a lump sum at the earliest time that does not
result in adverse tax consequences to the Employee under section 409A."
2. Entire Agreement. The Agreement as amended hereby forms the entire agreement
between the parties hereto with respect to the subject matter contained in the
Employment Agreement as amended hereby and, except as otherwise provided herein,
shall supersede all prior agreements, promises and representations regarding
employment, compensation, severance or other payments contingent upon
termination of employment, whether in writing or otherwise.
3. Effect of Amendment. Except as amended by this Amendment, the Employment
Agreement shall remain in full force and effect and enforceable in accordance
with its terms as amended hereby.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first above written.
FIRST NATIONAL BANK
AND TRUST COMPANY
By /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
Chairman and President
/s/ R. Xxxxx Xxxxxxxx (SEAL)
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R. Xxxxx Xxxxxxxx
