AMENDMENT NO. 2 TO XXXX X. XXXXX'X
EMPLOYMENT AGREEMENT
THIS AMENDMENT is entered into on the 23rd day of December, 1997, by and
between SOUTHWEST GEORGIA FINANCIAL CORPORATION, a Georgia Corporation (the
"Company") and XXXX X. XXXXX (the "Executive").
W I T N E S S E T H:
WHEREAS, the Company and the Executive are parties to that certain
Employment Agreement, dated November 21, 1989 (the "Employment Agreement"),
under which the Executive has been employed to serve in the capacity of
Chief Executive Officer of the Company or its wholly-owned subsidiary,
Southwest Georgia Bank, a national banking association which operates a
bank in Moultrie, Georgia (the "Bank"); and
WHEREAS, Paragraph 7(a) of the Employment Agreement obligates the Company
to make compensation continuation payments to Executive upon Executive's
termination of employment; and
WHEREAS, the parties desire to extend the term of this Employment Agreement
to January 2, 2003 and to amend the Termination Payment Schedule contained
in Paragraph 7(a).
NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants and agreements contained herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
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1.
Paragraph 1(c) is hereby amended by deleting the first sentence in its
entirety and substituting the following therefor:
"The term of the Executive's employment as referred to in paragraph 1(a)
shall expire January 2, 2003."
2.
The Termination Payment Schedule contained in Paragraph 7(a) is hereby
deleted in its entirety and the following substituted therefor:
Year of Annual Aggregate Length of
Termination Payments Payment Period
Dec. 1, 1996-Nov. 30, 1997 $115,000 6 years
Dec. 1, 1997-Nov. 30, 1998 $120,000 5 years
Dec. 1, 1998-Nov. 30, 1999 $125,000 4 years
Dec. 1, 1999-Nov. 30, 2000 $130,000 3 years
Dec. 1, 2000-Nov. 30, 2001 $135,000 2 years
Dec. 1, 2001-Jan. 2, 2003 $140,000 1 year
3.
This Amendment and all further amendments, modifications, alterations, or
supplements hereto, the rights of the parties hereunder, and the validity
and the effect of this Amendment shall be governed by and construed and
enforced in accordance with the laws of the State of Georgia.
4.
This Amendment supersedes all prior discussions and agreements between the
parties with respect to the subject matter hereof, and this Amendment
contains the sole and entire agreement among the parties with respect to
the matters covered hereby; provided, however, that this Amendment shall
have no effect on any provision of the employment agreement other than
those specifically mentioned herein. This Amendment shall not be altered
or amended except by instrument in writing signed by or on behalf of the
parties hereto.
IN WITNESS WHEREOF, the parties have caused this Amendment to be duly
executed under seal the day and year first written above.
SOUTHWEST GEORGIA
FINANCIAL CORPORATION
(CORPORATE SEAL)
By: /s/ Xxx X. Xxxxxx, Xx.
Title: Chairman of the Board
of Directors
ATTEST:
By: /s/Xxxxxx X. Xxxxxx
Title: Secretary
/s/ Xxxx X. Xxxxx
XXXX X. XXXXX
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