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Exhibit 10.2
EXECUTIVE COMPENSATION MODIFICATION AGREEMENT
This Executive Compensation
Modification Agreement (the “Modification
Agreement”) by and between AB&T Financial
Corporation, a North Carolina corporation (including its direct and
indirect subsidiaries, the “Employer”) and
_______________, a resident of the State of North Carolina (the
“Executive”) is entered into on this ______ day
of _________, 2009.
W I T N E S S E T H
WHEREAS , the Executive is employed as a
“senior executive officer” of Employer as such
term is defined in section 111(b)(3) of the Emergency Economic
Stabilization Act of 2008 (“EESA”); and
WHEREAS , the Executive may be eligible to
receive from Employer, from time to time, cash and non-cash
consideration, bonuses and other compensation
(“Compensation”) pursuant to an employment
agreement, salary continuation plan or agreement, incentive plan or
agreement, severance plan or agreement, change-in-control
agreement, stock option plan or grant agreement, restricted stock
plan or grant agreement, equity compensation plan or agreement,
phantom stock plan or award, split dollar agreement, supplemental
retirement plan and/or any other agreement or plan, whether or not
written, provided by Employer and intended to compensate Executive
for services rendered as a senior executive officer of Employer
(such agreements, plans and arrangements referred to collectively
herein as the “Executive Compensation
Agreements”); and
WHEREAS , the parties desire to amend each
of the Executive Compensation Agreements to insert a
“savings clause” with regard to the limitations
on payments of certain benefits and to provide, in certain
instances, for the forfeiture or recovery of certain payments or
awards by the Employer while the Employer has outstanding certain
equity or debt securities (including warrants to purchase such
securities) owned by the United States Department of the Treasury
pursuant to the EESA and acquired pursuant to that certain Letter
Agreement (including the Schedules thereto) and Securities Purchase
Agreement – Standard Terms (including the Annexes
thereto) (together, the “Purchase Agreement”),
between the Employer and the United States Department of the
Treasury; and
WHEREAS , the execution of this Modification
Agreement to cause the Executive Compensation Agreements to be in
compliance with the p
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