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Exhibit 99.1
NOTICE: THIS CONTRACT IS SUBJECT TO ARBITRATION PURSUANT
TO THE SOUTH CAROLINA UNIFORM ARBITRATION ACT
AMENDED CHANGE OF CONTROL AGREEMENT
This Amended Change of Control Agreement is entered into as of
this 5th
day of December, 2007 by and between Cornerstone Bancorp (the
"Company") and J.
Rodger Anthony (the "Executive").
WHEREAS, on June 8, 2004, the Company and the Executive entered
into a
Change of Control Agreement (the "Agreement"); and
WHEREAS, the Company and the Executive desire to amend the
Agreement in
compliance with the recently enacted Internal Revenue Code
Section 409A and
associated federal regulations.
NOW, THEREFORE, in consideration of the premises and of
services
previously provided to the Company by the Executive, and
Executive's willingness
to continue employment with the Company, and other good and
valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the
Company and Executive, intending to be legally bound, agree as
follows:
The principal purpose of this agreement is to protect Executive
against
a Change of Control of the Company as defined in Item 1 below.
Executive is,
however, an employee at will, and this agreement is not an
employment agreement
and shall not create for Executive any right to continued
employment.
1. In the event that, within five years after June 8, 2004, any
Change of
Control (as defined below) of the Company is effected, then
Executive shall be
entitled to the following benefits:
(a) A lump sum payment equal to three times the Executive's
annual base
salary in effect at the effective date of the Change of Control.
Such
payment shall be made within five business days following such
Change
of Control.
(b) If, however, the amount of any lump-sum payment in (a)
above, plus
any other amount treated as a parachute payment under Section
280G of
the Internal Revenue Code equals or exceeds three times the base
amount
described in Section 280G of the Internal Revenue Code, then the
amount
due hereunder shall be adjusted to have a value for purposes of
Section
280G of three times the base amount less $100.
(c) Any amount paid pursuant to this Agreement will be deemed
severance
pay. Executive shall not be under any duty to mitigate damages
and no
income received by Executive thereafter shall reduce the amount
due
Executive hereunder.
A "Change of Control" of the Company shall be deemed to have
been
effected for purposes of this agreement (i) on the date that any
one person, or
more than one person acting as a group, acquires ownership of
stock of the
Company that, together with stock held by such person or group,
constitutes more
than 50 percent of the total voting power of the stock of the
Company; (ii) any
one person, or more than one person acting as a group, acquires
ownership,
during any 12-month period ending on the date of the most recent
acquisition by
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such person or group, of stock of the Company that constitutes
more than 50
percent of the total voting power of the stock of the Company;
(iii) the Company
is m
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