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Exhibit 10(a)
AMENDED AND RESTATED
CHANGE IN CONTROL AGREEMENT
THIS AGREEMENT, originally effective as of April 17, 2003, by
and between
Lud W. Vaughn (the "Executive"), Provident Community Bank, (the
"Bank"), and
Union Financial Bancshares, Inc., now Provident Community
Bancshares, Inc., (the
"Company"), is hereby amended and restated in its entirety
effective as of April
25, 2007.
WHEREAS, Executive serves the Bank and the Company in a position
of
substantial responsibility; and
WHEREAS, the Bank and the Company recognize the substantial
contributions
of Executive and wish to continue to protect his position for
the period
provided in this Agreement; and
WHEREAS, this Agreement shall supersede any and all prior
agreements
related to the subject matter hereof between Executive, the Bank
and the
Company.
NOW, THEREFORE, in consideration of the foregoing and upon the
other terms
and conditions hereinafter provided, the parties hereby agree as
follows:
1. Term of Agreement
(a) The term of this Agreement shall be (i) the period
commencing on
April 25, 2007 (the "Effective Date"), and continuing for a
period of
twenty-four (24) months thereafter; plus (ii) any and all
extensions of the term
made pursuant to this Section 1.
(b) Commencing on the Effective Date and on each day thereafter,
the
term under this Agreement shall be renewed automatically for an
additional one
(1) day period beyond the then-effective expiration date without
action by any
party; provided, however, that neither the Bank or the Company,
on the one hand,
or Executive, on the other, has given at least sixty (60) days
written notice of
its or his desire that the term not be renewed. In the event
either party
provides such notice, the term of this Agreement shall become
fixed and shall
end on the second anniversary of the date of written notice.
2. Payments to Executive Upon a Change in Control
(a) Upon the occurrence of a Change in Control (as herein
defined) of
the Company or the Bank followed within twelve (12) months of
the effective date
of a Change in Control by the voluntary or involuntary
termination of
Executive's employment, other than Termination for Cause, as
defined in Section
2(c) hereof, the provisions of Section 3 shall apply. For
purposes of this
Agreement, "voluntary termination" shall be limited to the
circumstances in
which, during the term of this Agreement, Executive elects to
voluntarily
terminate his employment within twelve (12) months of the
effective date of a
Change in Control following any demotion, loss of title, office
or significant
authority, reduction in his annual compensation or benefits
(other than a
reduction affecting the Bank's personnel generally), or
relocation of his
principal place of employment by more than thirty-five (35)
miles from its
location immediately prior to the Change in Control.
<PAGE>
(b) For purposes of this Agreement, a "Change in Control" shall
be
deemed to occur on the earliest of any of the following
events:
(i) Merger: The Company or the Bank merges into or consolidates
with
another corporation, or merges another corporation into the
Company
or the Bank, and as a result, less than a majority of the
combined
voting power of the resulting corporation immediately after
the
merger or consolidation is held by persons who were stockholders
of
the Company or the Bank immediately before the merger or
consolidation.
(ii) Acquisition of Significant Share Ownership: There is filed,
or
required to be filed, a report on Schedule 13D or another form
or
schedule (other than Schedule 13G) required under Sections 13(d)
or
14(d) of the Securities Exchange Act of 1934, if the
schedule
discloses that the filing person or persons acting in concert
has or
have become the beneficial owner of 25% or more of a class of
the
Company's voting securities, but this clause (ii) shall not
apply to
beneficial ownership of Company voting shares held in a
fiduciary
capacity by an entity of which the Company directly or
indirectly
beneficially owns 50% or more of its outstanding voting
securities.
(iii) Change in Board Composition: During any period of two
consecutive years, individuals who constitute the Company's or
the
Bank's Board of Directors at the beginning of the two-year
period
cease for any reason to constitute at least a majority of
the
Company's or the Bank's Board of Directors; provided, however,
that
for purposes of this clause (iii), each director who is
first
elected by the board (or first nominated by the board for
election
by the stockholders) by a vote of at least two-thirds (2/3) of
the
directors who were directors at the beginning of the two-year
period
shall be deemed to have also been a director at the beginning
of
such period; or
(iv) Sale of Assets: The Company or the Bank sells to a third
party
all or substantially all of its assets.
(c) Executive shall not have the right to receive termination
benefits
pursuant to Section 3 hereof upon Termination for Cause. The
term "Termination
for Cause" shall mean termination because of Executive's
intentional failure to
perform stated duties, personal dishonesty, incompetence,
willful misconduct,
any breach
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