EXHIBIT 10.10.1
FIRST AMENDMENT
TO SALARY CONTINUATION
AGREEMENT
THIS AMENDMENT is made as of the 17th day
of December, 2008, by and among COASTAL BANKING COMPANY, INC.
(f/k/a FIRST CAPITAL BANK HOLDING CORPORATION), a South Carolina
corporation, CBC NATIONAL BANK (formerly known as and currently
doing business as FIRST NATIONAL BANK OF NASSAU COUNTY), a national
banking association (collectively, the “Employer”), and
LEO DEAS III, a resident of the State of Florida (the
“Executive”).
RECITALS:
The Employer and the Executive previously
entered into a salary continuation agreement, dated January 19,
2005 (the “Agreement”). The Employer and the
Executive desire to amend the Agreement for compliance with Section
409A of the Internal Revenue Code of 1986.
In consideration of the Executive’s
continued employment by the Employer and the mutual agreements
hereinafter set forth, the parties hereby agree to amend the
Agreement, effective January 1, 2009, as follows:
1.
By deleting the existing Section 1(b) and
substituting therefor the following:
“b.
‘ Change in Control ’
shall mean the occurrence of any of the following events, unless
such event is a result of a Non-Control Transaction:
(i)
on or after January 1, 2009 (the “
Amendment Date ”), any one person, or more than one
person acting as a group (other than any person or more than one
person acting as a group who is considered to own more than fifty
percent (50%) of the total fair market value of the stock of the
Company prior to such acquisition), acquires stock of the Company
that, together with stock held by such person or group, constitutes
more than fifty percent (50%) of the total fair market value or
total voting power of the stock of the Company; provided ,
however , that in determining whether a Change in Control
has occurred, voting securities of the Company (the ‘
Voting Securities ’) which are acquired by a person or
group in a Non-Control Transaction shall not be considered in
determining the percentage of stock acquired by such person or
group under this paragraph (i);
(ii)
within any twelve-month period (beginning
on or after the Amendment Date), a majority of members of the
Company’s Board of Directors as of the beginning of such
twelve-month period (the ‘ Incumbent Board ’) is
replaced by directors whose appointment or election is not endorsed
by a majority of the members of the Incumbent Board;
provided , however , that any director whose
appointment or election is endorsed by a
majority of the members of the Incumbent
Board shall, upon his or her appointment or election, be considered
a member of the Incumbent Board;
(iii)
within any twelve-month period (beginning
on or after the Amendment Date), any one person, or more than one
person acting as a group, acquires ownership of stock of the
Company possessing fifty percent (50%) or more of the total voting
power of the stock of the Company; provided , however
, that in determining whether a Change in Control has occurred,
Voting Securities which are acquired by a person or group in a
Non-Control Transaction shall not be considered in determining the
percentage of stock acquired by such person or group under this
paragraph (iii); or
(iv)
within any twelve-month period (beginning
on or after the Amendment Date), any one person, or more than one
person acting as a group, acquires assets of the Company that have
a total gross fair market value of eighty-five percent (85%) or
more of the total gross fair market value of all of the assets of
the Company immediately before such acquisition or acquisitions;
provided, however, that transfers to the following entities or
person(s) shall not be deemed to result in a Change in Control
under this paragraph (iv):
(A)
a shareholder (determined immediately
before the asset transfer) of the Company in exchange for or with
respect to its stock;
(B)
an entity, fifty percent (50%) or more of
the total value or voting power of which is owned, directly or
indirectly, by the Company;
(C)
a person, or more than one person acting
as a group, that owns, directly or indirectly, fifty percent (50%)
or more of the total value or voting power of all the outstanding
stock of the Company; or
(D)
an entity, at least fifty percent (50%)
of the total value or voting power of which is owned,
direct
