Employment Agreement for H. Matthew Chambers

Exhibit 10.2

THIS EMPLOYMENT AGREEMENT (this “Agreement”), by and between CONFEDERATE MOTORS, INC. a Delaware corporation (the “Company”), and H. Matthew Chambers (“Executive”), is hereby entered into as of October 30, 2008.

WHEREAS, Executive is currently an employee of the Company;

WHEREAS, the Company desires to continue to employ Executive in his capacity as Chief Executive Officer in connection with the conduct of its business, and Executive desires to accept such employment on the terms and conditions herein set forth; and

WHEREAS, the Company and Executive desire to set forth the terms upon which Executive shall be so employed.

NOW, THEREFORE, in consideration of the foregoing, the mutual covenants contained herein, and other good and valuable consideration the receipt and adequacy of which the Company and Executive each hereby acknowledge, the Company and Executive hereby agree as follows:

The Company hereby agrees to employ Executive as its Chief Executive Officer, and Executive hereby agrees to accept such employment and serve in such capacities, during the Term (as defined in Section 2) and upon the terms and conditions set forth in this Agreement.

The term of employment of Executive under this Agreement (the “Term”) shall, unless this Agreement is terminated in accordance with Section 6 or 7, be a five-year period initially commencing on the Effective Date.  At each anniversary of the Effective Date, the Term shall automatically be extended by one year, unless the Company notifies the Executive in writing prior to such anniversary (the “Termination Notice Date”) that the Term shall not be so extended and, in such

case, the Term shall terminate on the second anniversary of such Termination Notice Date.  As used herein, “Effective Date” shall mean the closing date of a merger between (i) Confederate Motor Company, Inc. (“Confederate”) and (ii) a subsidiary (the “Merger Sub”) of Confederate Motors, Inc., a Delaware corporation, in which the Merger Sub merges with and into Confederate and Confederate is the surviving entity.  This Agreement shall become effective only when and if the Effective Date occurs.  If the Effective Date does not occur on or before January 30, 2009, then this Agreement shall be null and void.

The provisions of this Section 3 will apply during the Term:

(a)           Generally .  Executive shall serve as the Chief Executive Officer of the Company.  Executive shall have and perform such duties, responsibilities and authorities as are customary for the Chief Executive Officer of a publicly held corporation of the size, type, and nature of the Company as they may exist from time to time and consistent with such position and status and as the Company’s Board of Directors (the “Board”) shall from time to time direct, but in no event shall such duties, responsibilities, and authorities be reduced from those of Executive prior to the Effective Date.  Executive shall devote such business time and attention as is necessary to appropriately and efficiently discharge his duties and responsibilities as set forth herein.

(b)           Place of Employment .  Executive’s principal place of employment shall be the current corporate offices of the Company in Birmingham, Alabama.  In no event shall the Executive’s principal place of employment be relocated to any other location without his prior written consent.

As partial compensation for the services to be rendered hereunder by Executive, the Company agrees to pay to Executive during the Term the compensation set forth in this Section 4.

(a)           Base Salary and Guaranteed Cash Bonus .  The Company will pay to Executive during the Term a base salary at the initial annual rate of $180,000 payable in cash in accordance with the Company’s usual payroll practices with respect to senior executives.  The base salary shall be determined at least annually by the Committee (as defined herein); provided that the base salary may be increased, but not decreased, from that in effect for the prior year.  “Committee” means the Compensation Committee of the Board, or, if the Company does not then have a Compensation Committee, the Board.  In addition, the Company will pay to Executive during the Term a guaranteed annual cash bonus equal to 25% of the annual base salary, which bonus shall be paid in four substantially equal quarterly installments, starting with the quarterly installment for and payable in the second quarter of 2009.  Each quarterly installment shall be paid no later than the end of the quarter in which the installment is earned.  Notwithstanding the foregoing, if the annual base salary increases during any calendar year, then the guaranteed annual cash bonus payments in that year shall be increased accordingly so that the total guaranteed annual cash bonus paid for that year is equal to 25% of the total base salary for that year.  Notwithstanding the foregoing: (i) the guaranteed annual

cash bonus for 2008 shall be equal to 25% (or such higher percentage, if any, that the Committee may determine) of the annual base salary in effect at the beginning of the Term and shall be paid in a single lump sum payment no later than 60 days after the Effective Date; (ii) a guaranteed bonus for the first quarter of 2009 equal to 25% (or such higher percentage, if any, that the Committee may determine) of the quarterly base salary in effect at the beginning of the Term and shall be paid in a single lump sum payment no later than 90 days after the Effective Date; and (iii) the guaranteed bonus for the second quarter of 2009 shall be payable no later than 120 days after the Effective Date.

(b)           Annual Incentive Compensation .  The Company will pay to Executive during the Term annual cash incentive compensation, if any, in amounts determined each calendar year by the Committee.  Any such annual cash incentive compensation payable to Executive for a calendar year shall be paid in a single lump sum payment during the period starting on January1, and ending on March 15, of the calendar year following the calendar year in which the annual cash incentive compensation is earned.  As used herein, “annual cash incentive compensation” does not include the guaranteed annual cash bonus contemplated by Section 4(a).

(a)           Executive Compensation Plans .  Executive shall be entitled during the Term to participate, without discrimination or duplication, in all executive compensation plans and programs intended for general participation by senior executives of the Company, as presently in effect or as they may be modified or added to by the Company from time to time, subject to the eligibility and other requirements of such plans and programs, including, without limitation, the Company’s 2008 Equity Incentive Plan, and any successor to such plan, any other stock option plans, performance share plans, management incentive plans, deferred compensation plans and supplemental retirement plans; provided , however , that such plans and programs, in the aggregate, shall provide Executive with benefits and compensation and incentive award opportunities substantially no less favorable than those provided by the Company to Executive under such plans and programs as in effect on the Effective Date.

(b)           Employee and Executive Benefit Plans .  Executive shall be entitled during the Term to participate, without discrimination or duplication, in all employee, executive benefit and special individual plans and programs of the Company, as presently in effect or as they may be modified or added to by the Company from time to time, to the extent such plans and programs are available to other senior executives or employees of the Company, subject to the eligibility and other requirements of such plans and programs, including, without limitation, plans providing health and medical insurance, life insurance, disability insurance and accidental death or dismemberment insurance, and pension or other retirement plans, savings plans, vacation and time-off programs, profit-sharing plans, stock purchase plans and stock ownership plans; provided , however , that such plans and programs, in the aggregate, shall provide Executive with benefits and compensation and incentive award opportunities substantially no less favorable than those provided by the Company to Executive under such plans and programs as in effect on the Effective Date.

(c)            Reimbursement of Expenses .  The Company will promptly reimburse Executive for all reasonable business expenses and disbursements incurred by Executive in the performance of Executive’s duties during the Term within 60 days after Executive submits reasonable evidence of such expenses and disbursements to the Company.

(d)           Funding of Rabbi Trust .  Not later than 30 days following a Change in Control: (1) the Company shall contribute to a “rabbi trust” within the contemplation of IRS Revenue Procedure 92-64 (which trust and its assets shall be located within the United States) an amount equal to the amount that would be payable to the Executive under (i), (ii), (iii), and (v) of Section 7(b) (and, if applicable, under the last sentence of the first grammatical paragaph of Section 7(b)) upon a Termination of Employment described in Section 7(b), and (2) the trustee of the rabbi trust shall be irrevocably instructed to pay such amounts (plus earnings thereon) to the Executive upon the Executive’s Termination of Employment, if the amounts due to the Executive hereunder are not otherwise paid to the Executive by the Company.  The Company shall provide to Executive written evidence of compliance with this Section 5(d) within two business days after such contribution.

Executive’s employment and the Term shall terminate upon Executive’s death.  The Company may terminate the employment of Executive as Chief Executive Officer due to Disability (as defined in Section 8(c)) of Executive, effective upon the expiration of the 30-day period set forth in Section 8(c), absent the actions referred to therein being taken by Executive to return to service and Executive’s presentation to the Company of a certificate of good health.

In the event of Executive’s Termination of Employment due to death or Disability, all obligations of the Company and Executive under Sections 1 through 5 of this Agreement will immediately cease; provided , however , that the Company will pay Executive (or, in the case of Executive’s death, his beneficiaries or estate), and Executive (or, in the case of Executive’s death, his beneficiaries or estate) will be entitled to receive, the following:

The Company shall pay the amounts under clauses (i) and (iii) in a single lump sum payment no later than 30 days after Termination of Employment.  The Company shall pay the amount under clause (ii) in a single lump sum payment no later than (A) 30 days after Termination of Employment or (B) such earlier date as required by Section 4(b).

As used herein, “Severance Annual Incentive Amount” means an amount equal to the average annual cash incentive compensation paid to Executive for the Most Recent Years, except that if Executive was not eligible to receive or did not receive such compensation for any year in the Most Recent Years, then “Severance Annual Incentive Amount” means the target annual cash incentive compensation for the year of termination.  As used herein, “Most Recent Years” means the three calendar years immediately preceding the year of termination; provided , however that if, at the time of termination Executive has not been employed by the Company for the entire year in each of the three immediately calendar years, then “Most Recent Years” means the immediately preceding calender year(s) (not to exceed two years) during which Executive was employed for the entire year by the Company.

In addition, upon a termination of Executive’s employment due to death or Disability, stock options then held by Executive will be exercisable to the extent and for such periods indicated in, and otherwise be governed by, the plans and programs (and agreements and other documents thereunder) pursuant to which such stock options were granted.  Furthermore, for the period extending from such termination until Executive reaches age 65, Executive shall continue to participate in all health, medical and life insurance plans, programs and arrangements (including those self-funded by the Company) under Section 5(b) in which Executive was participating immediately prior to termination (“Insurance Plans”), as if Executive had continued in employment with the Company during such period.  To the extent that the Insurance Plans do not allow such continued participation, the Company shall make cash payments to Executive equivalent on an after-tax basis to the value of the benefits Executive would have received under the Insurance Plans if  Executive had so continued in the employment of the Company during such period and had continued to participate in the Insurance Plans, provided that (i) the value of any insurance-provided benefits (including under self-funded Insurance Plans) will be based on the premium cost to Executive, which shall not exceed the highest risk premium charged by a carrier having an investment grade or better credit rating, and (ii) such cash payments by the Company shall be made within 60 days after the Executive submits reasonable evidence to the Company of Executive’s payment of such premiums.

(a)            Termination by the Company for Cause and Termination by Executive Other Than For Good Reason .  In accordance with the provisions of this Section 7(a), the Company may terminate the employment of Executive as Chief Executive Officer for Cause at any time prior to a Change in Control, and Executive may terminate his employment as Chief Executive Officer voluntarily for reasons other than Good Reason (as defined in Section 8(d)) at any time.

Upon Termination of Employment by the Company for Cause or by the Executive for reasons other than Good Reason, the Term will immediately terminate, and all obligations of the Company and Executive under Sections 1 through 5 of this Agreement will immediately cease; provided , however , that the Company shall pay Executive, and Executive shall be entitled to receive, the following:

The Company shall pay the amount under clause (i) in a single lump sum payment no later than 30 days after Termination of Employment. The Company shall pay the amount under clause (ii) in a single lump sum payment no later than (A) 30 days after Termination of Employment or (B) such earlier date as required by Section 4(b).

(b)           Termination by the Company Without Cause and Termination by Executive for Good Reason .  In accordance with the provisions of this Section 7(b), the Company may terminate the employment of Executive without Cause, including after a Change in Control, upon 90 days’ written notice to Executive, and Executive may terminate his employment with the Company for Good Reason upon 90 days’ written notice to the Company; provided , however , that the Company shall have 30 days after receipt of such notice to remedy the basis for such Good Reason.  Termination of Employment by Executive shall not be a termination for Good Reason unless such termination occurs during the two (2) year period following the initial occurrence of one or more events constituting a Good Reason.  Notwithstanding the foregoing, the Company may terminate Executive without Cause and without providing 90 days’ written notice to Executive provided that the Company pays Executive the portion of his then-current annual base salary under Section 4(a) for such 90-day period in a single lump sum payment on 30 ^th day following such Termination of

Employment and credits Executive with service for such 90 days for purposes of determining amounts payable under Sections 7(b)(ii), (iii) and (v).

Upon a Termination of Employment by the Company without Cause, or a Termination of Employment by Executive for Good Reason, the Term will immediately terminate and all obligations of the parties under Sections 1 through 5 of this Agreement will immediately cease, except that the Company shall pay Executive, and Executive shall be entitled to receive, the following (in addition to any amount payable under the last sentence of the first grammatical paragraph of this Section 7(b)):

The Company shall pay the amounts under clauses (i), (iii) and (v) in a single lump sum payment no later than 30 days after Termination of Employment.  The Company shall pay the amount under clause (ii) in a single lump sum payment no later than (A) 30 days after Termination of Employment or (B) such earlier date as required by Section 4(b).

In addition, upon a Termination of Employment by the Company without Cause, or Termination of Employment by the Executive for Good Reason, stock options then held by Executive will be exercisable to the extent and for such periods indicated in, and otherwise be governed by, the plans and programs (and agreements and other documents thereunder) pursuant to which such stock options were granted.  Furthermore, for a period of one (1) year after such termination, Executive shall continue to participate in the Insurance Plans (as defined in Section 6) as if Executive had continued in employment with the Company during such period.  To the extent that the Insurance Plans do not allow such continued participation, the Company shall make cash payments to Executive equivalent on an after-tax basis to the value of the benefits Executive would have received under the Insurance Plans if  Ex