Exhibit
10.19
FIRST AMENDMENT TO
EMPLOYMENT
AGREEMENT
THIS FIRST AMENDMENT (“First
Amendment”), made and entered into as of December 16, 2008 by
and between Harvey Clapp, a resident of the State of Alabama
(“Employee”), and Peachtree Bank, an Alabama bank
(“Employer”).
W I T N E S S E T H:
WHEREAS, Employer currently employs Employee as
its President and Chief Executive Officer pursuant to that certain
employment agreement between Employer and Employee dated as of
October 31, 2006 (the “Employment
Agreement”);
WHEREAS, Employer and Employee desire to
continue such employment;
WHEREAS, Employer and Employee desire to amend
the agreement to provide that the term of the agreement will be
extended for one additional year as of each October 31 if Employer
and Employee agree to so extend it within thirty (30) days prior to
the applicable October 31; and
WHEREAS,
Employer and Employee now desire to amend the Employment Agreement
primarily so that the payments and benefits under the Employment
Agreement comply with, or are exempt from, the rules of Section
409A of the Internal Revenue Code of 1986, as amended;
NOW,
THEREFORE, in consideration of the continued employment of Employee
by Employer, of the premises and the mutual promises and covenants
contained herein, and of other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
parties hereto, intending to be legally bound, agree to modify the
Employment Agreement as follows, effective as of January 1,
2009:
1.
By adding the following to the
end of the existing Section 2:
“The term
of this Agreement shall expire at the end of such three (3)-year
period, unless the parties agree, at least thirty (30) days in
advance of the expiration of such term, to extend the term for one
(1) additional year beginning on the third anniversary of the
Effective Date. If the term of this Agreement is
extended as of any anniversary of the Effective Date, then the term
may be extended for one (1) additional year as of the next
anniversary of the Effective Date if the parties agree to extended
it at least thirty (30) days in advance of the time the term would
otherwise expire.”
2.
By adding the following to the
end of the existing Section 4:
“All
reimbursements shall be paid as soon as administratively
practicable, but in no event shall any reimbursement be paid after
the last day of the taxable year following the taxable year in
which the expense was incurred, nor shall the amount of
reimbursable expenses incurred or in-kind benefits provided in one
taxable year affect the expenses eligible for reimbursement or the
in-kind benefits provided, as applicabl
