Exhibit 10.14
FIRST AMENDMENT TO
EMPLOYMENT
AGREEMENT
THIS AMENDMENT (“Amendment”), made
and entered into as of December 11 th , 2008
(the “Effective Date”) by and between Douglas J.
Hertha, a resident of the State of Georgia
(“Employee”), and SouthCrest Financial Group, Inc., a
Georgia corporation (“Employer”).
W I T N E S S E T H:
WHEREAS, Employer currently employs Employee as
its Senior Vice President and Chief Financial Officer pursuant to
that certain employment agreement between Employer and Employee
dated February 10, 2005 (the “Employment
Agreement”);
WHEREAS, Employer and Employee desire to
continue such employment; 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 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 applicable, in any other taxable
year. The right to a reimbursement or an in-kind benefit
under this Agreement will not be subject to liquidation or exchange
for another benefit.”
2.
By
deleting the existing Section 12.5 and substituting therefor the
following:
“12.5 If
this Agreement and Employee’s employment are terminated
either (i) by the Employer at any time for any reason other than
for Cause or (ii) by Employee upon the Employer’s breach of
this Agreement; then Employer, as Employer’s sole remaining
obligation under this Agreement, shall: (i) pay Employee’s
Base Salary to Employee for the remaining months of the term of
this Agreement in substantially equal monthly installments
beginning with the month following the month of Employee’s
termination of employment at the Base Salary rate then in effect;
(ii) reimburse Employee for the cost of COBRA health continuation
coverage for Employee for the lesser of (a) the remaining term of
this Agreement, or (b) the period during which Employee is entitled
to COBRA health continuation coverage from the Employer, provided
that, in either case, Employee must elect such coverage and pay the
applicable premium; and (iii) pay to Employee the cost for term
life insurance coverage provided by the Employer to the Employee
for the remaining months of the term of this Agreement in
substantially equal monthly installments beginning with the month
following the month of Employee’s termination of employment
in an amount not to exceed the monthly cost of premiums for such
coverage in effect on the effective date of
termination.”
3.
By
adding the following immediately following the phrase
“pursuant to Section 12.4” in Section 12.6: “, or
for any reason other than pursuant to Section
12.2,”.
4.
By adding the following new Section
12.7:
“12.7 Notwithstanding
anything in this Agreement to the contrary (i) Employee shall be
treated as having incurred a termination of employment hereunder,
and shall be entitled to payments and benefits under Section 12.5
or 15.2, as applicable, only if he has incurr
