Exhibit 10.2
AMENDMENT TO COMPENSATION
AGREEMENTS FOR
SENIOR EXECUTIVE OFFICERS
OF
GREER BANCSHARES
INCORPORATED
WHEREAS, Greer Bancshares
Incorporated (together with Greer State Bank, the
“Company”) has decided to participate in the Troubled
Assets Relief Program (“TARP”) Capital Purchase Program
(“CPP”) administered by the Treasury Department (the
“Treasury”);
WHEREAS, the CPP was developed by
the Treasury to provide equity capital directly to participating
financial institutions under standardized terms; and
WHEREAS, any financial institution
participating in the CPP is required to impose certain restrictions
on the compensation of each of its senior executive officers
(“SEO”) during the period in which the Treasury holds
equity or debt issued under this program, including, but not
limited to the following provisions:
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ensure that incentive
compensation for senior executive officers does not encourage
unnecessary and excessive risks that threaten the value of the
financial institution;
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require clawback of any bonus or
incentive compensation paid to a senior executive officer based on
statements of earnings, gains, or other criteria that are later
proven to be materially inaccurate;
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prohibit any “golden
parachute payment” on account of an “applicable
severance from employment” to a senior executive officer;
and
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agree not to deduct for tax
purposes compensation in excess of Five Hundred Thousand and No/100
Dollars ($500,000.00) for each senior executive officer.
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NOW, THEREFORE, the Company and the
undersigned SEO mutually agree to make the following amendments to
all compensation agreements, including but not limited to any
non-qualified deferred compensation arrangements, employment
agreements, or change in control agreements, each of which shall be
effective as of date of the Company’s receipt of any funds
under the CPP:
I. GENERAL
DEFINITIONS/PROVISIONS
1. “Senior Executive
Officer.” The restrictions on executive compensation
applicable to institutions that participate in the CPP only apply
to individuals that are SEOs. Under the CPP, this term generally
refers to the participating institution’s chief executive
officer (“CEO”), chief financial officer
(“CFO”), and the three most highly compensated
executive officers (other than the CEO or the CFO) of such
financial institution who are employed by the institution during
the period the Treasury holds an equity or debt position acquired
under the CPP.
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GREENVILLE
1175292 .1
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Page 1
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UST Seq. #355
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2. “Golden Parachute Payment.”
Historically, the tax law has imposed certain restrictions on
golden parachute payments made upon a change in control. As noted
above, the CPP includes a new prohibition on “golden
parachute payments” to SEOs on account of an applicable
severance from employment during the period the Treasury holds an
equity or debt position acquired under the CPP. Specifically, under
the CPP a prohibited “golden parachute payment” refers
to any payment in the nature of compensation to a SEO made on
account of an applicable severance from employment to the extent
the aggregate present value of such payments equals or exceeds an
amount equal to three times the SEO’s base amount. Such
payments could include any payment that would not have been payable
absent an applicable severance from employment, as well as any
amounts that are accelerated on account of the applicable severance
from employment. The term &l
