SECOND AMENDMENT TO THE
KEY OFFICER COMPENSATION AGREEMENT
This AMENDMENT to
the Key Officer Compensation Agreement by and between Georgia Bank
& Trust Company of Augusta, a bank organized and existing under
the laws of the State of Georgia (the “Bank”), and
Ronald L. Thigpen, an executive of the Bank (the
“Executive”), is entered into by the parties thereto on
this 31st day of December, 2008.
WHEREAS, the
parties entered into that certain Key Officer Compensation
Agreement dated October 15, 2003 (the
“Agreement”); and
WHEREAS, the
parties now desire to amend the Agreement to comply with
Section 409A of the Internal Revenue Code of 1986, as amended
(the “Code”), and the final Treasury Regulations issued
thereunder.
NOW, THEREFORE, in
consideration of the mutual covenants contained herein, the parties
hereto agree, effective as of January 1, 2009, to amend the
Agreement as follows:
1. By adding
the following new sentence to the end of the first paragraph of
Section 4.d.:
“The cash
payment provided for in this Section 4.d. shall be paid by the
Bank no later than (10) days after the date of the closing of
the transaction effecting the change of control of the
Bank.”
2. By adding
the following new sentence to the end of the second paragraph of
Section 4.d.:
“Any
Gross-Up Payment, as determined pursuant to this Section, shall be
paid by the Bank to the Executive or to the applicable taxing
authorities on or before the date on which such taxes are due, but,
for purposes of Code Section 409A, in all events by the end of
the Executive’s taxable year following the Executive’s
taxable year in which the Executive remits or is required to remit
the related taxes (however, this period is by no means an outside
payment date nor does it diminish the Executive’s right to be
paid promptly).”
3. By adding
the following new paragraph to the end of
Section 5:
“All taxable
reimbursements and in-kind benefits provided by the Bank shall be
made or provided in accordance with the requirements of Code
Section 409A, including, where applicable, the requirement
that (i) any reimbursement shall be for expenses incurred by
the Executive during the term of this Agreement; (ii) any
in-kind benefits must be provided by the Bank during the term of
this Agreement; (iii) the amount of
