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GREENE
COUNTY BANCSHARES, INC.
CHANGE IN CONTROL PROTECTION PLAN
Participation Agreement
WHEREAS, Greene County Bancshares, Inc. (the
“ Company ”) sponsors and maintains the
Greene County Bancshares, Inc. Change in Control Protection Plan
(the “ Plan ”), and has executed this
agreement (the “ Participation Agreement
”) in order to offer William C. Adams (the “
Employee ”) the opportunity to participate in
the Plan;
WHEREAS, the Employee has received a copy of the
Plan (which also serves as its summary plan description);
and
WHEREAS, the parties acknowledge that
capitalized terms not defined in this Participation Agreement shall
have the meaning assigned to them in the Plan; and
WHEREAS, the Employee understands that
participation in the Plan requires that the Employee agree
irrevocably to the terms of the Plan and the terms set forth below;
and
WHEREAS, the Employee has had the opportunity to
carefully evaluate this opportunity, and desires to become a
“Participant” in the Plan under the conditions set
forth herein.
NOW, THEREFORE,
the parties hereby AGREE as follows:
1. If, while the Plan is in effect, the
Employee incurs a Covered Termination, the Company shall pay the
Employee a Change in Control Benefit equal to 1.99 times the
Employee’s “base amount” within the meaning of
Section 280G(b)(3) of the Code and associated
regulations.
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