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▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ )
) EMPLOYMENT AGREEMENT
COUNTY OF CHARLESTON )
THIS EMPLOYMENT AGREEMENT (hereinafter referred to as the "Agreement")
made and entered into as of this 12th day of May, 2006, by and between
Southcoast Community Bank, (hereinafter the "Bank"), Southcoast Financial
Corporation (the "Company") and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (hereinafter referred to as
the "Employee"), is made with reference to the following facts:
RECITALS:
A. The Employee shall be employed as the Vice President and Chief
Financial Officer of the Bank and as Vice President and Chief Financial Officer
of the Company.
B. The Employee has obtained substantial senior financial management
experience throughout his career, and can be expected to make substantial
contributions to the financial success of the Bank and the Company and to
contribute to the growth and development of the Bank and the Company through his
knowledge and experience in the business, affairs, and management of financial
organizations such as the Bank and the Company.
C. The Bank and the Company consider the retention of the Employee in
their service to be in their best interests in order to insure and contribute to
the continuity of management of the Bank and the Company and to insure and
contribute to the future progress and financial success of the Bank and the
Company.
D. The Bank and the Company recognize that in order to retain the
Employee's services, they must offer him compensation, benefits and termination
rights which executives of comparable background, experience, ability and
expertise receive for such an executive position with a business organization of
similar size and complexity.
E. The parties desire to enter into this Agreement setting forth the
terms and conditions of the employment relationship among the Bank, the Company
and the Employee.
THEREFORE, in consideration of the premises and the mutual covenants
herein set forth, it is mutually understood, stipulated, covenanted and agreed
by and between the parties hereto, as follows:
1. Employment. The Bank and the Company each hereby employ the Employee
in a principal executive and managerial capacity as an officer having the title
of Vice President and, after May 12, 2006, Chief Financial Officer of each, and
the Employee hereby accepts such employment upon the terms and conditions
hereinafter set forth.
2. Term. The initial term of this Agreement shall be for three (3)
years beginning on the date of execution hereof (the "Commencement Date"). At
the end of each day, the term of this Agreement shall be automatically extended
for one additional day unless the Employee is terminated or unless either party
gives written notice to the other that the term of this Agreement will not be so
extended. References in this Agreement to the term of this Agreement refer to
the initial term and any extended term.
3. Compensation. The basic annual salary which the Bank shall pay to
the Employee for his services shall be not less than $100,000, payable in not
less than 12 installments for each full year during the term of this Agreement.
To the extent not paid by the Bank, such compensation shall be paid by the
Company.
4. Benefits. In addition to the basic compensation hereinabove set
forth, the Bank agrees to pay or supply the following benefits:
(a) Life Insurance. The Bank shall provide Employee with the life
insurance benefits provided on Schedule A hereto.
(b) Health Insurance. The Bank shall provide the Employee with such
health and dental insurance benefits as may hereafter be made available to other
executive officers of the Bank.
(c) Disability. The Bank shall provide the Employee with disability
insurance in an amount equal at all times to not less than one-half of his
annual base salary.
(d) Retirement and Employee Benefit Plans. The Employee shall be
entitled to participate in any plan adopted by the Bank or the Company relating
to stock options, stock appreciation rights, stock purchases, pension, thrift,
profit sharing, bonus, performance award and incentive compensation, group life
insurance, medical insurance, education and other retirement or employee
benefits that the Bank or the Company may have already established, or may
hereafter adopt, for the benefit of the executive employees of the Employee's
class or all employees of the Bank or the Company, including executive employees
of the Employee's class.
(e) Disability/Salary Continuation. The Bank shall pay the Employee his
full salary then in effect and continue all benefits then in effect for a period
of one year after the Date of Termination (as hereafter defined) in the event of
the partial or complete Disability of the Employee. "Disability" shall mean the
Employee's failure to satisfactorily perform the essential functions of his
office on a full-time basis for one hundred and eighty (180) consecutive days,
with or without accommodation, by reason of the Employee's incapacity resulting
from physical or mental illness or impairment, except where within fifteen (15)
days after Notice of Termination (as hereinafter defined) is given following
such absence, the Employee shall have returned to the satisfactory, full time
performance of such duties. Any determination of Disability hereunder shall be
made by the Board of Directors of the Bank in good faith and on the basis of the
certificates of at least three qualified physicians chosen by it for such
purpose, one of whom shall be the Employee's regular attending physician.
(f) Other Benefits. The Bank shall provide the Employee all other
remunerations and fringe benefits as are available to executive officers of the
Bank, and any other benefits commensurate with the responsibility of and
functions performed by the Employee under this Agreement.
(g) Payment of Shortfall by Company. To the extent not provided by the
Bank, the benefits set forth in this Section 4 will be provided by the Company.
5. Duties. The Bank and the Company recognize the managerial and
executive ability of the Employee, and in recognition of those abilities, the
Bank designates the Employee as its Vice President and, after May 12, 2006,
Chief Financial Officer and the Company designates the Employee as its Vice
President and, after May 12, 2006, Chief Financial Officer, which titles carry
with them the duties as specified in the bylaws and the resolutions of the
Boards of Directors of the Bank and the Company. In this capacity, the Employee
is granted such authority and is responsible for such executive duties as are
commensurate with the authority being exercised and duties being performed by
the Chief Financial Officer immediately prior to the date of May 12, 2006 and as
may hereafter be designated by the Boards of Directors of the Bank or the
Company. The Employee shall perform his duties in accordance with such
reasonable standards established from time to time by the Boards of Directors of
the Bank and the Company. In the performance of his duties, the Bank and/or the
Company will continue to make available to the Employee offices, secretarial and
other assistance, facilities and amenities commensurate with his position and
duties.
6. Termination of Employment.
(a) Termination by the Company and the Bank.
(i) Termination for Cause. The Employee shall be subject to discharge
for Cause, and this Agreement thereby terminated. As used in this
Agreement, "Termination for Cause" shall mean termination on account of the
following acts:
(A) the breach by Employee of any material provision of this
Agreement, provided that the Company or the Bank gives the Employee
written notice of such failure and such failure is not cured within
thirty (30) days thereafter;
2
(B) the willful and continued failure by the Employee to
substantially perform his duties under this Agreement (other than the
Employee's inability to perform, with or without reasonable
accommodation, resulting from his incapacity due to physical or mental
illness or impairment), after a demand for substantial performance is
delivered to him by the Company or the Bank, which demand specifically
identifies the manner in which the Employee is alleged to have not
substantially performed his duties;
(C) the willful engaging by the Employee in misconduct (criminal,
immoral or otherwise) which is, or is likely to become, materially
injurious to the Company or the Bank;
(D) the Employee's conviction of a felony;
(E) the commission by the Employee in the course of his
employment of an act of fraud, embezzlement, theft or proven
dishonesty, or any other illegal act or practice, which would
constitute a felony, (whether or not resulting in criminal prosecution
or conviction), or any act or practice which has resulted in the
Employee's becoming unbondable under the Bank's "banker's blanket
bond;"
(F) failure by the Employee to comply with clear provisions of
law and regulations applicable to the Company or the Bank which is, or
is likely to become, materially injurious to the Company or the Bank;
or
(G) removal or permanent prohibition from participating in the
affairs of the Bank by an order or consent issued under Section
8(e)(4) or (g)(1) of the Federal Deposit Insurance Act.
The Employee shall have no right to receive from the Bank or the Company, and
shall not receive from the Bank or the Company, compensation or other benefits
provided for herein or otherwise provided by the Bank or the Company for any
period after the date of Termination for Cause. Notwithstanding the foregoing
provisions of this paragraph, no Termination for Cause shall affect vested
rights of the parties hereto.
(ii) Termination Other Than For Cause.
(A) The Employee may be discharged and this Agreement
terminated for reasons other than those specified in subparagraph
6.(a)(i) in the discretion of the Company or the Bank. Except as
otherwise limited herein or as otherwise limited by the
regulations of the Federal Deposit Insurance Corporation, the
Bank agrees that a termination by it of the Employee's employment
prior to the expiration of the term of this Agreement pursuant to
this subparagraph 6.(a)(ii) shall not prejudice the Employee's
right to full compensation or other benefits provided for in this
Agreement until the expiration of the remaining term of this
Agreement, unless the Employee shall take a leave of absence or
shall become disabled as described in paragraph (4)(e) hereof, in
which case the provisions of paragraph (4)(e) shall apply.
(B) Any resignation by the Employee pursuant to paragraph
6.(b) below at any time following a change in control of the Bank
or the Company, as hereinafter defined, shall constitute a
termination of employment by the Bank or the Company other than
Termination for Cause and shall entitle Employee to the following
compensation and benefits, but only if such resignation is
preceded by either (1) any material decrease, or series of
decreases which taken as a whole are material, in the nature or
scope of the Employee's duties, responsibilities and authorities,
without the written consent of the Employee as to each and every
such decrease, from the greater of those duties, responsibilities
or authorities being exercised and performed by the Employee
immediately after the date of the execution hereof, or those
being exercised and performed immediately prior to the reduction
3
or series of reductions thereof; or (2) any attempt by the Bank
or the Company to relocate the Employee to a location outside of
Mount Pleasant, South Carolina without his written consent
thereto given not more than one (1) year prior thereto.
The compensation and benefits which shall be paid and
provided, respectively, to the Employee pursuant to this
paragraph 6.(a)(ii)(B) shall be the full compensation and
benefits provided for in this Agreement for a period of three (3)
years from the Date of Termination. Such payments shall be made
and such benefits shall be provided notwithstanding any other
employment obtained by Employee. For purposes of the foregoing,
the phrase "change in control" of the Bank or the Company shall
refer to either or both of the following: (1) acquisition in any
manner of the beneficial ownership of shares of the Bank or the
Company having 51% or more of the total number of votes that may
be cast for the election of one or more directors of the Bank or
the Company, respectively, by any person, or persons acting as a
group within the meaning of Section 13(d) of the Securities
Exchange Act of 1934; or (2) any other circumstances which the
Board of Governors of the Federal Reserve System has determined
constitutes or will constitute a change in control of the Bank or
the Company.
(iii) Excess Parachute Payment. Notwithstanding the foregoing, if the
payments under Section 6(a)(ii), either alone or together with other
payments which the Employee has the right to receive from the Bank and the
Company, would constitute a "parachute payment" (as defined in Section 280G
of the Internal Revenue Code of 1986, as amended (the "Code")), such
severance payment shall be reduced to the largest amount as will result in
no portion of the severance payment under this Section 6 being subject to
the excise tax imposed by Section 4999 of the Code or the disallowance of a
deduction to the Bank under Section 280G(a) of the Code.
(iv) Determination. The decision of the Bank or the Company to
terminate the Employee's employment for Cause shall be made in the
following manner. The full Board of Directors of the terminating entity
shall review completely the evidence and justification for such
termination. The Employee shall be given notice and an opportunity to be
heard in order to rebut such evidence. Thereafter, termination shall be
voted upon by the full Board of Directors of the terminating entity by roll
call vote. The Employee shall be so terminated upon a vote of not less than
two-thirds (2/3) of all members of the Board of Directors of the
terminating entity. The Board of Directors of the terminating entity shall
specify an effective date of termination in the Notice of Termination. Any
termination not meeting these requirements shall not be a Termination for
Cause under Section 6.(a)(i) but shall be deemed to be a Termination for
Other Than Cause under Section 6.(a)(ii).
(b) Termination by Employee. This Agreement may be terminated by
Employee at any time by Employee's giving written Notice of Termination to the
Bank and the Company not less than ninety (90) days prior to the Date of
Termination. In such event, the Bank and the Company shall be obligated only to
continue to compensate and provide the benefits hereunder to Employee up to the
Date of Termination. This provision shall not be interpreted as in any manner
whatsoever limiting the rights of the Employee under any other agreement between
the Employee and the Bank or the Company, including, without limitation, any
retirement, deferred compensation, or fringe benefit agreement, whether or not
such agreements are in existence at the time of the execution hereof.
(c) Required Suspension and Termination Provisions.
Notwithstanding any other provision of this agreement, the following provisions
are included in this Agreement concerning its termination.
(i) If the Employee is suspended or temporarily prohibited
from participating in the Bank's affairs by a notice served under 12 U. S.
C. Section 1818(e)(3) or (g)(1), the Bank's obligations under this
Agreement shall be suspended as of the date of service unless stayed by
appropriate proceedings. If the charges in the notice are dismissed, the
Bank may in its discretion (i) pay the Employee all or part of the
compensation withheld while the obligations under this Agreement were
suspended and (ii) reinstate (in whole or in part) any of such obligations
which were suspended.
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(ii) If Employee is removed and/or permanently prohibited
from participating in the affairs of the Bank by an order issued under 12
U.S.C. ss. 1818(e)(4) or (g)(1), all obligations of the Bank and the
Company under this Agreement shall terminate as of the effective date of
the order.
(iii) If the Bank is in default (as defined in 12 U. S. C.
Section 1813(x)(1)), all obligations under this Agreement shall terminate
as of the date of default.
(iv) Any payments made to the Employee pursuant to this
Agreement, or otherwise, are subject to and conditioned upon their
compliance with 12 U.S.C. Section 1828(k) or any successor provision
thereof and any regulations promulgated thereunder. Notwithstanding the
provisions of t his subsection (c) of Section 7, no termination pursuant to
this subsection (c) shall affect vested rights of the parties hereto.
(d) Date of Termination. "Date of Termination" shall mean:
(i) if the Employee's employment is terminated by reason of
his death, his date of death;
(ii) if the Employee's employment is terminated for
Disability, thirty (30) days after Notice of Termination is given (provided
that the Employee shall not have returned to the performance of his duties
as provided under Section 4(e) hereof); or
(iii) if the Employee's employment is terminated by action
of either party for any other reason, the date specified in the Notice of
Termination; provided, however, that if within thirty (30) days after any
Notice of Termination is given, the party receiving such Notice of
Termination notifies the other party that a dispute exists concerning the
termination, the Date of Termination shall be the date on which the dispute
is finally resolved, either by mutual written agreement of the parties, or
by a final judgment, order or decree of an arbitrator, a panel of
arbitrators or a court of competent jurisdiction (the time for appeal
therefrom having expired and no appeal having been perfected).
"Notice of Termination" shall mean a written notice which shall include
the specific termination provision under this Agreement relied upon, and shall
set forth in reasonable detail the facts and circumstances claimed to provide a
basis for termination of the Employee's employment. Any purported termination of
the Employee's employment hereunder by action of either party shall be
communicated by delivery of a Notice of Termination to the other party.
7. Relocation. The Bank and the Company hereby agree that the Employee
shall not be required to relocate his residence at any time during the term of
this Agreement without the Employee's written consent thereto given not less
than one (1) year prior thereto. Furthermore, Employee shall continue to make
his primary business headquarters in Mount Pleasant, South Carolina.
8. Confidentiality.
(a) The Employee recognizes that his activities on behalf of the Bank
require considerable responsibility and trust. Relying on the ethical
responsibilities and undivided loyalty of the Employee, the Bank has and will
and the Company and its subsidiaries will in the future entrust the Employee
with highly sensitive confidential, restricted and proprietary information
involving Confidential Information (as defined below).
(b) For the purposes of this Agreement, "Confidential Information"
means any data or information, that is material to the Bank, the Company or the
subsidiaries of the Company, and not generally known by the public. To the
extent consistent with the foregoing definition, Confidential Information
includes (without limitation): (i) the profit and performance reports, pricing
policies, training manuals, marketing and pricing procedures, financing methods
of the Bank, the Company or the subsidiaries of the Company, and all other
business records of the Bank, the Company or the subsidiaries of the Company;
(ii) the identities of the customers of the Bank, the Company or the
subsidiaries of the Company, their specific demands, and their current and
5
anticipated requirements for the products and services of the Bank, the Company
or the subsidiaries of the Company; (iii) the business plans and internal
financial statements and projections of the Bank, the Company or the
subsidiaries of the Company; and (iv) the specifics of any specialized products
or services of the Bank, the Company or the subsidiary of the Company may offer
or provide to its customers.
(c) The Employee recognizes the proprietary and sensitive nature of the
Bank, the Company and its subsidiaries' Confidential Information. The Employee
agrees to abide by all of the Bank's and the Company's rules and procedures
designed to protect their Confidential Information and to preserve and maintain
all such information in strict confidence during the Employee's employment by
the Bank and as long thereafter as the Confidential Information remains, in the
sole opinion of the Bank, the Company and its subsidiaries, proprietary and
confidential to the Bank, the Company and its subsidiaries. The Employee agrees
not to use, disclose or in any other way use or disseminate any Confidential
Information to any person not properly authorized by the Bank, the Company or
the subsidiaries of the Company.
9. Return of Materials. Upon the request of the Company or the Bank,
and in any event, upon the termination of the Employee's employment, the
Employee must return to the Bank, the Company or the subsidiaries of the Company
and leave at the disposal of the Bank, the Company or the subsidiaries of the
Company, all memoranda, notes, records, and other documents or electronic files
pertaining to the business of the Bank, the Company and the subsidiaries of the
Company, or the Employee's specific duties for such entities (including all
copies of such materials). The Employee must also return to the Bank, the
Company and the subsidiaries of the Company, and leave at the disposal of the
Bank, the Company and the subsidiaries of the Company, all materials involving
any Confidential Information of the respective entities.
10. Implementation. The covenants contained herein shall be construed
as covenants independent of one another, and as obligations distinct from any
other contract between the Employee and the Company or the Bank. Any claim the
Employee may have against the Company or the Bank shall not constitute a defense
to enforcement by the Bank of this Agreement. The covenants made by the Employee
herein shall survive termination of the Employee's employment, regardless of who
causes the termination and under what circumstances.
11. Restrictive Covenants. In consideration of the Bank's employment of
the Employee and the benefits provided hereby, the Employee agrees that in
addition to any other limitation: (i) for a period of twelve (12) months after
the termination of this Agreement by the Employee for other than Good Reason; or
(ii) during the continuation of base salary payments pursuant to Section
6(a)(ii)(A) above, whichever is later, he will not, within a twenty-five (25)
mile radius of any operating office of the Company, any of its subsidiaries, or
the Bank, manage, operate or be employed by, participate in, or be connected in
any manner with the management, operation, or control of any banking business
whether or not carried on by a bank. The Employee further agrees, that for a
period of twelve (12) months after the termination of his employment hereunder,
by the Employee for other than Good Reason or the completion of Base Salary
payments pursuant to Section 6(a)(ii)(A) above, whichever is later, he will not
solicit the business or patronage, directly or indirectly, from any customers of
the Bank (or any other office of the Company or of a subsidiary of the Company
if Employee should have been employed by and located at such office) and the
Employee will not seek to or assist others to persuade any employee of the Bank
engaged in similar work or related to the Bank's work to discontinue employment
with the Bank or seek employment or engage in any business of the Bank.
Furthermore, the Employee will not communicate to any person, firm or
corporation any information related to customer lists, prices, secrets or other
Confidential Information which he might from time to time acquire with respect
to the business of the Bank, the Company, or its subsidiaries, or any of their
affiliates. The Employee agrees to disclose the contents of this Agreement to
any subsequent employer for a period of twelve (12) months following termination
of his employment hereunder, the termination of this Agreement or completion of
base salary payments pursuant to Section 6(a)(ii)(A) above, whichever is later.
12. Remedies for Breach of Employment Contract. Irreparable harm shall
be presumed if the Employee breaches any covenant of this Agreement. The
faithful observance of all covenants in this Agreement is an essential condition
to the Employee's employment, and the Bank, the Company and the subsidiaries of
the Company are depending upon absolute compliance. Damages would probably be
6
very difficult to ascertain if the Employee breached any covenant in this
Agreement. This Agreement is intended to protect the proprietary rights of the
Bank, the Company and the subsidiaries of the Company in many important ways. In
light of these facts, the Employee agrees that any court of competent
jurisdiction should immediately enjoin any breach of this Agreement, upon the
request of the Bank, the Company, the subsidiaries of the Company, and the
Employee specifically releases the Bank, the Company, and the subsidiaries of
the Company, from the requirement to post any bond in connection with a
temporary or interlocutory injunctive relief, to the extent permitted by law.
13. Assignment. This Agreement shall be construed as an agreement for
personal services and shall not be subject to assignment by either party without
the written consent of both parties.
14. Acceleration of Stock Options and Rights. In the event of any
termination of this Agreement pursuant to section 6(a)(ii), outstanding stock
options and stock appreciation rights, and any and all rights under performance
stock award plans, restricted stock plans and any other stock option, or
incentive stock plans shall become immediately and fully exercisable for a
period of sixty (60) days following the last payment required by this Agreement
to be made by the Bank or the Company to Employee, provided, however, that no
such option or right shall be exercisable after the termination date of such
option or right. The provisions of this section shall be in addition to the
Employee's rights granted in connection with such stock options or other rights,
and such rights and options shall continue to be exercisable pursuant to their
terms and their governing plans.
15. Governing Law. The law of South Carolina shall govern this
Agreement, subject only to any conflicting federal statutes and regulations as
they exist or may be adopted or promulgated from time to time affecting
financial institutions whose deposit accounts are insured by the Federal Deposit
Insurance Corporation and their operations; in the event of such conflict, the
appropriate federal statutes and regulations shall govern this Agreement.
16. Arbitration. Unless otherwise provided by the regulations of the
Federal Deposit Insurance Corporation or otherwise provided in this Agreement,
any dispute or controversy, arising under or in connection with this Agreement
shall be settled exclusively by arbitration in Mount Pleasant, South Carolina,
by three arbitrators pursuant to the Federal Arbitration Act or the South
Carolina Uniform Arbitration Act, as applicable, in accordance with the rules of
the American Arbitration Association then in effect. Judgment may be entered on
the arbitrators' award in any court having jurisdiction. Notwithstanding the
foregoing, Employee, the Bank or the Company shall be entitled to seek
injunctive relief in any court of competent jurisdiction without initiating an
arbitration proceeding. Further, Employee shall be entitled to seek specific
performance of his right to be paid until the Date of Termination during the
pendency of any dispute or controversy arising under or in connection with this
Agreement. Any civil action seeking injunctive relief, specific performance,
challenging an arbitration proceeding or award or otherwise related to this
Agreement will be instituted and maintained in the federal or state courts for
Charleston County, South Carolina, and the parties hereby consent to the
personal jurisdiction of such courts. Each party to any such judicial proceeding
shall bear its own attorneys' fees, provided, however, that the Company or the
Bank shall bear all costs and expenses arising in connection with any
arbitration proceeding pursuant to this Section including Employee's reasonable
attorney's fees.
17. Binding Effect. This Agreement and the rights, powers and duties
set forth herein shall bind and inure to the benefit of the successors and
assigns of the parties hereto.
18. Entire Agreement. This Agreement constitutes the entire agreement
between the parties hereto with respect to the subject hereof, and supercedes
all prior agreements, written or oral, with respect to such subject matter.
19. Waiver. The failure of either party to insist in any one or more
instances upon performance of any terms or conditions of this Agreement shall
not be construed a waiver of future performance of any such term, covenant or
condition, but the obligations of either party with respect thereto shall
continue in full force and effect.
7
20. Severability. All agreements, provisions and covenants contained
herein are severable, and in the event that any one or more of them shall be
held to be invalid, illegal or unenforceable in any respect by any court of
competent jurisdiction, the validity, legality and enforceability of the
remaining provisions contained herein shall not in any way be affected thereby
and this Agreement shall be interpreted as if such invalid, illegal or
unenforceable agreements, provisions or covenants were not contained herein.
21. Indemnification. The Bank and the Company shall indemnify the
Employee to the extent of the indemnification provided for in any agreement,
bylaw or charter provision of the Bank or the Company, or any provision of law,
rule or regulation, any of which may be applicable to the Employee or generally
applicable to other executive officers of the Employee's class or any lesser
class.
22. Payment Obligation. The Bank and the Company recognize that the
provisions of this Agreement, including the termination provisions, protecting
the Employee's rights to compensation and benefits in the event of a termination
hereof, other than Termination for Cause, leave of absence or Disability, are an
essential element of the basis of the bargain with the Employee. Accordingly,
all amounts payable by the Bank or the Company hereunder shall be paid without
notice or demand. The Employee shall not be obligated to seek other employment
in mitigation of the amounts payable or arrangements made under any provision of
this Agreement; provided, however, that the obtaining of any such other
employment shall reduce the Bank's and the Company's obligations to make the
payments and provide at its expense the benefits required to be paid and
provided under this Agreement by an amount equal to the payments or benefits
received from such other employment and Employee shall promptly notify the
Company or the Bank of his employment and receipts therefrom.
23. Notices. Any notices to be given hereunder by either party to the
other may be effected either by personal delivery in writing or by mail,
registered or certified postage prepaid, with return receipt requested. Mailed
notices shall be addressed to the parties at the addresses appearing herein, but
each party may change its address by written notice in accordance with this
paragraph. Notices delivered personally shall be deemed communicated as of
actual receipt; mailed notices shall be deemed communicated as of five (5) days
after mailing.
TO THE BANK: Chairman of the Board of Directors
Southcoast Community Bank
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇. ▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇
TO THE COMPANY: Chairman of the Board of Directors
Southcoast Financial Corporation
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇. ▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇
TO THE EMPLOYEE: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Southcoast Community Bank
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇. ▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇
IN WITNESS WHEREOF, the Bank and the Company have duly executed this
Agreement by their duly authorized corporate officers set forth below and the
Employee has duly executed this Agreement as of the day and year first above
written.
[SIGNATURES OMITTED]
8