SOUTHERN STATES BANK
AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment is hereby made effective on the 13th day of April, 2021, and hereby amends the Employment Agreement (the Agreement) entered into by and between Southern States Bank (the Bank) and Mark Chambers (Employee) on the February 5th, 2007.
WHEREAS, the Bank and the Employee previously entered into the Agreement to arrange terms of employment so as to reasonable induce Employee to continue to provide services to the Bank; and
WHEREAS, the Bank and the Employee now desire to amend certain terms of the Agreement for the benefit of both the Bank and the Employee.
NOW THEREFORE, for and in consideration of the mutual premises and covenants of the Agreement, the parties hereto agree to the following amendments:
Section 5 is hereby deleted in its entirety and replaced with the following:
5. CHANGE IN CONTROL OF THE BANK. In the event of a Change in Control of the Bank during the Term of Employment or any extension thereof, as defined herein, and if as a result of any such Change in Control Employee either (i) is terminated (except for Cause as defined in Section 4.2 above), during both the Term of Employment or any extension thereof and the one-year period after the Change in Control becomes effective, from his employment hereunder and before he reaches age 75, or (ii) has a Change in Duties or Salary as defined below and resigns, during both the Term of Employment and the one-year period after the Change in Control becomes effective, as a result of such change, then Employee shall be entitled to receive severance compensation in an amount equal to two (2) times i) his Cash Compensation for the most recently completed calendar year plus ii) the annualized amounts being paid for the Executives benefits participation level for the most recently completed calendar year. Such severance compensation shall be paid in a lump sum within 14 days following the date of termination or resignation.
For purposes of this Section 5, Change in Control of the Bank shall mean:
(i) any transaction, whether by merger, consolidation, asset sale, tender offer, reverse stock split or otherwise, which results in the acquisition of beneficial ownership (as such term is defined under rules and regulations promulgated under the Securities Exchange Act of 1934, as amended) by any person or entity or any group of persons or entities acting in concert, with the exception of the Banks Board of Directors or the Banks shareholders, of 50% or more of the outstanding shares of common stock of the Bank;
(ii) the sale of all or substantially all of the assets of the Bank; or
(iii) the liquidation of the Bank.
For purposes of this Agreement, Change in Duties or Salary of EMPLOYEE shall mean any of: (i) a change in duties and responsibilities of EMPLOYEE from those duties and responsibilities of EMPLOYEE for the Bank in effect at the time a Change in Control occurs, which change results in the assignment of duties and responsibilities inferior to those duties and responsibilities of Bank at the time such Change in Control occurs; (ii) a reduction in rate of annual salary from such rate in effect at the time of Change in Control; or (iii) a change in the place of assignment of Bank from Lee County, Alabama, to any other city or geographical location that is located further than 25 miles from Lee County, Alabama.