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 Gregory B. Smith (Employee) on the March 24, 2010.
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 7(a) is hereby deleted in its entirety and replaced with the following:
7(a) Amount. The benefit payable to Executive under this Section 7 shall be an amount equal to two (2) times the Executives Cash Compensation for the most recently completed calendar year as provided in Sections 5(a) and 5(b); and two (2) times the annualized amounts be paid for the Executives benefits participation level for the most recently completed calendar year as provided in Section 5(f) and in effect at the time of the Change in Control.
Section 7(c) is hereby deleted in its entirety and replaced with the following:
7(c) Excess Parachute Payment. If the amount payable pursuant to this Section 7, together with all other payments and the value attributable to the immediate vesting of unvested options, restricted stock or any other deferred benefits or awards, excluding qualified benefit plans, (Payment) would (i) constitute a parachute payment within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the Code), and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the Excise Tax), then such Payment shall be reduced to the Reduced Amount. The Reduced Amount shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executives receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting parachute payments is necessary so that the Payment equals the Reduced Amount, Employee shall be given the right to select the order of any required reduction.
Section 8 is hereby deleted in its entirety and replaced with the following:
8. Confidential Information and Non-compete.
(a) Confidential Information. The Executive recognizes and acknowledges that he will have access to certain information of the Employer and its subsidiaries and that such information is confidential and constitutes valuable, special and unique property of the Employer. The Executive agrees