ex10-1.htm


    


    Exhibit
10.1

    


    


    STATE
OF NORTH CAROLINA

    COUNTY
OF BUNCOMBE

    EMPLOYMENT
AGREEMENT

    THIS AGREEMENT entered into as
of February 9, 2008 by and between WESTSTAR FINANCIAL SERVICES
CORPORATION (hereinafter referred to as the “Company”), the Company’s
wholly owned subsidiary, BANK
OF ASHEVILLE (hereinafter referred to as the “Bank”), and G. GORDON GREENWOOD
(hereinafter referred to as “Greenwood”).

    W
I T N E S S E T H:

    WHEREAS, the expertise and
experience of Greenwood and his relationships and reputation in the financial
institutions industry are extremely valuable to the Company and the Bank;
and

    WHEREAS, it is in the best
interests of the Bank, the Company and the Company’s shareholders to maintain an
experienced and sound executive management team to manage the Bank and to
further the Bank’s overall strategies to protect and enhance the value of its
shareholders’ investments; and

    WHEREAS, the Company, the Bank
and Greenwood desire to enter into this Agreement to establish the scope, terms
and conditions of Greenwood’s employment; and

    WHEREAS, the Company, the Bank
and Greenwood desire to enter into this Agreement also to provide Greenwood with
security in the event of a change of control of the Company or the Bank and to
ensure the continued loyalty of Greenwood during any such change of control in
order to maximize shareholder value as well as the continued safe and sound
operation of both the Company and the Bank.

    NOW, THEREFORE, for and in
consideration of the premises and mutual promises, covenants and conditions
hereinafter set forth, and other good and valuable consideration, the receipt
and sufficiency of which hereby are acknowledged, the Company, the Bank and
Greenwood hereby agree as follows:

    1.           Employment.  The
Company and the Bank hereby agree to employ Greenwood, and Greenwood hereby
agrees to serve as an officer of the Company and of the Bank, all upon the terms
and conditions stated herein.  As an officer of the Company and the
Bank, Greenwood will (i) serve as President and Chief Executive Officer of the
Company and the Bank, and (ii) have such other duties and responsibilities, and
render to the Company and the Bank such other management services, as are
customary for persons in Greenwood’s position with the Company and the Bank or
as shall otherwise be reasonably assigned to him from time to time by the
Company or the Bank.  Greenwood shall faithfully and diligently
discharge his duties and responsibilities under this Agreement and shall use his
best efforts to implement the policies established by the Company and/or the
Bank.  Greenwood hereby agrees to devote such number of hours of his
working time and

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    endeavors
to the employment granted hereunder as Greenwood and the Company and/or the Bank
shall deem to be necessary to discharge his duties hereunder, and, for so long
as employment hereunder shall exist, Greenwood shall not engage in any other
occupation which requires a significant amount of Greenwood’s personal attention
during the Bank’s regular business hours or which otherwise interferes with
Greenwood’s attention to or performance of his duties and responsibilities as an
officer of the Company and the Bank hereunder except with the prior written
consent of the Company or the Bank.  However, nothing herein contained
shall restrict or prevent Greenwood from personally, and for Greenwood’s own
account, trading in stocks, bonds, securities, real estate or other forms of
investment for Greenwood’s own benefit so long as said activities do not
interfere with Greenwood’s attention to or performance of his duties and
responsibilities as an officer of the Company and the Bank
hereunder.

    During
the term of this Agreement, Greenwood shall be allowed, in his sole discretion,
to maintain his primary work location in Asheville, North Carolina.

    2.           Compensation.  For
all services rendered by Greenwood under this Agreement, the Bank shall pay
Greenwood a base salary at a rate of One Hundred Seventy-Four Thousand Four
Hundred Dollars and 00/100’s ($174,400.00) per annum; provided that the rate of
such salary shall be reviewed by the Board of Directors not less often than
annually.  Salary paid under this Agreement shall be payable in cash
not less frequently than monthly. All compensation hereunder shall be subject to
customary withholding taxes and such other employment taxes as are required by
law.  In the event of a Change in Control (as defined in Paragraph 8),
Greenwood’s base salary shall be increased not less than six percent (6%)
annually during the term of this Agreement.

    3.           Participation
in Retirement and Employee Benefit Plans; Fringe Benefits. Subject to the
terms and conditions of this Agreement, Greenwood shall be entitled to
participate in any and all employee benefit programs and compensation plans from
time to time maintained by the Company or the Bank and available to all
employees thereof, all in accordance with the terms and conditions (including
eligibility requirements) of such programs and plans, resolutions of the Board
of Directors establishing such programs and plans, and all normal practices and
established policies regarding such programs and plans.

    In
addition to the other compensation and benefits described in this Agreement, the
Bank:

    (i)           shall
provide Greenwood with four (4) weeks of paid vacation leave;

    (ii)           shall
assume payment of Greenwood’s dues of the Asheville Country Club, Asheville,
North Carolina provided that Greenwood shall be responsible for all personal
expenses for use of such clubs;

    (iii)           shall
reimburse Greenwood for all reasonable expenses incurred by him in the
performance of his duties under this Agreement and documented to the reasonable
satisfaction of the Bank pursuant to established policies;

    


    
      
        
           


        

        
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    (iv)           shall
provide Greenwood and his spouse with major medical insurance coverage at no
cost to Greenwood which will be a policy at least equivalent to the major
medical insurance coverage generally provided to active full-time employees of
the Bank from time to time; and

    (v)           has
provided a retirement annuity that will pay Greenwood $40,000 per year for ten
years commencing on the date of his retirement.

    (vi)           has
granted to Greenwood options to purchase shares of common stock in accordance
with the requirements of Paragraph 3 of that certain employment agreement by and
between the Bank and Greenwood, dated as of February 9, 2000, which agreement is
superseded by this Agreement.

    4.           Term.  Unless
sooner terminated as provided in this Agreement and subject to the right of
either Greenwood on the one hand or the Company and the Bank on the other hand
to terminate Greenwood’s employment at any time as provided herein, the term of
this Agreement and Greenwood’s employment hereunder shall be for a period
commencing on the date hereof and continuing for a period of three (3)
years.  On each anniversary of the effective date of this Agreement,
the term of this Agreement shall automatically be extended for an additional one
year period unless written notice from Greenwood on the one hand or the Company
and the Bank on the other hand is received ninety (90) days prior to such date
notifying the other party that this Agreement shall not be further
extended.

    5.           Confidentiality
and Non-Competition. Greenwood hereby acknowledges and agrees that (i) in
the course of his service as an officer of the Bank, he will gain substantial
knowledge of and familiarity with the Bank’s customers and its dealings with
them, and other information concerning the Bank’s business, all of which
constitutes valuable assets and privileged information that is particularly
sensitive due to the fiduciary responsibilities inherent in the banking
business; and, (ii) in order to protect the Bank’s interest in and to assure it
the benefit of its business, it is reasonable and necessary to place certain
restrictions on Greenwood’s ability to compete against the Bank and on his
disclosure of information about the Bank’s business and
customers.  For that purpose, and in consideration of the Bank’s
agreements contained herein, Greenwood covenants and agrees as provided
below.

    For the
purposes of this Paragraph 5, the following terms shall have the meanings set
forth below:

    Customer.  The term
“Customer” means any Person with whom, as of the effective date of termination
of this Agreement or Greenwood’s employment with the Bank for any reason, the
Bank has or has had a depository, loan and/or other banking
relationship.

    Financial
Institution.  The term
“Financial Institution” means any federal or state chartered bank, savings bank,
savings and loan association or credit union, or any holding company for
or

    


    
      
        
           


        

        
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    corporation
that owns or controls any such entity, or any other Person engaged in the
business of making loans of any type or receiving deposits, other than the
Bank.

    Person.  The
term “Person” means any natural person or any corporation, partnership,
proprietorship, joint venture, limited liability company, trust, estate,
governmental agency or instrumentality, fiduciary, unincorporated association or
other entity.

    (a)           Confidentiality
Covenant.  Greenwood covenants and agrees that any and all
data, figures, projections, estimates, lists, files, records, documents, manuals
or other such materials or information (financial or otherwise) relating to the
Bank and its banking business, regulatory examinations, financial results and
condition, lending and deposit operations, customers (including lists of the
Bank’s customers and information regarding their accounts and business dealings
with the Bank), policies and procedures, computer systems and software,
shareholders, employees, officers and directors (herein referred to as
“Confidential Information”) are proprietary to the Bank and are valuable,
special and unique assets of the Bank’s business to which Greenwood will have
access during his employment with the Bank.  Greenwood agrees that (i)
all such Confidential Information shall be considered and kept as the
confidential, private and privileged records and information of the Bank, and
(ii) at all times during the term of his employment with the Bank and following
the termination of this Agreement or his employment for any reason, and except
as shall be required in the course of the performance by Greenwood of his duties
on behalf of the Bank or otherwise pursuant to the direct, written authorization
of the Bank, Greenwood will not: divulge any such Confidential Information to
any other Person or Financial Institution; remove any such Confidential
Information in written or other recorded form from the Bank’s premises; or make
any use of any Confidential Information for his own purposes or for the benefit
of any Person or Financial Institution other than the Bank.  However,
following the termination of Greenwood’s employment with the Bank, this
subparagraph (b) shall not apply to any Confidential Information which then is
in the public domain (provided that Greenwood was not responsible, directly or
indirectly, for permitting such Confidential Information to enter the public
domain without the Bank’s consent), or which is obtained by Greenwood from a
third party which or who is not obligated under an agreement of confidentiality
with respect to such information.

    (b)           Non-Competition
Covenant.   During the term of this Agreement and for a
period of two years after termination, Greenwood agrees that he will not, within
Buncombe County, North Carolina, directly or indirectly own, manage, operate,
join, control or participate in the management, operation or control of or be
employed by or connected in any manner with, any financial institution which
competes with the Bank without the prior written consent of the Board of
Directors of the Bank and provided, however, that the provisions of this Section
5(b) shall not apply in the event that Greenwood’s employment hereunder is
terminated by the Board of Directors of the Bank without “cause” as such term is
defined in Section 6(d) hereof,

    


    
      
        
           


        

        
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    and in
the event that no additional non-competition agreement is made as part of a
separate severance agreement giving rise to Greenwood’s termination of this
Agreement.

    Notwithstanding
any other provision contained herein, Greenwood’s covenant not to Compete as set
forth in this Paragraph 5(b) shall be null and void upon a “Change in Control”
(as defined in Paragraph 8 hereof) that occurs while Greenwood is employed with
the Bank.

    (c)           Remedies
for Breach.  Greenwood understands and agrees that a breach or
violation by him of the covenants contained in Paragraph 5 of this Agreement
will be deemed a material breach of this Agreement and will cause irreparable
injury to the Bank, and that it would be difficult to ascertain the amount of
monetary damages that would result from any such violation.  In the
event of Greenwood’s actual or threatened breach or violation of the covenants
contained in Paragraph 5, the Bank shall be entitled to bring a civil action
seeking an injunction restraining Greenwood from violating or continuing to
violate those covenants or from any threatened violation thereof, or for any
other legal or equitable relief relating to the breach or violation of such
covenant.  Greenwood agrees that, if the Bank institutes any action or
proceeding against Greenwood seeking to enforce any of such covenants or to
recover other relief relating to an actual or threatened breach or violation of
any of such covenants, Greenwood shall be deemed to have waived the claim or
defense that the Bank has an adequate remedy at law and shall not urge in any
such action or proceeding the claim or defense that such a remedy at law
exists.  However, the exercise by the Bank of any such right, remedy,
power or privilege shall not preclude the Bank or its successors or assigns from
pursuing any other remedy or exercising any other right, power or privilege
available to it for any such breach or violation, whether at law or in equity,
including the recovery of damages, all of which shall be cumulative and in
addition to all other rights, remedies, powers or privileges of the
Bank.

    Notwithstanding
anything contained herein to the contrary, Greenwood agrees that the provisions
of Paragraph 5(a) above and the remedies provided in this Paragraph 5(c) for a
breach by Greenwood shall be in addition to, and shall not be deemed to
supersede or to otherwise restrict, limit or impair the rights of the Bank under
the Trade Secrets Protection Act contained in Article 24, Chapter 66 of the
North Carolina General Statutes, or any other state or federal law or regulation
dealing with or providing a remedy for the wrongful disclosure, misuse or
misappropriation of trade secrets or other proprietary or confidential
information.

    (d)           Survival
of Covenants.  Greenwood’s covenants and agreements and the
Bank’s rights and remedies provided for in this Paragraph 5 shall survive any
termination of this Agreement or Greenwood’s employment with the
Bank.

    


    
      
        
           


        

        
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    6.           Termination and Termination
Pay.

    (a)           Greenwood’s
employment under this Agreement may be terminated at any time by Greenwood upon
sixty (60) days written notice to the Bank and the Company.  Upon such
termination, Greenwood shall be entitled to receive compensation through the
effective date of such termination; provided, however, that the Bank, in its
sole discretion, may elect for Greenwood not to serve out part or all of said
notice period.

    (b)           Greenwood’s
employment under this Agreement shall be terminated upon the death of Greenwood
during the term of this Agreement.  Upon any such termination,
Greenwood’s estate shall be entitled to receive any compensation due to
Greenwood computed through the last day of the calendar month in which his death
shall have occurred but which remains unpaid.

    (c)           In
the event Greenwood becomes disabled during the term of his employment hereunder
and it is determined by the Bank that Greenwood is permanently unable to perform
his duties under this Agreement, the Bank shall continue to compensate Greenwood
at the level of compensation described in Paragraph 2 above, and shall continue
to provide Greenwood each of the other benefits set forth or described in this
Agreement, for the remaining term of this Agreement, less any other payments
provided under any disability income plan of the Bank which is applicable to
Greenwood.  In the event of any disagreement between Greenwood and the
Bank as to whether Greenwood is physically or mentally incapacitated such as
will result in the termination of Greenwood’s employment pursuant to this
Paragraph 6(c), the question of such incapacity shall be submitted to an
impartial and reputable physician for determination, selected by mutual
agreement of Greenwood and the Bank or, failing such agreement, by two (2)
physicians (one (1) of whom shall be selected by the Bank and the other by
Greenwood), and such determination of the question of such incapacity by such
physician or physicians shall be final and binding on Greenwood and the
Bank.  The Bank shall pay the reasonable fees and expenses of such
physician or physicians in making any determination required under this
Paragraph 6(c).

    (d)           The
Company and the Bank may terminate Greenwood’s employment at any time for any
reason with or without “Cause” (as defined below), but any such termination
other than termination for “Cause”, (as defined below) shall not prejudice
Greenwood’s right to compensation or other benefits under this Agreement for its
remaining term.  Following any termination of Greenwood’s employment
by the Company and the Bank for “Cause,” Greenwood shall have no further rights
under this Agreement (including any right to receive compensation or other
benefits for any period after such termination).

    For
purposes of this Paragraph 6(d), the Company and the Bank shall have “Cause” to
terminate Greenwood’s employment upon:

    


    
      
        
           


        

        
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    (i)           A
determination by the Company or the Bank, in good faith, that Greenwood (A) has breached in any
material respect any of the terms or conditions of this Agreement, or (B) is engaging or has engaged
in willful misconduct or conduct which is detrimental to the business prospects
of the Company or the Bank or which has had or likely will have a material
adverse effect on the business or reputation of the Company or the
Bank.  Prior to any termination of Greenwood’s employment for a
breach, failure to perform or conduct described in this subparagraph (i), the
Bank or the Company shall give Greenwood written notice which describes such
breach, failure to perform or conduct and if during a period of five business
(5) days following such notice Greenwood cures or corrects the same to the
reasonable satisfaction of the Company and the Bank, then this Agreement shall
remain in full force and effect.  However, notwithstanding the above,
if the Company or the Bank has given written notice to Greenwood on a previous
occasion of the same or a substantially similar breach, failure to perform or
conduct, or of a breach, failure to perform or conduct which the Company or the
Bank determines in good faith to be of substantially similar import, or if the
Company or the Bank determines in good faith that the then current breach,
failure to perform or conduct is not reasonably curable, then termination under
this subparagraph (i) shall be effective immediately and Greenwood shall have no
right to cure such breach, failure to perform or conduct.

    (ii)           The
violation by Greenwood of any applicable federal or state law, or any applicable
rule, regulation, order or statement of policy promulgated by any governmental
agency or authority having jurisdiction over the Company or the Bank or any of
its affiliates or subsidiaries (a “Regulatory Authority”, including without
limitation the Federal Deposit Insurance Corporation, the North Carolina
Commissioner of Banks, the Federal Reserve Bank of Richmond or any other banking
regulator having legal jurisdiction over the Company or the Bank), which results
from Greenwood’s gross negligence, willful misconduct or intentional disregard
of such law, rule, regulation, order or policy statement and results in any
substantial damage, monetary or otherwise, to the Company or the Bank or any
affiliate or subsidiary thereof, or to the reputation of the Company or the
Bank;

    (iii)           The
commission in the course of Greenwood’s employment with the Company or the Bank
of an act of fraud, embezzlement, theft or proven personal dishonesty (whether
or not resulting in criminal prosecution or conviction);

    (iv)           The
conviction of Greenwood of any felony or any criminal offense involving
dishonesty or breach of trust, or the occurrence of any event described in
Section 19 of the Federal Deposit Insurance Act or any other event or
circumstance which disqualifies Greenwood from serving as an employee or
executive officer of, or a party affiliated with, the Bank or its bank holding
company;

    


    
      
        
           


        

        
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    (v)           Greenwood
becomes unacceptable to, or is removed, suspended or prohibited from
participating in the conduct of the affairs of the Company or the Bank (or if
proceedings for that purpose are commenced) by any Regulatory Authority;
and,

    (vi)           The
occurrence of any event believed by the Company or the Bank, in good faith, to
have resulted in Greenwood being excluded from coverage, or having coverage
limited as to Greenwood as compared to other covered officers or employees,
under the Bank’s then current “blanket bond” or other fidelity bond or insurance
policy covering the directors, officers or employees of the Company or the
Bank.

    7.           Additional
Regulatory Requirements.  Notwithstanding anything contained in
this Agreement to the contrary, it is understood and agreed that the Bank (or
its successors in interest) shall not be required to make any payment or take
any action under this Agreement if (a) the Bank is declared by
any Regulatory Authority to be insolvent, in default or operating in an unsafe
or unsound manner, or if (b) in the opinion of counsel
to the Bank such payment or action (i) would be prohibited by or
would violate any provision of state or federal law applicable to the Bank,
including without limitation the Federal Deposit Insurance Act and Chapter 53 of
the North Carolina General Statutes as now in effect or hereafter amended, (ii) would be prohibited by or
would violate any applicable rules, regulations, orders or statements of policy,
whether now existing or hereafter promulgated, of any Regulatory Authority, or
(iii) otherwise would be
prohibited by any Regulatory Authority.

    8.           Change in
Control

     

    (a)           In
the event that during the term of this Agreement, Greenwood’s employment is
terminated by the Company and/or the Bank other than for Cause or Disability or
Greenwood terminates such employment following an Adverse Change, in any of the
foregoing cases within twenty-four (24) months after a Change in Control (each a
“Change in Control Termination”), Greenwood shall be entitled to receive the
Change in Control Benefit specified in this Paragraph 8.  The date on
which Greenwood’s employment has actually been terminated, for whatever reason,
shall be deemed the Change in Control Termination Date.

    (b)           An
Adverse Change shall mean the occurrence of any of the following:

    (i)             Greenwood
is assigned any duties and/or responsibilities that are inconsistent with his
position, duties, responsibilities, or status at the time of the Change in
Control or with his reporting responsibilities or titles with the Company and
the Bank in effect at such time;

    (ii)             Greenwood’s
annual base salary is reduced below the amount in effect as of the effective
date of a Change in Control or as the same shall have been increased from time
to time following such effective date;

    


    
      
        
           


        

        
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    (iii)             Greenwood’s
life insurance, medical or hospitalization insurance, disability insurance,
dental insurance, stock option plans, stock purchase plans, deferred
compensation plans, management retention plans, retirement plans, or similar
plans or benefits being provided by the Company or the Bank to Greenwood as of
the effective date of the Change in Control are reduced in their level, scope,
or coverage, or any such insurance, plans, or benefits are eliminated, unless
such reduction or elimination applies proportionately to all salaried employees
of the Company and/or Bank who participated in such benefits prior to such
Change in Control; or

    (iv)             Greenwood
is transferred to a location outside of Asheville, North Carolina, without
Greenwood’s express written consent.

    An
Adverse Change shall be deemed to have occurred on the date such action or event
is implemented or takes effect.

    (c)           The
Change in Control Benefit shall be an amount equal to two hundred ninety-nine
percent (299%) of Greenwood’s “base amount” as defined in Section 28OG(b) (3)
(A) of the Internal Revenue Code of 1986, as amended (the “Code”) to be paid by
the Bank to Greenwood.

    (d)           For
the purposes of this Agreement, the term Change in Control shall mean any of the
following events:

    (i)             After
the effective date of this Agreement, any “person” (as such term is defined in
Section 7 (j) (8) (A) of the Change in Bank Control Act of 1978), directly or
indirectly, acquires beneficial ownership of voting stock, or acquires
irrevocable proxies or any combination of voting stock and irrevocable proxies,
representing thirty-five percent (35%) or more of any class of voting securities
of the Bank or the Company, or acquires control of in any manner the election of
a majority of the directors of the Bank or Company;

    (ii)             The
Bank or Company consolidates or merges with or into another corporation,
association, or entity, or is otherwise reorganized, where either the Bank or
Company is not a surviving corporation in such transaction; or

    (iii)             All
or substantially all of the assets of the Bank or Company are sold or otherwise
transferred to or are acquired by any other corporation, association, or other
person, entity, or group.

    Notwithstanding
the other provisions of this Paragraph 8, a transaction or event shall not be
considered a Change in Control if, prior to the consummation or occurrence of
such transaction or event,

    


    
      
        
           


        

        
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    Greenwood
and the Company or the Bank agree in writing that the same shall not be treated
as a Change in Control for purposes of this Agreement.

    (e)           Amounts
payable pursuant to this Paragraph 8 will not be paid until the earliest of (i)
the first day of the seventh month after the Change in Control Termination Date
for reasons other than Greenwood’s death; (ii) the date of Greenwood’s death; or
(iii) any earlier date that does not result in additional tax or interest to
Greenwood under Section 409A of the Code.  As promptly as possible
after the end of the period during which payments are delayed pursuant to this
Subparagraph 8(e), the payments called for by this Agreement shall be paid to
Greenwood in a single lump sum.

    (f)           Following
an Adverse Change which gives rise to Greenwood’s rights hereunder, Greenwood
shall have twenty-four (24) months from the date of occurrence of the Adverse
Change to terminate his employment pursuant to this Paragraph 8. Any such
termination shall be deemed to have occurred only upon delivery to the Company
and the Bank or any successor(s) thereto, of written notice of termination which
describes the Change in Control and Adverse Change.   If
Greenwood does not so terminate this Agreement within such twenty-four (24)
month period, Greenwood shall thereafter have no further rights hereunder with
respect to that Adverse Change, but shall retain rights, if any, hereunder with
respect to any other Adverse Change as to which such period has not
expired.

    (g)           It
is the intent of the parties hereto that all payments made pursuant to this
Agreement be deductible by the Bank for federal income tax purposes and not
result in the imposition of an excise tax on Greenwood.  However, if
any payments to be made to or for the benefit of Greenwood are deemed to be
“parachute payments” as that term is defined in Section 28OG(b)(2) of the Code,
the Bank shall pay to Greenwood the amount of any excise taxes imposed on
Greenwood as well as any additional tax imposed on Greenwood as a result of such
payment.

    (h)           In
the event any dispute shall arise between Greenwood on the one hand and the
Company or the Bank on the other hand as to the terms or interpretation of this
Agreement, including this Paragraph 8, whether instituted by formal legal
proceedings or otherwise, including any action taken by Greenwood to enforce the
terms of this Paragraph 8 or in defending against any action taken by the
Company or the Bank, the Bank shall reimburse Greenwood for all costs and
expenses, proceedings or actions, in the event Greenwood prevails in any such
action.

    9.           Successors and
Assigns.

    (a)           This
Agreement shall inure to the benefit of and he binding upon any corporate or
other successor of the Company or the Bank which shall acquire, directly or
indirectly, by conversion, merger, consolidation, purchase or otherwise, all or
substantially all of the assets of either such respective entity.

    


    
      
        
           


        

        
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    (b)           The
Company and the Bank are contracting for the unique and personal skills of
Greenwood.  Therefore, Greenwood shall be precluded from assigning or
delegating his rights or duties hereunder without first obtaining the written
consent of the Company and the Bank.

    10.           Modification;
Waiver; Amendments.  No provision of this Agreement may be
modified, waived or discharged unless such waiver, modification or discharge is
agreed to in writing and signed by the parties hereto.  No waiver by
either party hereto, at any time, of any breach by the other party hereto of, or
compliance with, any condition or provision of this Agreement to be performed by
such other party shall be deemed a waiver of similar or dissimilar provisions or
conditions at the same or at any prior or subsequent time.  No
amendments or additions to this Agreement shall be binding unless in writing and
signed by both parties, except as herein otherwise provided.

    11.           Applicable
Law.  This Agreement shall be governed in all respects whether
as to validity, construction, capacity, performance or otherwise, by the laws of
North Carolina, except to the extent that federal law shall be deemed to
apply.

    12.           Severability.  The
provisions of this Agreement shall be deemed severable and the invalidity or
unenforceability of any provision shall not affect the validity or
enforceability of the other provisions hereof.

    13.           Entire
Agreement.  This Agreement
constitutes the entire agreement between the parties and supercedes any prior
understandings, whether oral or written.  Furthermore, there are no
agreements or representations between the parties except as expressed
herein.

    14.           Section
409A Compliance.   The parties
hereto intend that their exercise of authority or discretion under this
Agreement shall comply with Section 409A of the Code.  In that regard,
if any provision of this Agreement is ambiguous as to its satisfaction of the
requirements of Section 409A, such provision shall nevertheless be applied in a
manner consistent with those requirements.  The Company and the Bank
shall maintain to the maximum extent practicable the original intent of the
applicable provision without subjecting Greenwood to additional tax or interest,
and neither the Company nor the Bank shall be required to incur additional
compensation expense as a result of the reformed
provision.  References in this Agreement to Section 409A of the Code
include rules, regulations and guidance of general application issued by the
Department of Treasury under Section 409A of the Code.

    


    
      
        
           


        

        
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    IN WITNESS WHEREOF, the parties
have executed this Agreement under seal and in such form as to be binding as of
the day and year first hereinabove written.

    


    
      	 
      	 
      	
              WESTSTAR
      FINANCIAL SERVICES CORPORATION

            
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
              By:

            	
              /s/
      David N. Wilcox

            
	 
      	 
      	 
      	
              David
      N. Wilcox, Chairman

            
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
              ATTEST:

            	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
              /s/
      Randall C. Hall

            	 
      	 
      	 
      
	
              ____________________,
      Secretary

            	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
              BANK
      OF ASHEVILLE

            
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
              By:

            	
              /s/
      David N. Wilcox

            
	 
      	 
      	 
      	
              David
      N. Wilcox, Chairman

            
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
              ATTEST:

            	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
              /s/
      Randall C. Hall

            	 
      	 
      	 
      
	
              ____________________,
      Secretary

            	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
              /s/
      G. Gordon Greenwood

            
	 
      	 
      	 
      	
              G.
      Gordon Greenwood

            
	 
      	 
      	 
      	 
      


    

    


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