Employment Agreement between First Bancorp and Jerry L. Ocheltree dated January
      24, 2006


     

    Exhibit
      10.1


    EMPLOYMENT
      AGREEMENT

    


    


    THIS
      AGREEMENT,
      dated
      and effective this 24th day of January, 2006, between FIRST
      BANCORP
      (a North
      Carolina corporation) (the “Company”) and JERRY
      L. OCHELTREE
      (the
“Employee”). References to the “Company” herein shall be deemed to refer to the
      Company and its subsidiaries taken as a whole, unless the context requires
      or
      the Agreement provides otherwise.

    The
      Company desires to employ the Employee, and Employee desires to be employed
      by
      the Company, on the terms and subject to the conditions hereinafter set forth.
      Accordingly, in consideration of employment, the compensation the Company agrees
      to pay the Employee, the mutual covenants contained herein, and for other good
      and valuable consideration, the receipt of which is hereby acknowledged, the
      parties mutually agree as follows:

    1.         Employment
      and Term.
      The
      Company (or one of its subsidiaries) will employ Employee, and Employee will
      be
      employed by the Company for a term of three (3) years, initially as President
      of
      First Bank, commencing on the date hereof, unless sooner terminated as
      hereinafter provided. The term of this Agreement shall automatically be extended
      for an additional period of one (1) year on each anniversary of the date of
      this
      Agreement unless either party gives the other written notice on or prior to
      such
      anniversary date that such extension will not occur.

    2.         Duties.
      Employee shall at all times faithfully and diligently perform Employee’s
      obligations under this Agreement and act in the best interests of the Company
      and its affiliated companies. Employee’s duties hereunder shall be to act in
      such office or capacity as the Company may direct or change from time to time,
      and Employee shall perform all duties 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    necessary
      or advisable in order to carry out such functions in an efficient manner.
      Employee shall, during the term of Employee’s employment hereunder, devote
      Employee’s full time, best efforts and ability, skill, and attention exclusively
      to the furtherance of the business objectives and interests of the Company
      and
      its affiliated companies during such hours and in such a manner as is generally
      customary for employees of Employee’s position in businesses of the Company’s
      type.

    3.         Compensation.

    (a)     Salary.
      For
      services rendered by Employee hereunder, the Company shall pay Employee an
      annual salary of not less than $260,000 payable in accordance with the customary
      payroll practices of the Company. Employee’s salary shall be subject to increase
      upon annual reviews of the Employee’s performance. Employee will receive an
      annual increase that is at least as much as any percentage increase in the
      U.S.
      Consumer Price Index during the twelve months preceding the date of Employee’s
      annual review. Any such increase will be considered in determining the
      Employee’s base salary for all purposes hereunder.

    (b)     Reimbursement
      of Expenses.
      The
      Company shall pay or reimburse Employee for all reasonable and necessary travel
      and other expenses incurred by Employee in performing Employee’s obligations
      under this Agreement, provided that Employee shall present to the Company from
      time to time an itemized account of such expenses in any form required by the
      Company. The Company further agrees to furnish Employee with such other
      assistance and accommodations as shall be suitable to the character of
      Employee’s position with the Company and adequate for the performance of
      Employee’s duties hereunder.

    (c)     Employee
      shall be entitled to such insurance, pension, profit-sharing and other benefit
      plans as are or may be available generally to employees of the Company to the
      


    
      
        
        

      

      
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    extent
      permitted by applicable laws or government regulations. Employee will also
      be
      eligible for participation in the Company’s Supplemental Employee Retirement
      Plan, and Stock Option Plan.

    (d)     Employee
      shall be entitled to reasonable time off for vacation, sick leave, bereavement
      leave, jury duty and military obligations as are or may become available to
      employees of the Company in positions similar to those of Employee, as provided
      by the Company’s policies as they may be in effect from time to
      time.

    4.         Termination.
      In
      addition to the termination of the terms specified in Section 1
      hereunder, employment may be terminated under any of the following
      provisions:

    (a)     The
      employment of the Employee under this Agreement may be terminated immediately
      by
      the Company if the Company finds that the Employee shall have
      (i) demonstrated gross negligence or willful misconduct in the execution of
      Employee’s duties, (ii) committed an act of dishonesty or moral turpitude, or
      (iii) been convicted of a felony or other serious crime. All future
      compensation and benefits, not then accrued, will automatically terminate if
      Employee is terminated under this subparagraph (a).

    (b)     The
      employment of the Employee under this Agreement shall be automatically
      terminated on the date of the Employee’s death.

    (c)     Employer
      may terminate Employee’s employment hereunder for any reason other than as
      provided in subparagraphs (a) and (b), but in such case Employer shall be
      obligated to pay Employee’s base salary to Employee for the remainder of the
      term specified in Section
      1
      hereof
      (the “Remaining Term”).

    (d)     Employment
      hereunder may be terminated voluntarily by Employee on forty-five (45) days’
written notice to the Company’s Chief Executive Officer or Chairman of the



    
      
        
        

      

      
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    Company’s
      Board of Directors, in which case Employee will receive his compensation, vested
      rights and employee benefits accrued through the date of termination of
      employment.

    5.         Other
      Obligations.
      All
      payments and benefits to Employee under this Agreement shall be subject to
      Employee’s compliance with the following provisions:

    (a)     Assistance
      in Litigation.
      During
      the term of this Agreement and for three full years after
      the
      expiration or termination hereof, Employee shall, upon reasonable notice,
      furnish such information and proper assistance to the Company as may reasonably
      be required by the Company in connection with any litigation in which it or
      any
      of its subsidiaries or affiliates is, or may become, a party. In connection
      with
      such assistance, if substantial effort or expense is required of Employee after
      the termination of Employee’s employment hereunder, the Company will pay
      reasonable compensation to Employee and will reimburse him for reasonable
      out-of-pocket expenses.

    (b)     Long-Term
      Disability.
      If the
      Employee has become disabled as determined under the Company’s long-term
      disability plan or policy then in effect and is terminated from active
      employment, any remaining benefits of this contract shall be reduced by any
      benefits received by the Employee under the Company’s long-term disability plan
      or policy. Additionally, if such a circumstance occurs, the Employee is under
      an
      affirmative duty to actively seek and accept reasonable alternative employment
      following termination. Any compensation received by Employee following
      termination or compensation earnable with reasonable diligence will be deducted
      from any future compensation due the Employee under this Agreement. In the
      event
      the Employee fails to seek reasonable alternative employment, the Company’s
      obligation to pay future compensation shall cease.


    
      
        
        

      

      
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    (c)     Confidential
      Information.
      Employee acknowledges that in the course of Employee’s employment he will
      acquire knowledge of trade and business secrets and other confidential data
      of
      the Company, its subsidiaries and any affiliated companies. Such trade and
      business secrets and other confidential data may include, but are not limited
      to, confidential product information, methods by which the Company proposes
      to
      compete with its business competitors, strategic plans, confidential reports
      prepared by business consultant(s) and similar information relating to the
      Company’s, its subsidiaries’ or its affiliated companies’ products, customers,
      and operations. Employee recognizes that the possible restrictions on Employee’s
      activities are required for the reasonable protection of the Company. Employee
      covenants not to knowingly disclose or reveal to any unauthorized person such
      confidential business secrets or other confidential data both during the term
      of
      this Agreement and for a period of two (2) years following termination of this
      Agreement. Upon expiration or termination of Employee’s employment by the
      Company, Employee agrees to return to the Company all documents (both originals
      and copies), including without limitation, customer lists, books and records,
      form agreements, manuals, and other information (in whatever form such
      information may exist, whether written, recorded, in magnetic media, or other
      form) that comes into Employee’s possession during, by virtue of and in the
      course of Employee’s employment and which are in any way connected with or
      related to the Company’s business.

    It
      is
      further understood and agreed that the Company’s right to require Employee to
      keep confidential information secret shall not be in lieu of the Company’s right
      to monetary damages in the event Employee is in breach of any obligation
      contained in this Agreement, and that in the event of any breach or threatened
      breach of any of these covenants, the Company may either, 


    
      
        
        

      

      
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    with
      or
      without pursuing any action for damages, obtain and enforce an injunction
      prohibiting Employee from violating said covenants.

    (d)     Noncompetition
      Covenants and Other Covenants For Protection of the Company.
      During
      the term of Employee’s employment hereunder and during the period following the
      termination of such employment specified below as the “Restricted Period,”
Employee separately covenants for the benefit of the Company as
      follows:

    (i)     Employee
      shall not, directly or indirectly, promote, be employed by, participate or
      engage in any activity or business which is in competition with the business
      of
      the Company, or any of its subsidiaries and affiliated companies, including
      acting, either singly or jointly or as agent for, or as an employee of, any
      person or persons, firm or corporation whether directly or indirectly (as a
      director, shareholder or investor, partner, lessor, lessee, proprietor,
      principal agent, independent contractor, representative, consultant or
      otherwise), in the “Restricted Territory” (as defined below). Ownership by
      Employee of 5% or less of the outstanding capital stock of any corporation
      which
      is actively publicly traded will not be a violation of this
      covenant;

    


    (ii)     Employee
      covenants that Employee will not employ or assist others by active solicitation
      to recruit and employ employees of the Company or any of the Company’s
      subsidiaries or affiliate companies; and

    


    (iii)     Employee
      agrees that Employee will not, directly or indirectly, on behalf of himself
      or
      any third party, make any sales contacts with, or actively solicit business
      from
      any customer of the Company or its subsidiaries or affiliate companies, for
      any
      products or services competitive with those offered by the Company or its
      subsidiaries or affiliated companies within the “Restricted Territory” (as
      defined below).

    


    The
      “Restricted Period” following termination of employment during which Employee
      will observe the covenants contained in this Section
      5(d)
      shall be
      (A) one year following termination of employment under Section
      4(a)
      hereof
      or if Employee voluntarily terminates his employment hereunder and (B) for
      the
      Remaining Term (as defined in Section
      4(c)
      hereof)
      if employment is terminated pursuant to Section
      4(c)
      hereof.


    
      
        
        

      

      
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    “Restricted
      Territory” is defined as i) the area within a fifty mile radius of the Company’s
      headquarters and ii) each of the following counties in Virginia: Montgomery,
      Pulaski, Washington, and Wythe.

    Notwithstanding
      the foregoing, the aforesaid limitations on Employee contained in this
Section
      5(d)
      shall be
      null and void if Employee’s employment hereunder is terminated within one year
      following a Change in Control (as defined in Section 8 hereof).

    (e)     It
      is
      further understood and agreed that the Company’s right to require Employee to
      keep confidential information secret or not to compete against the Company
      for
      the agreed upon period shall not be in lieu of the Company’s right to monetary
      damages in the event Employee is in breach of any obligation contained in this
      Agreement, and that in the event of any breach or threatened breach of any
      of
      these covenants, the Company may either, with or without pursuing any action
      for
      damages, obtain and enforce an injunction prohibiting Employee from violating
      said covenants.

    (f)     The
      parties hereby agree that all of the above obligations in this Section
      5 are
      reasonable in nature and are designed to reasonably protect the Company’s
      interests.

    6.         Source
      of Payment.
      Subject
      to the terms of any employee benefit plan established by the Company and except
      as otherwise provided by law, all payments provided under this Agreement shall
      be paid in cash from the general funds of the Company, and no special or
      separate fund shall be established, and no other segregation of assets shall
      be
      made to assure payment. Employee shall have no right, title or interest
      whatsoever in or to any investments which the Company may make to aid the
      Company in meeting its obligations hereunder. Nothing contained in this
      Agreement, and no action taken pursuant to its provisions, shall create or
      be
      construed to create a trust of any kind for the benefit of the Employee. To
      the



    
      
        
        

      

      
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    extent
      that any person acquires a right to receive payments from the Company hereunder,
      such right shall be no greater than the right of an unsecured creditor of the
      Company.

    7.         Payments
      by Company.
      If the
      Company shall find that any person to whom any amount is or was payable
      hereunder is unable to care for Employee’s affairs because of illness or
      accident, or is a minor, or has died, then the Company, if it so elects, may
      direct that any payment due him or Employee’s estate (unless a prior claim
      therefor has been made by a duly appointed legal representative) or any part
      thereof be paid or applied for the benefit of such person or to or for the
      benefit of such person’s spouse, children or other dependents, an institution
      maintaining or having custody of such person, any other person deemed by the
      Company to be a proper recipient on behalf of such person otherwise entitled
      to
      payment, or any of them in such manner and proportion as the Company may deem
      proper. Any such payment shall be in complete discharge of the liability of
      the
      Company therefor.

    8.         Change
      in Control.

    (a)     If
      a
“Change in Control” occurs while Employee is employed by the Company, and
      Employee’s employment is terminated by the Company or Employee, for any reason
      or no reason, other than a termination pursuant to Section
      4(a)
      by the
      Company herein, within twelve months after the Change in Control, the Company
      shall pay the Severance Payment provided in Section
      8(b)
      to
      Employee within ten days of Employee’s date of termination of employment,
      provide benefits pursuant to Section
      8(c)
      and
      cause the acceleration of vesting of benefits described in Section
      8(d)
      to
      occur. Notwithstanding the foregoing, Employee’s termination of employment shall
      not be deemed due to a Change in Control if such termination is due to
      Employee’s death pursuant to Section
      4(b),
      Employee’s disability pursuant to Section
      


    
      
        
        

      

      
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    5(b),
      Employee’s retirement in accordance with the Company’s retirement policy, or
      pursuant to Section
      4(a).

    In
      the
      event of successive Changes of Control, the provisions of this Agreement shall
      apply with respect to each Change of Control.

    (b)     Employee’s
      Severance Payment shall be an amount equal to the lesser
      of (i)
      2.9 times the amount of Employee’s base salary in effect on the date of the
      Change in Control and (ii) the product of 2.99 and the “base amount” as defined
      in Section 280G(b)(3) of the Internal Revenue Code of 1986, as amended, and
      applicable rules and regulations thereunder.

    (c)     The
      Company shall provide to Employee and Employee’s spouse or other qualified
      dependents, at a cost to Employee no greater than the cost of such benefits
      to
      Employee at the time of the Change in Control, such hospitalization, health,
      medical and dental insurance benefits as were available to Employee (and
      Employee’s spouse or qualified dependents) immediately prior to the Change in
      Control until the earlier to occur of (i) two years following the date of the
      Change in Control or (ii) Employee accepting employment pursuant to which he
      is
      eligible for comparable health insurance benefits.

    (d)     Any
      non-vested option to purchase securities of the Company will vest and become
      immediately exercisable upon a Change in Control.

    (e)     “Control”
      means the power, directly or indirectly, to direct the management or policies
      of
      the Company or to vote forty percent (40%) or more of any class of voting
      securities of the Company. “Change in Control” shall mean a change in Control of
      the Company, except that any merger, consolidation or corporate reorganization
      in which the owners of the capital stock entitled to vote (“Voting Stock”) in
      the election of directors of the Company prior to said combination own sixty-one
      percent (61%) or more of the resulting entity’s Voting 


    
      
        
        

      

      
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    Stock
      shall not be considered a change in control for the purpose of this Agreement;
      provided, that, without limitation, a Change in Control shall be deemed to
      have
      occurred if (i) any “person” (as that term is used in Sections 13(d) and
      14(d)(2) of the Securities Exchange Act of 1934), other than a trustee or other
      fiduciary holding securities under an employee benefit plan of the Company,
      is
      or becomes the beneficial owner (as that term is used in Section 13(d) of the
      Securities Exchange Act of 1934), directly or indirectly, of thirty-three
      percent (33%) or more of the Voting Stock of the Company or its successors;
      (ii)
      during any period of two consecutive years, individuals who at the beginning
      of
      such period constituted the Board of Directors of the Company or its successors
      (the “Incumbent Board”) cease for any reason to constitute at least a majority
      thereof; provided, that any person who becomes a director of the Company after
      the beginning of such period whose election was approved by a vote of at least
      three-quarters of the directors comprising the Incumbent Board shall be
      considered a member of the Incumbent Board; or (iii) there occurs the sale
      of
      all or substantially all of the assets of the Company. Notwithstanding the
      foregoing, no Change in Control shall be deemed to occur by virtue of any
      transaction which results in Employee, or a group of persons including Employee,
      acquiring, directly or indirectly, thirty-three percent (33%) or more of the
      combined voting power of the Company’s outstanding securities. For purposes of
      this subparagraph (e), references to the “Company” shall be deemed to refer to
      First Bancorp only, and not to its subsidiaries.

    9.         Modification
      and Waiver.

    (a)     Amendment
      of Agreement.
      This
      Agreement may not be modified or amended except by an instrument in writing
      signed by the parties hereto.

    (b)     Waiver.
      No term
      or condition of this Agreement shall be deemed to have been waived, nor shall
      there be any estoppel against the enforcement of any provision of this



    
      
        
        

      

      
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    Agreement,
      except by written instrument of the party charged with such waiver or estoppel.
      No such written waiver shall be deemed a continuing waiver unless specifically
      stated therein, and each such waiver shall operate only as to the specific
      term
      and condition waived and shall not constitute a waiver of such term or condition
      for the future or as to any act other than that specifically
      waived.

    10.         Severability.
      If, for
      any reason, any provision of this Agreement is held invalid, such invalidity
      shall not affect any other provision of this Agreement not held so invalid,
      and
      each such other provision shall to the full extent consistent with law continue
      in full force and effect. If any provision of this Agreement shall be held
      invalid in part, such invalidity shall in no way affect the rest of such
      provision not held so invalid, and the rest of such provision, together with
      all
      other provisions of this Agreement, shall to the full extent consistent with
      law
      continue in full force and effect.

    11.      
       General
      Provisions.

    (a)     Nonassignability.
      Neither
      this Agreement nor any right or interest hereunder shall be assignable by
      Employee, Employee’s beneficiaries, or legal representatives without the
      Company’s prior written consent; provided, that nothing in this paragraph shall
      preclude the executors, administrators, or other legal representative of
      Employee or Employee’s estate from assigning any rights hereunder to the person
      or persons entitled thereto.

    (b)     No
      Attachment.
      Except
      as required by law, no right to receive payments under this Agreement shall
      be
      subject to anticipation, commutation, alienation, sale, assignment, encumbrance,
      charge, pledge of hypothecation or to execution, attachment, levy or similar
      process or assignment by operation of law, and any attempt, voluntary or
      involuntary, to effect any such action shall be null, void and of no
      effect.


    
      
        
        

      

      
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    (c)     Binding
      Effect.
      This
      Agreement shall be binding upon, and inure to the benefit of, Employee and
      the
      Company and their respective successors and assigns.

    (d)     Headings.
      Headings
      in this Agreement are for convenience only and shall not be used to interpret
      or
      construe its provisions.

    (e)     Notice.
      For
      purposes of this Agreement, written notice shall be effective if personally
      delivered or if sent by certified mail, return receipt requested, to the
      following addresses or to such other addresses as either may designate in
      writing to the other party: 

    


    
      	 	
              Employee:

            	
              Jerry
                L. Ocheltree

            
	 	 	
              117
                Duchess Court

            
	 	 	
              Jamestown,
                NC

            
	 	 	 
	 	
              Company:

            	
              341
                North Main Street

            
	 	 	
              Post
                Office Box 508

            
	 	 	
              Troy,
                North Carolina 27371

            
	 	 	
              Attention:
                Chief Executive Officer

            


    

    


    For
      purpose of computing time, all time requirements under this Agreement will
      start
      on the date mailed or if personally delivered, when delivered.

    12.         Governing
      Law.
      This
      Agreement has been executed and delivered in the State of North Carolina, and
      its validity, interpretation, performance and enforcement shall be governed
      by
      the laws of such State.

    13.         Effect
      of Prior Agreements.
      This
      Agreement contains the entire understanding between the parties with reference
      to the employment of the Employee, and supersedes any prior employment
      agreement, understanding or arrangement between the Employee and the Company,
      its subsidiaries or affiliates.

    [signatures
      contained on next page]


    
      
        
        

      

      
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    IN
      WITNESS WHEREOF,
      the
      parties hereto have executed this Agreement under seal as of the day and year
      first above stated.

    


    
      	 	
              FIRST
                BANCORP

            
	 	 	 
	 	 	 
	
              [CORPORATE
                SEAL]

            	
              By:

            	
              /s/
                James H. Garner

            
	 	 	
                   
                James H. Garner

            
	 	 	 
	 	
              Title:

            	
              President
                and Chief Executive Officer

            
	
              Attest:
                /s/ Delores George

            	 	 
	
              Asst.
                Secretary

            	 	 
	 	
              EMPLOYEE

            
	 	 	 
	 	 	 
	 	
              /s/
                Jerry L. Ocheltree

            
	 	
                   
                Jerry L. Ocheltree

            


    

    
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