Exhibit 10(viii)


 


STATE OF NORTH CAROLINA  


 


COUNTY OF HARNETT


EMPLOYMENT AGREEMENT


 


THIS AGREEMENT
entered into as of April 3, 2012, by and between NEW CENTURY BANK (hereinafter referred to as the “Bank”),
NEW CENTURY BANCORP, INC. (hereinafter referred to as the “Company”) and RICHARD DAVID TOBIN (hereinafter
referred to as “Employee”) is effective as of the date first written above.


W I T N E S S E T H:


WHEREAS, the expertise
and experience of Employee in the financial services 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 Company’s overall strategies to protect and enhance the value of the
shareholders’ investments; and


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


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


1.Employment.
The Bank hereby agrees to employ Employee, and Employee hereby agrees to serve as an officer of both the Bank and the Company,
all upon the terms and conditions stated herein. As an officer of the Bank and the Company, Employee will (i) serve as Chief Credit
Officer and Executive Vice President, and (ii) have such other duties and responsibilities, and render to the Bank and the Company
such other management services, as are customary for persons in Employee’s position or as shall otherwise be reasonably assigned
to him from time to time by the Bank and/or the Company. Employee 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 Bank and the Company. Employee
agrees to devote such number of hours of his working time and endeavors to the employment granted hereunder as the parties hereto
shall deem to be necessary to discharge his duties hereunder, and, for so long as employment hereunder shall exist, Employee shall
not engage in any other occupation which requires a significant amount of Employee’s personal attention during the Bank’s
regular business hours or which otherwise interferes with Employee’s attention to or performance of his duties and responsibilities
as an officer of the Bank and the Company except with the prior written consent of the Bank or the Company. However, nothing herein
contained shall restrict or prevent Employee from personally, and for Employee’s own account, trading in stocks, bonds, securities,
real estate or other forms of investment for Employee’s own benefit so long as said activities do not interfere with Employee’s
attention to or performance of his duties and responsibilities as an officer of the Bank and the Company, and provided further,
that such activities do not amount, in the Bank’s sole discretion, to direct competition with the Bank.






    	1



    	 



    
 


2.Compensation.
For all services rendered by Employee to the Bank and the Company under this Agreement, the Bank shall pay Employee a base salary
at a rate of One Hundred Sixty-Five Thousand and 00/100 Dollars ($165,000.00) per annum. The rate of such salary shall be reviewed
by the Board of Directors of the Bank not less often than annually during the term of this Agreement and may be increased, but
not decreased, during the term hereof; provided, however, that the Board of Directors may decrease the rate of such salary in the
event that Employee is demoted for Cause (as such term is defined in Paragraph 6(d)) or in the event that Employee voluntarily
accepts a position with the Bank that involves a material reduction in duties or responsibilities. Salary paid under this Agreement
shall be payable in cash not less frequently than monthly. All compensation of Employee shall be subject to customary withholding
taxes and such other employment taxes as are required by law.


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






    	2



    	 



    



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


(i)Provide Employee with
five (5) weeks of paid vacation leave per year and ten (10) days of paid sick leave per year, notwithstanding the policy of the
Bank for all other employees. Such vacation leave and sick leave shall be in addition to federal banking holidays, which shall
be paid holidays;


(ii)Reimburse Employee
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;


(iii)Provide Employee
major medical insurance coverage under 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 which shall include, at a minimum, payment of 100% of Employee’s
portion of the Bank’s PPO 80/20 Plan and 50% of Employee’s portion of dental insurance coverage (if elected);


(iv)Provide Employee
with life insurance coverage, which coverage shall be in an amount equal to at least twice Employee’s annual base salary;


(v)Permit Employee to
participate in incentive or bonus compensation plans existing on the date of this Agreement or adopted by the Bank during the term
of this Agreement;


(vi)Permit Employee to
participate (to the extent permissible under applicable laws and regulations) in all savings, pension and retirement plans, policies
and programs applicable generally to all employees of the Bank. Without limiting the foregoing, such plans shall include the Bank’s
401(k) Savings Plan;


(vii)Provide Employee
with a car allowance in the amount of Seven Hundred Fifty and 00/100 Dollars ($750.00) per month. Employee shall be responsible
for taxes, insurance and maintenance, and fuel expenses incurred with regard to the automobile; and


(viii)Permit Employee
to participate in any other fringe benefits which are now, or may hereafter become, applicable to the Bank’s other executive
officers.






    	3



    	 



    



4.Term.
Unless sooner terminated as provided in this Agreement and subject to the right of either Employee or the Bank to terminate Employee’s
employment at any time as provided herein, the initial term of this Agreement and Employee’s employment with the Bank hereunder
shall be for a period commencing on the date hereof and continuing for a period of two (2) years. Upon the second anniversary of
the execution of this agreement, and upon each subsequent anniversary of the same, the term of this Agreement shall automatically
be extended for an additional one (1) year period, unless written notice from the Bank or Employee is received ninety (90) days
prior to such anniversary, notifying the other party that this Agreement shall not be further extended.


5.Confidentiality;
Noncompetition. Employee 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 Employee’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, Employee covenants and agrees as provided below.


(a)Covenant
Not to Compete. Employee will not “Compete” (as defined below), directly or indirectly, with the Bank within
Harnett County or Cumberland County or Robeson County, North Carolina, or within a twenty-five (25) mile radius of any full
service office of the Bank operated during the term of Employee’s employment with the Bank (the “Relevant Market,”
provided, however, that the Relevant Market shall be deemed to exclude Johnston County, North Carolina) as follows: 


(i)if this Agreement
is terminated by the Bank without “cause” (as defined in paragraph 6(d) hereof) Employee shall not “Compete”
for the period of time Employee is receiving compensation pursuant to the terms of this Agreement; or


(ii)if this Agreement
is terminated by Employee for any reason, Employee shall not “Compete” for a period of twelve (12) months from the
date of termination of this Agreement by Employee.






    	4



    	 



    



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


Compete. 
The term “Compete” means: (i) soliciting or securing deposits from any Person residing in the Relevant Market for any
Financial Institution; (ii) soliciting any Person residing in the Relevant Market to become a borrower from any Financial Institution
with which such Person has no prior relationship, or assisting (other than through the performance of ministerial or clerical duties)
any Financial Institution with which such Person has no prior relationship in making loans to any such Person; (iii) inducing or
attempting to induce any Person who was a Customer of the Bank on the date of termination of Employee’s employment with the
Bank, to change such Customer’s depository, loan and/or other banking relationship from the Bank to another Financial Institution;
(iv) acting as a consultant, officer, director, independent contractor, or employee of any Financial Institution that has its main
or principal office in the Relevant Market, or, in acting in any such capacity with any other Financial Institution, to maintain
an office or be employed at or assigned to or to have any direct involvement in the management, business or operation of any office
of such Financial Institution located in the Relevant Market; or (v) communicating to any Financial Institution the names or addresses
or any financial information concerning any Person who was a Customer of the Bank at the date of Employee’s termination of
this Agreement.


Customer. The
term “Customer” means any Person with whom, as of the effective date of termination of this Agreement or during Employee’s
employment with the Bank, 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, any subsidiary thereof, or any holding company for or 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.


(b)Confidentiality
Covenant. Employee 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 and employees (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 Employee will have access during his employment
with the Bank. Employee 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 Employee of his duties on behalf of the Bank or otherwise pursuant to the direct, written authorization of the Bank, Employee
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 Employee’s employment with the Bank, this subparagraph (b) shall not apply to any Confidential Information which then
is in the public domain (provided that Employee 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 Employee from a third party which or who
is not obligated under an agreement of confidentiality with respect to such information.






    	5



    	 



    



(c)Remedies for
Breach.  Employee understands and agrees that a breach or violation by him of the covenants contained in Paragraph 5(a)
and 5(b) 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 Employee’s actual or threatened breach or violation of the covenants contained in Paragraph 5(a) or 5(b), the Bank shall
be entitled to bring a civil action seeking an injunction restraining Employee 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. Employee agrees that, if the Bank institutes any action or proceeding against Employee 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, Employee
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.






    	6



    	 



    
 


Notwithstanding anything
contained herein to the contrary, Employee agrees that the provisions of Paragraph 5(a) and 5(b) above and the remedies provided
in this Paragraph 5(c) for a breach by Employee 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. Employee’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 Employee’s employment with the Bank.


6.Termination
and Termination Pay.


(a)Employee’s
employment under this Agreement may be terminated at any time by Employee upon sixty (60) days written notice to the Bank. Upon
such termination, Employee 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 Employee not to serve out part or all of said notice period.


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






    	7



    	 



    



(c)In the event
Employee becomes disabled during the term of his employment hereunder and it is determined by the Bank, through consultation with
an independent third party, that Employee is permanently unable to perform his duties under this Agreement, Employee’s employment
under this Agreement shall be terminated. Upon such termination, the Bank shall continue to compensate Employee at the level of
compensation described in Paragraph 2 above, and shall continue to provide Employee 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 Employee. In the event of any disagreement between Employee and the Bank as to whether Employee
is physically or mentally incapacitated such as will result in the termination of Employee’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 Employee 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 Employee), and such determination of the question of such incapacity by such physician or physicians
shall be final and binding on Employee 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 Bank
may terminate Employee’s employment at any time for any reason with or without “Cause” (as defined below, which
definition shall include the occurrence of one or more of the events described in Paragraph 6(d)(i)–(vi)). Any termination
of Employee’s employment which is not for Cause shall entitle Employee to the compensation specified in Paragraph 2 above
as to salary for the remaining term of the contract and Paragraph 3(iii) above as to medical benefits for the remaining term of
this agreement. Any termination of Employee’s employment which is for Cause shall mean that Employee has no further rights
to receive payments for compensation or benefits under this Agreement, with the exception of any vested benefits of Employee under
any employee benefits plan of the Bank or the Company.


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


(i)A
determination by the Bank, in good faith, that Employee 






    	8



    	 



    
 


(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 conduct which is materially
detrimental to the business prospects of the Bank or which has had or likely will have a material adverse effect on the Bank’s
business or reputation. Prior to any termination by the Bank of Employee’s employment for a breach, failure to perform or
conduct described in this subparagraph (i), the Bank shall give Employee written notice which describes such breach, failure to
perform or conduct and if during a period of thirty (30) business days following such notice Employee cures or corrects the same
to the reasonable satisfaction of the Bank, then this Agreement shall remain in full force and effect. However, notwithstanding
the above, if the Bank has given written notice to Employee 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 Bank determines in good faith to be of substantially
similar import, or if 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 Employee shall have no right to cure such
breach, failure to perform or conduct.


(ii)The violation
by Employee 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 Bank or any of its affiliates or subsidiaries (a “Regulatory
Authority,” including without limitation the Board of Governors of the Federal Reserve System, the Federal Reserve Bank of
Richmond, the Federal Deposit Insurance Corporation, the North Carolina Commissioner of Banks, or any other banking regulator having
legal jurisdiction over the Bank or the Company), which results from Employee’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 Bank or any of its affiliates or subsidiaries or to the Bank’s reputation;


(iii)The commission
in the course of Employee’s employment with 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 Employee 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 Employee from serving
as an employee or executive officer of, or a party affiliated with, the Bank or its bank holding company;






    	9



    	 



    
 


(v)Employee is
removed, suspended, or prohibited from participating in the conduct of the Bank’s affairs by any Regulatory Authority; and,


(vi)The occurrence
of any event that results in Employee being excluded from coverage, or having coverage limited as to Employee as compared to other
covered officers or employees, under the Bank’s then current “blanket bond” or other fidelity bond or insurance
policy covering its directors, officers or employees.


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
Payments and Benefits.


(a)In the event
that:


(i) During the
term of this Agreement, (x) the Bank terminates Employee’s employment other than for Cause or disability; or (y)
Employee terminates such employment following a Termination Event; and


(ii) Such termination
pursuant to clause (x) or (y) of Paragraph 8(a)(i) above occurs within twelve (12) months after a Change in Control (any such termination
meeting the explicit requirements of both Paragraphs 8(a)(i) and 8(a)(ii) referred to hereinafter as a “Change in Control
Termination”), then Employee shall be entitled to receive the payments and benefits specified in this Paragraph 8. The date
on which the Employee or Bank receives notice in accordance with Paragraph 6 of the termination of Employee’s employment
or Paragraph 8(e) of a Change in Control Termination, respectively, shall be deemed the Change in Control Termination Date.






    	10



    	 



    
 


(b)For the purposes
of this Agreement, the term “Change in Control” shall mean a change in ownership or effective control as defined in
Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury regulations promulgated
thereunder.


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


(c)For purposes
of this Agreement, the term “Termination Event” shall mean the occurrence of any of the following events:


(i)Employee
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 Bank in effect at such time;


(ii)Employee’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;


(iii)Employee’s
life insurance, medical or hospitalization 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 Bank to Employee 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 Bank who participated
in such benefits prior to such Change in Control; or


(iv)Employee
is transferred to a location outside of Cumberland County, North Carolina, and Harnett County, North Carolina, without Employee’s
express written consent.


A Termination Event shall
be deemed to have occurred on the date such action or event is implemented or takes effect.


(d)Upon a Change
in Control Termination, the Bank shall pay to Employee in a lump sum in cash on the earlier of (x) the first day of the
seventh month after the date of the Change in Control Termination Date or (y) the date of Employee’s death an amount
equal to two hundred ninety-nine percent (299%) of Employee’s base amount as defined in Section 280G(b)(3)(A) of the Code.






    	11



    	 



    
 


(e)Following a
Termination Event which gives rise to Employee’s rights hereunder, Employee shall have twelve (12) months from the date of
occurrence of the Termination Event to terminate his employment pursuant to this Paragraph 8. Any such termination shall be deemed
to have occurred only upon delivery to the Bank or any successor thereto, of written notice of termination which describes the
Change in Control and Termination Event. If Employee does not so terminate his employment within such twelve (12) month period,
Employee shall thereafter have no further rights hereunder with respect to that Termination Event, but shall retain rights, if
any, hereunder with respect to any other Termination Event as to which such period has not expired.


(f)Survival.
Employee’s rights and benefits under this Paragraph 8 shall survive any termination of this Agreement or Employee’s
employment.


9.Successors and
Assigns.


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


(b)The Bank is
contracting for the unique and personal skills of Employee. Therefore, Employee shall be precluded from assigning or delegating
his rights or duties hereunder without first obtaining the written consent of 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, at any time, of any breach by
the other party 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.






    	12



    	 



    
 


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.Section 409A
Compliance.Employee and the Bank 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 Bank shall maintain
to the maximum extent practicable the original intent of the applicable provision without subjecting Employee to additional tax
or interest, and the Bank shall not 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.


 


 


[Signature page follows]


 


 






    	13



    	 



    
 


 


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.


 
 


	 	NEW CENTURY
BANCORP, INC.
	 	 
	 	By: 	/s/ William L. Hedgepeth, II
	 	 	William L. Hedgepeth, II,
President & CEO




 





ATTEST:


 


/s/ Brenda B. Bonner


Corporate Secretary


 


 





	 	NEW CENTURY
BANK
	 	 
	 	By: 	/s/ William L. Hedgepeth, II
	 	 	William L. Hedgepeth, II,
President & CEO





   


ATTEST:


 


/s/ Brenda B. Bonner


Corporate Secretary


 


 


	 	
	 	 
	 	 	David Richard Tobin
	 	 	David Richard Tobin




 


 






    	14