Exhibit
10.2


 


AMENDED
AND RESTATED EMPLOYMENT AGREEMENT


 


This Amended and Restated
Employment Agreement (this “Agreement”) is made effective as of January 1, 2017 (the “Effective Date”),
by and between Oconee Federal Savings and Loan Association, a federally chartered savings and loan association (the “Association”)
and Curtis T. Evatt (“Executive”). The Association and Executive are sometimes collectively referred to herein as the
“parties.” Any reference to the “Company” shall mean Oconee Federal Financial Corp., the mid-tier holding
company of the Association. The Company is a signatory to this Agreement for the purpose of guaranteeing the Association’s
performance hereunder.


 


WITNESSETH


 


WHEREAS, Executive
is currently employed as President and Chief Financial Officer of the Association pursuant to an employment agreement between the
Association and Executive entered into as of January 13, 2011, as amended (the “Original Agreement”); and


 


WHEREAS, the Company
and the Association desire to amend and restate the Original Agreement to reflect the Executive’s promotion to the position
of President, Chief Executive Officer and Chief Financial Officer; and


 


WHEREAS, the Company
and the Association desire to ensure the continued availability of the Executive’s services as provided in this Agreement;
and


 


WHEREAS, the Executive
is willing to serve the Company and the Association on the terms and conditions hereinafter set forth.


 


NOW, THEREFORE,
in consideration of the mutual covenants herein contained, and upon the terms and conditions hereinafter provided, the parties
hereby agree as follows:


 


		1.	POSITION AND RESPONSIBILITIES



 


During the term of this
Agreement, Executive shall serve as a member of the boards of directors of the Company and the Association (together, the “Board”)
and as President, Chief Executive Officer and Chief Financial Officer of the Company and the Association, and will perform all
duties and will have all powers that are generally incident to the position of the President, Chief Executive Officer and Chief
Financial Officer. Without limiting the generality of the foregoing, Executive will be responsible for the overall management of
the Company and the Association, and will be responsible for establishing the business objectives, policies and strategic plans
of the Company and the Association in conjunction with the Board. Executive also will be responsible for providing leadership and
direction to all departments or divisions of the Company and the Association, and will be the primary contact between the Board
and other officers and employees of the Company and the Association. As President, Chief Executive Officer and Chief Financial
Officer, Executive will report directly to the Board.


 


		2.	TERM AND DUTIES



 


(a)          Three
Year Contract; Annual Renewal. The term of this Agreement will begin as of the Effective Date and shall continue thereafter
for a period of three (3) years. Beginning on the first annual anniversary date of this Agreement, and on each annual anniversary
date thereafter, the term of this Agreement shall be extended for a period of one year in addition to the then-remaining term;
provided that (1) the Association has not given notice to the Executive in writing at least ninety (90) days prior to such
renewal date that the term of this Agreement shall not be extended further; and (2) prior to such renewal date, the disinterested
members of the Board of Directors of the Association (the “Board”) have explicitly reviewed and approved the extension
and the results thereof shall be included in the minutes of the Board’s meeting. On an annual basis prior to the deadline
for the notice period referenced above, the Board shall conduct a performance review of the Executive for purposes of determining


 




     


     


    

 


whether to provide notice of non-renewal. Reference
herein to the term of this Agreement shall refer to both such initial term and such extended terms. 


 


(b)          Termination
of Agreement. Notwithstanding anything contained in this Agreement to the contrary, either Executive or the Association may
terminate Executive’s employment with the Association at any time during the term of this Agreement, subject to the terms
and conditions of this Agreement.


 


(c)          Continued
Employment Following Expiration of Term. Nothing in this Agreement shall mandate or prohibit a continuation of Executive’s
employment following the expiration of the term of this Agreement, upon such terms and conditions as the Association and Executive
may mutually agree.


 


(d)          Duties;
Membership on Other Boards. During the term of this Agreement, except for periods of absence occasioned by illness, reasonable
vacation periods, and reasonable leaves of absence approved by the Board, Executive shall devote substantially all of his business
time, attention, skill, and efforts to the faithful performance of his duties hereunder, including activities and services related
to the organization, operation and management of the Association; provided, however, that, Executive may serve, or continue to
serve, on the boards of directors of, and hold any other offices or positions in, business companies or business or civic organizations,
which, in the Board’s judgment, will not present any conflict of interest with the Association, or materially affect the
performance of Executive’s duties pursuant to this Agreement. Executive shall provide the Board of Directors annually for
its approval a list of organizations for which the Executive acts as a director or officer.


 


		3.	COMPENSATION, BENEFITS AND REIMBURSEMENT



 


(a)          Base
Salary. In consideration of Executive’s performance of the duties set forth in Section 2, the Association shall provide
Executive the compensation specified in this Agreement. The Association shall pay Executive a salary of $208,560 per year (“Base
Salary”). The Base Salary shall be payable biweekly, or with such other frequency as officers of the Association are generally
paid. During the term of this Agreement, the Base Salary shall be reviewed at least annually by the Board or by a committee designated
by the Board, and the Association may increase, but not decrease (except for a decrease that is generally applicable to all employees)
Executive’s Base Salary. Any increase in Base Salary shall become “Base Salary” for purposes of this Agreement.


 


(b)          Bonus
and Incentive Compensation. Executive shall be entitled to equitable participation in incentive compensation and bonuses in
any plan or arrangement of the Association or the Company in which Executive is eligible to participate. Nothing paid to Executive
under any such plan or arrangement will be deemed to be in lieu of other compensation to which Executive is entitled under this
Agreement.


 


(c)          Employee
Benefits. The Association shall provide Executive with employee benefit plans, arrangements and perquisites substantially equivalent
to those in which Executive was participating or from which he was deriving benefit immediately prior to the commencement of the
term of this Agreement, and the Association shall not, without Executive’s prior written consent, make any changes in such
plans, arrangements or perquisites that would adversely affect Executive’s rights or benefits thereunder, except as to any
changes that are applicable to all participating employees. Without limiting the generality of the foregoing provisions of this
Section 3(c), Executive will be entitled to participate in and receive benefits under any employee benefit plans including, but
not limited to, retirement plans, supplemental retirement plans, pension plans, profit-sharing plans, health-and-accident insurance
plans, medical coverage or any other employee benefit plan or arrangement made available by the Association and/or the Company
in the future to its senior executives, including any stock benefit plans, subject to and on a basis consistent with the terms,
conditions and overall administration of such plans and arrangements.


 


(d)          Paid
Time Off. Executive shall be entitled to paid vacation time each year during the term of this Agreement (measured on a fiscal
or calendar year basis, in accordance with the Association’s usual practices), as well as sick leave, holidays and other
paid absences in accordance with the Association’s policies and procedures for senior executives. Any unused paid time off
during an annual period shall be treated in accordance with the Association’s personnel policies as in effect from time to
time.


 


(e)          Expense
Reimbursements. The Association shall also pay or reimburse Executive for all reasonable travel, entertainment and other reasonable
expenses incurred by Executive during the course of


 




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performing his obligations
under this Agreement, including, without limitation, fees for memberships in such clubs and organizations as Executive and the
Board shall mutually agree are necessary and appropriate in connection with the performance of his duties under this Agreement,
upon presentation to the Association of an itemized account of such expenses in such form as the Association may reasonably require,
provided that such payment or reimbursement shall be made as soon as practicable but in no event later than March 15 of the year
following the year in which such right to such payment or reimbursement occurred.


 


(f)          Automobile
and Social Club. The Association shall provide Executive with either (i) the use of an automobile suitable to the Executive’s
position, or (ii) a monthly cash allowance to cover the expenses of such an automobile. The Association shall annually include
on Executive’s Form W-2 any amount attributable to Executive’s personal use of such automobile. In addition, the Association
shall reimburse or pay Executive amounts sufficient to establish or maintain membership in any club or organization (business,
social or otherwise) which will benefit the Association (including such fees or dues relating to the use of the club or organization).


 


		4.	PAYMENTS TO EXECUTIVE UPON AN EVENT OF
TERMINATION



 


(a)          Upon
the occurrence of an Event of Termination (as herein defined) during the term of this Agreement, the provisions of this Section
4 shall apply; provided, however, that in the event such Event of Termination occurs within eighteen (18) months following a Change
in Control (as defined in Section 5 hereof), Section 5 shall apply instead. As used in this Agreement, an “Event of Termination’’
shall mean and include any one or more of the following:


 


(i)          the
involuntary termination of Executive’s employment hereunder by the Association for any reason other than termination governed
by Section 5 (in connection with or following a Change in Control), Section 6 (due to Disability or death), Section 7 (due to Retirement),
or Section 8 (for Cause), provided that such termination constitutes a “Separation from Service” within the meaning
of Section 409A of the Internal Revenue Code (“Code”); or


 


(ii)         Executive’s
resignation from the Association’s employ upon any of the following, unless consented to by Executive:


 


(A)         failure
to appoint Executive to the position of President, Chief Executive Officer and Chief Financial Officer, or a material change in
Executive’s function, duties, or responsibilities, which change would cause Executive’s position to become one of lesser
responsibility, importance, or scope from the position and responsibilities described in Section 1, to which Executive has not
agreed in writing (and any such material change shall be deemed a continuing breach of this Agreement by the Association); however,
notwithstanding the foregoing, this Section 4(a)(ii)(A) shall not apply if the Executive relinquishes, for any reason, his duties
as Chief Financial Officer (and retains the sole title of President and Chief Executive Officer);


 


(B)         a
relocation of Executive’s principal place of employment to a location that is more than 20 miles from the location of the
Association’s principal executive offices as of the date of this Agreement;


 


(C)         a
material reduction in the benefits and perquisites, including Base Salary, to Executive from those being provided as of the Effective
Date (except for any reduction that is part of a reduction in pay or benefits that is generally applicable to officers or employees
of the Association);


 


(D)         a
liquidation or dissolution of the Association; or


 


(E)         a
material breach of this Agreement by the Association.


 




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Upon the occurrence of any
event described in clause (ii) above, Executive shall have the right to elect to terminate his employment under this Agreement
by resignation for “Good Reason” upon not less than thirty (30) days prior written notice given within a reasonable
period of time (not to exceed ninety (90) days) after the event giving rise to the right to elect, which termination by Executive
shall be an Event of Termination. The Association shall have thirty (30) days to cure the condition giving rise to the Event of
Termination, provided that the Association may elect to waive said thirty (30) day period.


 


(b)          Upon
the occurrence of an Event of Termination, the Association shall pay Executive, or, in the event of his subsequent death, his beneficiary
or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, the Base Salary and bonuses
that Executive would be entitled to for the remaining unexpired term of the Agreement. For purposes of determining the bonus(es)
payable hereunder, the bonus(es) will be deemed to be (i) equal to the highest bonus paid at any time during the prior three years,
and (ii) otherwise paid at such time as such bonus would have been paid absent an Event of Termination. Such payments shall be
paid in a lump sum within ten (10) days of the Executive’s Separation from Service (within the meaning of Section 409A of
the Code) and shall not be reduced in the event Executive obtains other employment following the Event of Termination. Notwithstanding
the foregoing, Executive shall not be entitled to any payments or benefits under this Section 4 unless and until Executive executes
a release of his claims against the Association, the Company and any affiliate, and their officers, directors, successors and assigns,
releasing said persons from any and all claims, rights, demands, causes of action, suits, arbitrations or grievances relating to
the employment relationship, including claims under the Age Discrimination in Employment Act, but not including claims for benefits
under tax-qualified plans or other benefit plans in which Executive is vested, claims for benefits required by applicable law or
claims with respect to obligations set forth in this Agreement that survive the termination of this Agreement.


 


(c)          Upon
the occurrence of an Event of Termination, the Association shall pay Executive, or in the event of his subsequent death, his beneficiary
or beneficiaries, or his estate, as the case may be, a lump sum cash payment reasonably estimated to be equal to the present value
of the contributions that would have been made on the Executive’s behalf under the Association’s defined contribution
plans (e.g., 401(k) Plan, ESOP, and any other defined contribution plan maintained by the Association), as if Executive had continued
working for the Association for the remaining unexpired term of the Agreement following such Event of Termination, earning the
salary that would have been achieved during such period. Such payments shall be paid in a lump sum within ten (10) days of the
Executive’s Separation from Service and shall not be reduced in the event Executive obtains other employment following the
Event of Termination.


 


(d)          Upon
the occurrence of an Event of Termination, the Association shall provide, at the Association’s expense, for the remaining
unexpired term of the Agreement, nontaxable medical and dental coverage and life insurance coverage substantially comparable, as
reasonably available, to the coverage maintained by the Association for Executive prior to the Event of Termination, except to
the extent such coverage may be changed in its application to all Association employees (the “Insurance Coverage”).
Notwithstanding the foregoing, if the Insurance Coverage is not permitted by applicable law (including, but not limited to, laws
prohibiting discriminating in favor of highly compensated employees) or to the extent such coverage will result in an excise tax
or additional tax to the Company, Association or Executive (other than ordinary income tax), the Association shall pay the Executive
a lump sum payment equal to the monthly premiums payable by the Executive to obtain similar benefits, with such payment made within
ten (10) days of the Executive’s Separation from Service, to the extent that such payment does not violate the Insurance
Coverage restrictions (other than ordinary income tax).


 


(e)          For
purposes of this Agreement, a “Separation from Service” shall have occurred if the Association and Executive reasonably
anticipate that either no further services will be performed by the Executive after the date of the Event of Termination (whether
as an employee or as an independent contractor) or the level of further services performed will not exceed 49% of the average level
of bona fide services in the 12 months immediately preceding the Event of Termination. For all purposes hereunder, the definition
of Separation from Service shall be interpreted consistent with Treasury Regulation Section 1.409A-1(h)(ii). If Executive is a
Specified Employee, as defined in Code Section 409A and any payment to be made under sub-paragraph (b) or (c) of this Section 4
shall be determined to be subject to Code Section 409A, then if required by Code Section 409A, such payment or a portion of such
payment (to the minimum extent possible) shall be delayed and shall be paid on the first day of the seventh month following Executive’s
Separation from Service.


 




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		5.	CHANGE IN CONTROL



 


(a)          Any
payments made to Executive pursuant to this Section 5 are in lieu of any payments that may otherwise be owed to Executive pursuant
to this Agreement under Section 4, such that Executive shall either receive payments pursuant to Section 4 or pursuant to Section
5, but not pursuant to both Sections.


 


(b)          For
purposes of this Agreement, the term “Change in Control” shall mean:


 


(i)          a
change in control of a nature that would be required to be reported in response to Item 5.01(a) of the current report on Form 8-K,
as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”); or


 


(ii)         a
change in control of the Association within the meaning of the Home Owner’s Loan Act, as amended (“HOLA”), and
applicable rules and regulations promulgated thereunder, as in effect at the time of the Change in Control; or


 


(iii)        any
of the following events, upon which a Change in Control shall be deemed to have occurred:


 


(A)         any
“person” (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the “beneficial
owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Association or the
Company representing 25% or more of the combined voting power of such outstanding securities, except for any securities purchased
by any employee stock ownership plan or trust established by the Association or the Company; or


 


(B)         individuals
who constitute the Board on the Effective Date (the “Incumbent Board”) cease for any reason to constitute at least
a majority thereof, provided that any person becoming a director subsequent to the Effective Date whose election was approved by
a vote of at least three-quarters of the directors comprising the Incumbent Board, or whose nomination for election by stockholders
of the Association or the Company was approved by the same Nominating Committee serving under an Incumbent Board, shall be, for
purposes of this subsection (B), considered as though they were members of the Incumbent Board; or


 


(C)         a
sale of all or substantially all the assets of the Association or the Company, or a plan of reorganization, merger, consolidation,
or similar transaction occurs in which the security holders of the Association or the Company immediately prior to the consummation
of the transaction do not own at least 50.1% of the securities of the surviving entity to be outstanding upon consummation of the
transaction; or


 


(D)         a
proxy statement is issued soliciting proxies from stockholders of the Association or the Company by someone other than the current
management of the Association or the Company of the Association, seeking stockholder approval of a plan of reorganization, merger
or consolidation of the Association or the Company, or similar transaction with one or more corporations as a result of which the
outstanding shares of the class of securities then subject to the plan are to be exchanged for or converted into cash or property
or securities not issued by the Association or the Company; or


 


(E)         a
tender offer is made for 25% or more of the voting securities of the Association or the Company, and stockholders owning beneficially
or of record 25% or more of the outstanding securities of the Association or the Company have tendered or offered to sell their
shares pursuant to such tender offer and such tendered shares have been accepted by the tender offeror.


 




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(F)         Notwithstanding
anything herein to the contrary, a Change in Control shall not be deemed to have occurred in connection with the initial reorganization
and conversion of the Association to a stock Association as a subsidiary of the Company, or upon any subsequent second-step conversion
of Oconee Federal, MHC to stock form.


 


(c)          Upon
the occurrence of a Change in Control followed within eighteen (18) months by an Event of Termination (as defined in Section 4
hereof), Executive, shall receive as severance pay or liquidated damages, or both, a lump sum cash payment equal to three times
the sum of (i) Executive’s highest annual rate of Base Salary paid to Executive at any time under this Agreement, plus (ii)
the highest bonus paid to Executive with respect to the three completed fiscal years prior to the Change in Control. Such payment
shall be paid in a lump sum within ten (10) days of the Executive’s Separation from Service (within the meaning of Section
409A of the Code) and shall not be reduced in the event Executive obtains other employment following the Event of Termination.


 


(d)          Upon
the occurrence of a Change in Control followed within eighteen (18) months by an Event of Termination (as defined in Section 4
hereof), the Association shall pay Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his
estate, as the case may be, a lump sum cash payment reasonably estimated to be equal to the present value of the contributions
that would have been made on Executive’s behalf under the Association’s defined contribution plans (e.g., 401(k) Plan,
ESOP, and any other defined contribution plan maintained by the Association), as if Executive had continued working for the Association
for thirty-six (36) months after the effective date of such termination of employment, earning the salary that would have been
achieved during such period. Such payments shall be paid in a lump sum within ten (10) days of the Executive’s Separation
from Service and shall not be reduced in the event Executive obtains other employment following the Event of Termination. If Executive
is a Specified Employee, as defined in Code Section 409A and any payment to be made under this sub-paragraph (c) or (d) of this
Section 5 shall be determined to be subject to Code Section 409A, then if required by Code Section 409A, such payment or a portion
of such payment (to the minimum extent possible) shall be delayed and shall be paid on the first day of the seventh month following
Executive’s Separation from Service.


 


(e)          Upon
the occurrence of a Change in Control followed within eighteen (18) months by an Event of Termination (as defined in Section 4
hereof), the Association (or its successor) shall provide at the Association’s (or its successor’s) expense, nontaxable
medical and dental coverage and life insurance coverage substantially comparable, as reasonably available, to the coverage maintained
by the Association for Executive prior to his termination, except to the extent such coverage may be changed in its application
to all Association employees and then the coverage provided to Executive shall be commensurate with such changed coverage. Such
coverage shall cease thirty-six (36) months following the termination of Executive’s employment. Notwithstanding the foregoing,
if the Insurance Coverage is not permitted by applicable law (including, but not limited to, laws prohibiting discriminating in
favor of highly compensated employees) or to the extent such coverage will result in an excise tax or additional tax to the Company,
Association or Executive (other than ordinary income tax), the Association shall pay the Executive a lump sum payment equal to
the monthly premiums payable by the Executive to obtain similar benefits, with such payment made within ten (10) days of the Executive’s
Separation from Service, to the extent that such payment does not violate the Insurance Coverage restrictions (other than ordinary
income tax).


 


(f)          Notwithstanding
the preceding paragraphs of this Section 5, in the event that the aggregate payments or benefits to be made or afforded to Executive
in the event of a Change in Control would be deemed to include an “excess parachute payment” under Section 280G of
the Internal Revenue Code or any successor thereto, then such payments or benefits shall be reduced to an amount, the value of
which is one dollar ($1.00) less than an amount equal to three (3) times Executive’s “base amount,” as determined
in accordance with Section 280G of the Code. In the event a reduction is necessary, then the cash severance payable by the Association
pursuant to Section 5 shall be reduced by the minimum amount necessary to result in no portion of the payments and benefits payable
by the Association under Section 5 being non-deductible to the Association pursuant to Section 280G of the Code and subject to
excise tax imposed under Section 4999 of the Code.


 


		6.	TERMINATION FOR DISABILITY OR DEATH



 


(a)          Termination
of Executive’s employment based on “Disability” shall be construed to comply with Section 409A of the Internal
Revenue Code and shall be deemed to have occurred if: (i) Executive is unable to


 




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engage in any substantial
gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death,
or last for a continuous period of not less than 12 months; (ii) by reason of any medically determinable physical or mental impairment
that can be expected to result in death, or last for a continuous period of not less than 12 months, Executive is receiving income
replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Association
or the Company; or (iii) Executive is determined to be totally disabled by the Social Security Administration. The provisions of
Sections 6(b) and (c) shall apply upon the termination of the Executive’s employment based on Disability. Upon the determination
that Executive has suffered a Disability, disability payments hereunder shall commence within thirty (30) days.


 


(b)          Executive
shall be entitled to receive benefits under any short-term or long-term disability plan maintained by the Association. To the extent
such benefits are less than Executive’s Base Salary, the Association shall pay Executive an amount equal to the difference
between such disability plan benefits and the amount of Executive’s Base Salary for the longer of one (1) year following
the termination of his employment due to Disability or the remaining term of this Agreement, which shall be payable in accordance
with the regular payroll practices of the Association.


 


(c)          The
Association shall cause to be continued life insurance coverage and non-taxable medical and dental coverage substantially comparable,
as reasonable available, to the coverage maintained by the Association for Executive prior to the termination of his employment
based on Disability, except to the extent such coverage may be changed in its application to all Association employees or not available
on an individual basis to an employee terminated based on Disability. This coverage shall cease upon the earlier of (i) the date
Executive returns to the full-time employment of the Association; (ii) Executive’s full-time employment by another employer;
(iii) expiration of the remaining term of this Agreement; or (iv) Executive’s death. Notwithstanding the foregoing, if the
Insurance Coverage is not permitted by applicable law (including, but not limited to, laws prohibiting discriminating in favor
of highly compensated employees) or to the extent such coverage will result in an excise tax or additional tax to the Company,
Association or Executive (other than ordinary income tax), the Association shall pay the Executive a lump sum payment equal to
the monthly premiums payable by the Executive to obtain similar benefits, with such payment made within ten (10) days of the Executive’s
Separation from Service, to the extent that such payment does not violate the Insurance Coverage restrictions (other than ordinary
income tax).


 


(d)          In
the event of Executive’s death during the term of this Agreement, his estate, legal representatives or named beneficiaries
(as directed by Executive in writing) shall be paid Executive’s Base Salary at the rate in effect at the time of Executive’s
death in accordance with the regular payroll practices of the Association for a period of one (1) year from the date of Executive’s
death, and the Association shall continue to provide non-taxable medical, dental and other insurance benefits normally provided
for Executive’s family (in accordance with its customary co-pay percentages) for twelve (12) months after Executive’s
death. Such payments are in addition to any other life insurance benefits that Executive’s beneficiaries may be entitled
to receive under any employee benefit plan maintained by the Association for the benefit of Executive, including, but not limited
to, the Association’s tax-qualified retirement plans. Notwithstanding the foregoing, if the Insurance Coverage is not permitted
by applicable law (including, but not limited to, laws prohibiting discriminating in favor of highly compensated employees) or
to the extent such coverage will result in an excise tax or additional tax to the Company, Association or Executive (other than
ordinary income tax), the Association shall pay the Executive a lump sum payment equal to the monthly premiums payable by the Executive
to obtain similar benefits, with such payment made within ten (10) days of the Executive’s Separation from Service, to the
extent that such payment does not violate the Insurance Coverage restrictions (other than ordinary income tax).


 


		7.	TERMINATION UPON RETIREMENT



 


Termination of Executive’s
employment based on “Retirement” shall mean termination of Executive’s employment at any time after Executive
reaches age 65 or in accordance with any retirement policy established by the Board with Executive’s consent with respect
to him. Upon termination of Executive based on Retirement, no amounts or benefits shall be due Executive under this Agreement,
and Executive shall be entitled to all benefits under any retirement plan of the Association and other plans to which Executive
is a party.


 




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		8.	TERMINATION FOR CAUSE



 


(a)          The
Association may terminate Executive’s employment at any time, but any termination other than termination for “Cause,”
as defined herein, shall not prejudice Executive’s right to compensation or other benefits under this Agreement. Executive
shall have no right to receive compensation or other benefits for any period after termination for “Cause.” The term
“Cause” as used herein, shall exist when there has been a good faith determination by the Board that there shall have
occurred one or more of the following events with respect to the Executive:


 


(i)          personal
dishonesty;


 


(ii)         incompetence;


 


(iii)        willful
misconduct;


 


(iv)        breach
of fiduciary duty involving personal profit;


 


(v)         intentional
failure to perform stated duties under this Agreement;


 


(vi)        willful
violation of any law, rule or regulation (other than traffic violations or similar offenses) or any violation of a final cease-and-desist
order; or


 


(vii)       material
breach by Executive of any provision of this Agreement.


 


Notwithstanding the foregoing,
Cause shall not be deemed to exist unless there shall have been delivered to the Executive a copy of a resolution duly adopted
by the affirmative vote of not less than a majority of the entire membership of the Board at a meeting of the Board called and
held for the purpose (after reasonable notice to the Executive and an opportunity for the Executive to be heard before the Board),
finding that in the good faith opinion of the Board the Executive was guilty of conduct described above and specifying the particulars
thereof. Prior to holding a meeting at which the Board is to make a final determination whether Cause exists, if the Board determines
in good faith at a meeting of the Board, by not less than a majority of its entire membership, that there is probable cause for
it to find that the Executive was guilty of conduct constituting Cause as described above, the Board may suspend the Executive
from his duties hereunder for a reasonable period of time not to exceed fourteen (14) days pending a further meeting at which the
Executive shall be given the opportunity to be heard before the Board. Upon a finding of Cause, the Board shall deliver to the
Executive a Notice of Termination, as more fully described in Section 10 below.


 


(b)          For
purposes of this Section 8, no act or failure to act, on the part of Executive, shall be considered “willful” unless
it is done, or omitted to be done, by Executive in bad faith or without reasonable belief that Executive’s action or omission
was in the best interests of the Association. Any act, or failure to act, based upon the direction of the Board or based upon the
advice of counsel for the Association shall be conclusively presumed to be done, or omitted to be done, by Executive in good faith
and in the best interests of the Association.


 


		9.	RESIGNATION FROM BOARDS OF DIRECTORS



 


In the event of Executive’s
termination of employment due to an Event of Termination, Executive’s service as a director of the Association, the Company,
and any affiliate of the Association or the Company shall immediately terminate. This Section 9 shall constitute a resignation
notice for such purposes.


 


		10.	NOTICE



 


(a)          Any
purported termination by the Association for Cause shall be communicated by Notice of Termination to Executive. If, within thirty
(30) days after any Notice of Termination for Cause is given, Executive notifies the Association that a dispute exists concerning
the termination, the parties shall promptly proceed to arbitration, as provided in Section 20. Notwithstanding the pendency of
any such dispute, the Association shall


 




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discontinue paying Executive’s
compensation until the dispute is finally resolved in accordance with this Agreement. If it is determined that Executive is entitled
to compensation and benefits under Section 4 or 5, the payment of such compensation and benefits by the Association shall commence
immediately following the date of resolution by arbitration, with interest due Executive on the cash amount that would have been
paid pending arbitration (at the prime rate as published in The Wall Street Journal from time to time).


 


(b)          Any
other purported termination by the Association or by Executive shall be communicated by a “Notice of Termination” (as
defined in Section 10(c)) to the other party. If, within thirty (30) days after any Notice of Termination is given, the party receiving
such Notice of Termination notifies the other party that a dispute exists concerning the termination, the parties shall promptly
proceed to arbitration as provided in Section 20. Notwithstanding the pendency of any such dispute, the Association shall continue
to pay Executive his Base Salary, and other compensation and benefits in effect when the notice giving rise to the dispute was
given (except as to termination of Executive for Cause); provided, however, that such payments and benefits shall not continue
beyond the date that is 36 months from the date the Notice of Termination is given. In the event the voluntary termination by Executive
of his employment is disputed by the Association, and if it is determined in arbitration that Executive is not entitled to termination
benefits pursuant to this Agreement, he shall return all cash payments made to him pending resolution by arbitration, with interest
thereon at the prime rate as published in The Wall Street Journal from time to time, if it is determined in arbitration
that Executive’s voluntary termination of employment was not taken in good faith and not in the reasonable belief that grounds
existed for his voluntary termination. If it is determined that Executive is entitled to receive severance benefits under this
Agreement, then any continuation of Base Salary and other compensation and benefits made to Executive under this Section 10 shall
offset the amount of any severance benefits that are due to Executive under this Agreement.


 


(c)          For
purposes of this Agreement, a “Notice of Termination” shall mean a written notice that shall indicate the specific
termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed
to provide a basis for termination of Executive’s employment under the provision so indicated.


 


		11.	POST-TERMINATION OBLIGATIONS



 


(a)          Executive
hereby covenants and agrees that, for a period of one year following his termination of employment with the Association, he shall
not, without the written consent of the Association, either directly or indirectly:


 


(i)          solicit,
offer employment to, or take any other action intended (or that a reasonable person acting in like circumstances would expect)
to have the effect of causing any officer or employee of the Association or the Company, or any of their respective subsidiaries
or affiliates, to terminate his or her employment and accept employment or become affiliated with, or provide services for compensation
in any capacity whatsoever to, any business whatsoever that competes with the business of the Association or the Company, or any
of their direct or indirect subsidiaries or affiliates or has headquarters or offices within 20 miles of the locations in which
the Association or the Company has business operations or has filed an application for regulatory approval to establish an office;


 


(ii)         become
an officer, employee, consultant, director, independent contractor, agent, sole proprietor, joint venturer, greater than 5% equity
owner or stockholder, partner or trustee of any savings bank, savings and loan association, savings and loan holding company, credit
union, bank or bank holding company, insurance company or agency, any mortgage or loan broker or any other financial services entity
or business that competes with the business of the Association or its affiliates or has headquarters or offices within twenty-five
(25) miles of any office of the Association as of the date of this Agreement; provided, however, that this restriction shall
not apply if Executive’s employment is terminated following a Change in Control or if Executive does not have any right to
or waives (or returns to the Association) any payments under Section 4 hereof; or


 


(b)          
As used in this Agreement, “Confidential Information” means information belonging to the Association which is of value
to the Association in the course of conducting its business and the disclosure of which could result in a competitive or other
disadvantage to the Association. Confidential Information includes, without


 




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limitation, financial information,
reports, and forecasts; inventions, improvements and other intellectual property; trade secrets; know-how; designs, processes or
formulae; software; market or sales information or plans; customer lists; and business plans, prospects and opportunities (such
as possible acquisitions or dispositions of businesses or facilities) which have been discussed or considered by the management
of the Association. Confidential Information includes information developed by the Executive in the course of the Executive’s
employment by the Association, as well as other information to which the Executive may have access in connection with the Executive’s
employment. Confidential Information also includes the confidential information of others with which the Association has a business
relationship. Notwithstanding the foregoing, Confidential Information does not include information in the public domain. The Executive
understands and agrees that the Executive’s employment creates a relationship of confidence and trust between the Executive
and the Association with respect to all Confidential Information. At all times, both during the Executive’s employment with
the Association and after its termination, the Executive will keep in confidence and trust all such Confidential Information, and
will not use or disclose any such Confidential Information without the written consent of the Association, except as may be necessary
in the ordinary course of performing the Executive’s duties to the Association.


 


(c)          Executive
shall, upon reasonable notice, furnish such information and assistance to the Association as may reasonably be required by the
Association, in connection with any litigation in which it or any of its subsidiaries or affiliates is, or may become, a party;
provided, however, that Executive shall not be required to provide information or assistance with respect to any litigation between
the Executive and the Association or any of its subsidiaries or affiliates.


 


(d)          All
payments and benefits to Executive under this Agreement shall be subject to Executive’s compliance with this Section 11.
The parties hereto, recognizing that irreparable injury will result to the Association, its business and property in the event
of Executive’s breach of this Section 11, agree that, in the event of any such breach by Executive, the Association will
be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive
and all persons acting for or with Executive. Executive represents and admits that Executive’s experience and capabilities
are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Association,
and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein
will be construed as prohibiting the Association or the Company from pursuing any other remedies available to them for such breach
or threatened breach, including the recovery of damages from Executive.


 


		12.	SOURCE OF PAYMENTS



 


All payments provided in
this Agreement shall be timely paid in cash or check from the general funds of the Association. The Company may accede to this
Agreement but only for the purpose of guaranteeing payment and provision of all amounts and benefits due hereunder to Executive.


 


		13.	EFFECT ON PRIOR AGREEMENTS AND EXISTING
BENEFITS PLANS



 


This Agreement contains
the entire understanding between the parties hereto and supersedes any prior employment agreement between the Association and Executive,
including the Original Agreement, except that this Agreement shall not affect or operate to reduce any benefit or compensation
inuring to Executive of a kind elsewhere provided. No provision of this Agreement shall be interpreted to mean that Executive is
subject to receiving fewer benefits than those available to him without reference to this Agreement.


 


		14.	NO ATTACHMENT; BINDING ON SUCCESSORS



 


(a)          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, or 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.


 


(b)          This
Agreement shall be binding upon, and inure to the benefit of, Executive and the Association and their respective successors and
assigns.


 




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		15.	MODIFICATION AND WAIVER



 


(a)          This
Agreement may not be modified or amended except by an instrument in writing signed by the parties hereto; provided, however, that
if the Company or Association determines, after a review of the regulations and guidance issued under The Patient Protection and
Affordable Care Act, or similar laws, and all applicable IRS guidance, that this Agreement should be further amended to avoid triggering
the tax penalties or other restrictions imposed by the Insurance Coverage restrictions, the Company or Association may amend this
Agreement to the extent necessary to avoid triggering the tax and interest penalties imposed by the Insurance Coverage restrictions.


 


(b)          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 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 or condition waived and shall not constitute a waiver of such term or condition for the future as to any act other
than that specifically waived.


 


		16.	REQUIRED PROVISIONS



 


(a)          The
Association may terminate Executive’s employment at any time, but any termination by the Board other than termination for
Cause shall not prejudice Executive’s right to compensation or other benefits under this Agreement. Executive shall have
no right to receive compensation or other benefits for any period after termination for Cause.


 


(b)          If
Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Association’s affairs
by a notice served under Section 8(e)(3) [12 USC §1818(e)(3)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit
Insurance Act, the Association’s obligations under this contract shall be suspended as of the date of service, unless stayed
by appropriate proceedings. If the charges in the notice are dismissed, the Association may in its discretion (i) pay Executive
all or part of the compensation withheld while its contract obligations were suspended and (ii) reinstate (in whole or in part)
any of its obligations which were suspended.


 


(c)          If
Executive is removed and/or permanently prohibited from participating in the conduct of the Association’s affairs by an order
issued under Section 8(e)(4) [12 USC §1818(e)(4)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act,
all obligations of the Association under this Agreement shall terminate as of the effective date of the order, but vested rights
of the contracting parties shall not be affected.


 


(d)          If
the Association is in default as defined in Section 3(x)(1) [12 USC §1813(x)(1)] of the Federal Deposit Insurance Act, all
obligations of the Association under this Agreement shall terminate as of the date of default, but this paragraph shall not affect
any vested rights of the contracting parties.


 


(e)          All
obligations under this Agreement shall be terminated, except to the extent determined that continuation of the contract is necessary
for the continued operation of the Association, (i) by either the Office of the Comptroller of the Currency or the Board of Governors
of the Federal Reserve System (collectively, the “Regulator”) or his or her designee, at the time the FDIC enters into
an agreement to provide assistance to or on behalf of the Association under the authority contained in Section 13(c) [12 USC §1823(c)]
of the Federal Deposit Insurance Act; or (ii) by the Director or his or her designee at the time the Director or his or her
designee approves a supervisory merger to resolve problems related to operation of the Association or when the Association is determined
by the Director to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not
be affected by such action.


 


(f)          Notwithstanding
anything herein contained to the contrary, any payments to Executive by the Association or the Company, whether pursuant to this
Agreement or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance
Act, 12 U.S.C. Section 1828(k), and the regulations promulgated thereunder in 12 C.F.R. Part 359.


 




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		17.	SEVERABILITY



 


If, for any reason, any
provision of this Agreement, or any part of any provision, is held invalid, such invalidity shall not affect any other provision
of this Agreement or any part of such provision not held so invalid, and each such other provision and part thereof shall to the
full extent consistent with law continue in full force and effect.


 


		18.	HEADINGS FOR REFERENCE ONLY



 


The headings of sections
and paragraphs herein are included solely for convenience of reference and shall not control the meaning or interpretation of any
of the provisions of this Agreement.


 


		19.	GOVERNING LAW



 


This Agreement shall be
governed by the laws of the State of South Carolina except to the extent superseded by federal law.


 


		20.	ARBITRATION



 


Any dispute or controversy
arising under or in connection with this Agreement shall be settled exclusively by binding arbitration, as an alternative to civil
litigation and without any trial by jury to resolve such claims, conducted by a panel of three arbitrators sitting in a location
selected by Executive within fifty (50) miles from the main office of the Association, in accordance with the rules of the American
Arbitration Association’s National Rules for the Resolution of Employment Disputes (“National Rules”) then in
effect. One arbitrator shall be selected by Executive, one arbitrator shall be selected by the Association and the third arbitrator
shall be selected by the arbitrators selected by the parties. If the arbitrators are unable to agree within fifteen (15) days upon
a third arbitrator, the arbitrator shall be appointed for them from a panel of arbitrators selected in accordance with the National
Rules. Judgment may be entered on the arbitrator’s award in any court having jurisdiction.


 


		21.	INDEMNIFICATION



 


(a)          Executive
shall be provided with coverage under a standard directors’ and officers’ liability insurance policy, and shall be
indemnified for the term of this Agreement and for a period of six years thereafter to the fullest extent permitted under applicable
law against all expenses and liabilities reasonably incurred by him in connection with or arising out of any action, suit or proceeding
in which he may be involved by reason of his having been a director or officer of the Association or any affiliate (whether or
not he continues to be a director or officer at the time of incurring such expenses or liabilities), such expenses and liabilities
to include, but not be limited to, judgments, court costs and attorneys’ fees and the cost of reasonable settlements (such
settlements must be approved by the Board), provided, however, Executive shall not be indemnified or reimbursed for legal expenses
or liabilities incurred in connection with an action, suit or proceeding arising from any illegal or fraudulent act committed by
Executive. Any such indemnification shall be made consistent with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C.
§1828(k), and the regulations issued thereunder in 12 C.F.R. Part 359.


 


(b)          Any
indemnification by the Association shall be subject to compliance with any applicable regulations of the Federal Deposit Insurance
Corporation.


 


		22.	Notice



 


For the purposes of this
Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have
been duly given when delivered or mailed by certified or registered mail, return receipt requested, postage prepaid, addressed
to the respective addresses set forth below:


 


	To the Association:	
        T. R. Evatt

        115 E. North 2nd Street

        Seneca, South Carolina 29678-1039

         

	To Executive:	
        Curtis T. Evatt

        At the address last appearing on

        the personnel records of the Association



 




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SIGNATURES


 


IN WITNESS WHEREOF,
the Association and the Company have caused this Agreement to be executed by their duly authorized representatives, and Executive
has signed this Agreement, on the date first above written.


 


	 	 
	 	OCONEE FEDERAL SAVINGS AND LOAN ASSOCIATION
	 	 	 
	 	By:	/s/ Robert N. McLellan, Jr.
	 	 	Chairman of the Board
	 	 
	 	OCONEE FEDERAL FINANCIAL CORP.
	 	 	 
	 	By:	/s/ Robert N. McLellan, Jr.
	 	 	Chairman of the Board
	 	 
	 	EXECUTIVE
	 	 
	 	/s/ Curtis T. Evatt
	 	Curtis T. Evatt


 




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