ex10-a.htm


    Exhibit 10.
a

    


    EMPLOYMENT
AGREEMENT

     

    THIS EMPLOYMENT AGREEMENT
(this “Agreement”), dated
and effective this 1st day of April, 2008, is by and between First Bancorp, a
North Carolina corporation (the “Company”), and John
S. Long (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 this Agreement provides otherwise.

     

    The
Company desires to employ the Employee, and the 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.  Commencing on the date hereof, the Company (or one
of its subsidiaries) will employ the Employee, and the Employee will be employed
by the Company, as an Executive Vice President and Regional Executive for a term
of three (3) years, 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.  The
Employee shall at all times faithfully and diligently perform the Employee’s
obligations under this Agreement and shall act in the best interests of the
Company and its affiliates.  The 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 the Employee shall perform all duties necessary or advisable in
order to carry out such functions of such office in an efficient
manner.  The Employee shall, during the term of the Employee’s
employment hereunder, devote the 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 affiliates during such hours and in such a
manner as is generally customary for the employees of the Employee’s position in
businesses of the Company’s type.

     

    3.           Compensation.

     

    (a)           Salary.  As
compensation for the services and agreements described herein, the Company shall
pay the Employee an annual base salary of not less than $175,000, payable in
accordance with the customary payroll practices of the Company.  The
Employee’s salary shall be subject to increase upon annual reviews of the
Employee’s performance.  The 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 (12) months preceding the date of the Employee’s annual
review.  Any such increase will be considered in determining the
Employee’s base salary for all purposes hereunder.  The Employee shall
also be eligible for bonuses, to be awarded from time to time in accordance with
policies and procedures established by the Company and applicable to its
officers having positions similar to that of the Employee.  In
particular, the Employee will initially be eligible to participate in the
Company’s annual incentive plan (the “AIP”) adopted by the
Company in January 2007, and the Employee’s target bonus under the AIP will be
25% of base salary during Employee’s first year of participation in the AIP,
subject to the terms of the AIP.

     

    (b)           Reimbursement of
Expenses.  The Company shall pay or reimburse the Employee for
all reasonable and necessary travel and other expenses incurred by the Employee
in performing the Employee’s obligations under this Agreement; provided, however that the
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 the Employee with such other assistance and
accommodations as shall be suitable to the character of the Employee’s position
with the Company and adequate for the performance of the Employee’s duties
hereunder.

     


    
      
         


      

      
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    (c)           Fringe
Benefits.  The Employee shall be entitled to such insurance,
pension, profit-sharing and other benefit plans as are or may be available
generally to the employees of the Company to the extent permitted by applicable
laws or government regulations.  The Employee will also be eligible
for participation in the Company’s Supplemental Executive Retirement Plan and
the Company’s Stock Option Plan.  The Employee will receive an initial
grant of 5,000 options under the Company’s Stock Option Plan on the date hereof,
the terms of which shall be comparable to options granted generally to existing
senior officers of the Company.

     

    (d)           Leave.  The
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 the employees of the Company in positions similar to those of the
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 term (or any renewal thereof) specified in
Section 1, 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 the Employee’s
duties, (ii) committed an act of dishonesty or moral turpitude, (iii) been
convicted of a felony or (iv) violated the provisions of Section (d) or Section (e)
hereof.  All future compensation and benefits not then accrued will
automatically terminate if the Employee is terminated under this Section 4(a).

     

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

     

    (c)           The
Company may terminate the Employee’s employment hereunder for any reason other
than as provided in Sections
4(a) and (b), but
in such case Company shall be obligated to pay the Employee’s base salary to the
Employee for the remainder of the term specified in Section 1 (the “Remaining
Term”).  Notwithstanding the foregoing, in the event the
Employee is a “Specified Employee” (within the meaning of Treasury Regulation
§1.409A-1(i)) and to the extent required by the applicable regulations, no
payment shall be made to the Employee under Section 4(c) prior to the
first day of the seventh month following the Employee’s “Separation from
Service” (within the meaning of Treasury Regulation §1.409A-1(h)).

     

    (d)           Employment
hereunder may be terminated voluntarily by the Employee on forty-five (45) days’
written notice to the Company’s Chief Executive Officer or Chairman of the
Company’s Board of Directors, in which case the Employee will receive his
compensation, vested rights and the employee benefits accrued through the date
of termination of employment.

     

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

     

    (a)           Assistance in
Litigation.  While employed by the Company or any of its
subsidiaries and for a period of three (3) years after termination of such
employment, the 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 the Employee after
the termination of the Employee’s employment hereunder, the Company will pay
reasonable compensation to the Employee and will reimburse him for reasonable
out-of-pocket expenses.

     

    (b)           Board
Membership.  During the term of this Agreement, the Employee
shall be an active member of the Company’s local advisory board and shall
receive $1,000 per month for his service on such board, for three years after
the date of this Agreement, after which the Employee shall receive the board
fees paid to all other advisory board members.

     


    
      
         


      

      
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    (c)           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 with the Company or any of its subsidiaries,
then the Employee shall be paid the compensation set forth in Section 4(c); provided that
such payments 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 acknowledges and agrees that the
Employee is under an affirmative duty to actively seek and accept reasonable
alternative employment following termination.  Any compensation
received by the Employee following such termination or compensation earnable
with reasonable diligence will be deducted from any compensation due the
Employee under this Agreement or such long-term disability plan or
policy.  In the event the Employee fails to seek reasonable
alternative employment after such termination, the Company’s obligation to pay
future compensation shall cease.

     

    (d)           Confidential
Information.  The Employee acknowledges that in the course of
the Employee’s employment, the Employee will acquire knowledge of trade and
business secrets and other confidential data of the Company, its subsidiaries
and affiliates.  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 affiliates’ products, customers and operations. The
Employee acknowledges and agrees that any resulting restrictions on the
Employee’s activities are required for the reasonable protection of the
Company.  The Employee agrees not to knowingly disclose or reveal to
any unauthorized person such confidential business secrets or other confidential
data while employed by the Company or any of its subsidiaries and for a period
of two (2) years after the termination of such employment.  Upon
expiration or termination of the Employee’s employment by the Company, the
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 the Employee’s possession during, by virtue of or in the course of the
Employee’s employment and that are in any way connected with or related to the
business of the Company or any of its subsidiaries or affiliates.

     

    (e)           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”
(such period not to include any period(s) of violation or period(s) of time
required for litigation to enforce the covenants herein), Employee separately
covenants for the benefit of the Company as follows:

     

    (i)          Employee
shall not 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 (as a director, shareholder or investor, partner, proprietor,
principal agent, independent contractor, representative, consultant or
otherwise), in the “Restricted Territory”
(as defined below); provided further, however, that for the period following the
termination of Employee’s employment with the Company, Employee may be employed
or associated with a business in competition with the Company to the extent that
such employment or association does not involve Employee (i) working in a
capacity related to the work he did for the Company; or (ii) utilizing any
contacts or knowledge of trade and business secrets or other confidential data
of the Company.  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 with whom
Employee had any substantial or nonincidental contact or communications for two
years prior to Employee’s termination of employment with the Company, 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).

     


    
      
         


      

      
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    The
“Restricted
Period” following termination of employment during which Employee will
observe the covenants contained in this Section 5(e) shall be (A) one
(1) year following termination of employment under Section 4(a) of this
Agreement, (B) two years (2) if Employee voluntarily terminates his employment
hereunder, and (C) through the end of the Remaining Term (as defined in Section 4(c) hereof) if
employment is terminated pursuant to Section 4(c).

     

    “Restricted Territory”
is defined as the area located within (A) the cities of Cheraw and Florence in
the State of South Carolina, and (B) the 50-mile radius around each such
city.

     

    Notwithstanding
the foregoing, the aforesaid limitations on Employee contained in this Section 5(e) 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).

     

    (f)           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.

     

    (g)           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.

     

    (h)           The
parties intend the restrictions on competition contained in this Section 5 to be completely
severable and independent, and any invalidity or unenforceability of any one or
more such restrictions or requirements shall not render invalid or unenforceable
any one or more of the other restrictions or requirements.  The
Company shall have the right to limit, unilaterally, the scope of any provision
of this Section 5 to
ensure the enforceability of Employee’s agreement not to compete with the
Company.

     

    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.  The 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 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 the 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 the 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.

     


    
      
         


      

      
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    (a)           If
a “Change in
Control” occurs while the Employee is employed by the Company and the
Employee’s employment is terminated by the Company or the Employee for any
reason or no reason within twelve (12) months after the Change in Control, the
Company shall pay the Severance Payment provided in Section 8(b) to the Employee
within ten (10) days of the date of termination of the Employee’s employment
(except as otherwise set forth herein), provide benefits pursuant to Section 8(c) and cause the
acceleration of vesting of benefits described in Section 8(d) to occur; provided, however, that the
termination of the Employee’s employment shall not be deemed due to a Change in
Control and the Employee shall have no rights under this Section 8 if such termination
of employment is (i) pursuant to Section 4(a) or (ii) due to
the Employee’s death pursuant to Section 4(b), the Employee’s
disability pursuant to Section
5(c) or the Employee’s retirement in accordance with the Company’s then
existing retirement policies.  Notwithstanding the foregoing, in the
event the Employee is a “Specified Employee” (within the meaning of Treasury
Regulation §1.409A-1(i)), no payment shall be made to the Employee under Section 8(b) prior to the
first day of the seventh month following the Employee’s “Separation from
Service” (within the meaning of Treasury Regulation §1.409A-1(h)).

     

    In the
event of successive Changes in Control, the provisions of this Agreement shall
apply with respect to each Change in Control.  All references to the
Company in this Section
8 shall also be to the Company’s successors and assigns of the Company,
whether in connection with a Change in Control or otherwise.

     

    (b)           Employee’s
Severance Payment shall be an amount equal to the lesser of (i) two
point nine (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 (the “Severance
Payment”).

     

    (c)           The
Company shall provide to the Employee and the Employee’s spouse or other
qualified dependents, at a cost to the Employee no greater than the cost of such
benefits to the Employee at the time of the Change in Control, such
hospitalization, health, medical and dental insurance benefits as were available
to the Employee (and the Employee’s spouse or qualified dependents) immediately
prior to the Change in Control until the earlier to occur of (i) two (2) years
following the date of the Change in Control or (ii) the Employee accepting
employment pursuant to which the Employee 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 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 (2)
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 the Employee, or a group of persons including the 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 Section 8(e),
references to the “Company” shall be
deemed to refer to First Bancorp only, and not to its subsidiaries.

     


    
      
         


      

      
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    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
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)           Assignability.

     

    (i)          Neither
this Agreement nor any right or interest hereunder shall be assignable by the
Employee, the Employee’s beneficiaries, or legal representatives without the
Company’s prior written consent.

     

    (ii)          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;
provided, however, that nothing
in this paragraph shall preclude the executors, administrators, or other legal
representative of the Employee or the Employee’s estate from assigning any
rights to payment hereunder to the person or persons entitled
thereto.

     

    (iii)          The
Company may assign this Agreement and any rights hereunder to any wholly owned
subsidiary of the Company.

     

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

     

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

     

    (d)           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:                      John
S. Long

           
307 3rd
Street
        Cheraw, South
Carolina  29520


    
      
         


      

      
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    Company:              First
Bancorp

    341 North
Main Street

    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 internal 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
on following 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.

     

    


    


    


    
      	 
      	
              EMPLOYER:

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              By:

            	
              /s/ Jerry L.
      Ocheltree

            
	 
      	 
      	
              Name:  Jerry
      L. Ocheltree

            
	 
      	 
      	
              Title:  Chief
      Executive Officer

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              EMPLOYEE:

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              /s/ John S.
      Long

            
	 
      	
              John
      S. Long

            


    

    


    
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