exhibit10-1.htm


    Exhibit
      10.1

    EMPLOYMENT
      AGREEMENT

    


    
      This
        Employment Agreement
        (“Agreement”), dated as of January 25, 2008, is made and entered into between
Capital Bank
        (hereinafter the “Bank”), and David C. Morgan (hereinafter
“Employee”).

      


      The
        Bank
        desires to continue to employ Employee and Employee desires to accept such
        employment on the terms set forth below.

      


      In
        consideration of the mutual promises
        set forth below and other good and valuable con­sideration, the receipt and
        sufficiency of which the parties acknowledge, the Bank and Employee agree
        as
        follows:

      


      1. Employment.
The
        Bank employs Employee
        and Employee accepts employment on the terms and conditions set forth in
        this
        Agreement.

       

      
        2. Nature
          of
          Employment.
          Employee shall serve as Executive Vice President and Chief Banking Officer
          and
          shall have such responsibilities and authority as may be reasonably assigned
          to
          him by the Bank. Employee shall also serve as Executive Vice President
          of
          Capital Bank Corporation (“CBC” and, along with the Bank, sometimes collectively
          referred to herein as the “Corporation”). Employee shall devote his full time
          and attention and best efforts to perform successfully his duties and advance
          the Bank’s and CBC’s interests. Employee shall abide by the Bank’s and CBC’s
          policies, procedures, and practices as they may exist from time to
          time.

        


        During
          this employment, Employee shall have no other employment of any nature
          whatsoever without the prior consent of the Bank; provided, however, this
          Agreement shall not prohibit Employee from personally owning and dealing
          in
          stocks, bonds, securities, real estate, commodities or other investment
          properties for his own benefit or those of his immediate family.

        


        3. Term.
Subject
          to the earlier
          termination provisions set forth in Section 5, the original term of this
          Agreement shall be one (1) year commencing as of the date set forth above.
          Upon
          expiration of the original term or any renewal term, the term shall be
          automatically renewed for an additional one (1) year period unless, at
          least
          thirty (30) days prior to the renewal date, either party gives notice of
          its
          intent not to continue the relationship. During any renewal term, the terms,
          conditions and provisions set forth in this Agreement shall remain in effect
          unless modified in accordance with Section 13.

         

      

      4. Compensation
        and
        Benefits.

      


      (a) Base
        Salary.
Employee’s initial
        annual base salary for all services rendered shall be
        Two Hundred Thousand and No/100 Dollars ($200,000.00) (less any applicable
        taxes
        and withholdings), payable in accordance with the Bank’s policies, procedures,
        and practices as they may exist from time to time. Employee’s salary
        periodically may be reviewed and adjusted at the Bank’s discretion in accordance
        with the Bank’s policies, procedures and practices as they may exist from time
        to time.

      


      (b) Incentive
        Plan. Employee
        shall be eligible to participate in the Capital Bank Corporation Equity
        Incentive Plan in accordance with the applicable terms, conditions, and
        eligibility requirements of that Plan, some of which are in the plan
        administrator’s discretion, as they may exist from time to time.

      


      (c) Benefits.
Employee
        may participate in
        any medical insurance or other employee benefit plans and programs which
        may be
        made available from time to time to other Bank or CBC employees at Employee’s
        level; provided, however, that Employee’s participation in such benefit plans
        and programs is subject to the applicable terms, conditions, and eligibility
        requirements of those plans and programs, some of which are within the plan
        administrator’s discretion, as they may exist from time to time.

      


      (d) Car
        Allowance.
Employee
        shall receive a car allowance of Nine Hundred and No/100 Dollars
        ($900.00) per month.

      

        
          
            
            

          

          
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      (e) Expenses.
Employee
        shall be reimbursed
        by the Bank for any reasonable and necessary business expenses incurred by
        Employee on behalf of the Bank or in connection with Employee’s performance of
        his duties hereunder. Such reimbursement shall be in accordance with the
        Bank’s
        practices or policies as they may exist from time to time.

      


      (f) Vacation.
Employee
        shall be entitled
        to four (4) weeks of vacation during calendar year 2008 and thereafter vacation
        entitlement shall be in accordance with the Bank’s policies. Such vacation shall
        be taken in accordance with the Bank’s policies and practices as they may exist
        from time to time.

      


      5. Termination
        of Employment
        and Post-Termination Compensation.

      


      (a) With
        Notice. Either
        the Bank or Employee may terminate this Agreement and the employment
        relationship created hereunder without cause at any time by giving thirty
        (30)
        days’ written notice to the other party.

      


      (b) Cause,
        Disability, or Death.
The Bank
        may terminate Employee’s employment immediately for
“Disability,” “Cause,” or in the event of Employee’s death. For purposes of this
        Agreement, Disability shall mean Employee’s mental or physical inability to
        perform the essential functions of his duties satisfactorily for a period
        of one
        hundred eighty (180) consecutive days or one hundred eighty (180) days within
        a
        365-day period as determined by the Bank in its reasonable discretion and
        in
        accordance with applicable law. For purposes of this Agreement, “Cause” shall
        mean: (i) any act
        of Employee involving dishonesty; (ii) any material
        violation by Employee of any Bank or CBC rule, regulation, or policy; (iii) gross negligence
        committed by Employee; (iv) material failure
        of
        Employee to perform his duties hereunder; or (v) Employee’s breach of
        any of the express obligations of this Agreement.

      


      (c) Post-Termination
        Compensation.

       

      
        (i) In
          the
          event of termination for Cause, the Bank’s obligation to compensate Employee
          ceases on the date of termination except as to the amounts of salary due
          at that
          time.

        


        (ii) In
          the
          event of a termination for death or Disability, the Bank’s obligation to
          compensate Employee ceases on the date of termination, except as to any
          accrued
          compensation and any pro rata bonuses to which he may be entitled as of
          the date
          of termination. The Bank shall pay any such amounts to Employee or Employee’s
          estate.

         

      

      (iii) If
        there
        has been no Change in Control and the Bank terminates Employee’s employment
        without Cause, then Employee, upon his execution of an enforceable general
        release in a form prepared by the Bank, shall be entitled to (A) receive an amount
        equal to his then current annual base salary plus the amount of bonus paid
        to
        Employee, if any, in the prior bonus year (less any applicable taxes and
        withholdings), payable in substantially equal amounts over a twelve (12)
        month
        period in accordance with the payroll schedule applicable to Employee
        immediately prior to the termination of employment and beginning with the
        first
        month after the date of termination of employment (for purposes of Section
        409A
        of the Internal Revenue Code of 1986, as amended (the “Code”), as applicable,
        each installment payment shall be considered a separate payment); and (B) for the period of
        time Employee receives payments pursuant to Section 5(c)(iii)(A), participate
        in
        all life insurance, health, accidental death and dismemberment, and disability
        plans paid by the Bank for Employee in which Employee participates immediately
        prior to the termination, provided that Employee’s continued participation is
        possible under the applicable terms, conditions and eligibility requirements
        of
        such plans and programs. Employee’s continued participation in such plans and
        programs shall be at no greater cost to Employee than the cost he bore for
        such
        participation immediately prior to termination. If Employee’s participation in
        any such plan or program is barred, the Bank shall arrange upon comparable
        terms, and at no greater cost to Employee than the cost he bore for such
        plans
        and programs prior to termination, to provide Employee with benefits
        substantially similar to, or greater than, those which he is entitled to
        receive
        under any such plan or program. Provided, however, no installment payments
        or
        benefits shall be provided until the required general release becomes
        effective.

      

        
          
            
            

          

          
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      6. Non-Solicitation/Non-Compete.
Employee
        acknowledges that
        by virtue of Employee’s employment with the Bank, Employee shall have access to
        and control of confidential and proprietary information concerning the
        Corporation’s and/or its affiliates’ business and that the Corporation’s
        business depends to a considerable extent on the individual skills, efforts,
        and
        leadership of Employee. Additionally, Employee acknowledges that the covenants
        contained in this Section 6 are reasonably necessary to protect the legitimate
        business interests of the Corporation and are described with sufficient accuracy
        and definiteness to enable him to understand the scope of the restrictions
        imposed on him. Accordingly and in consideration of the Corporation’s
        commitments to Employee under this Agreement, Employee expressly covenants
        and
        agrees that Employee shall not, without the prior consent of the Bank, during
        his employment and, subject to Section 6(c) below, for one (1) year following
        the cessation of his employment unless such cessation is for termination
        by the
        Bank for Cause,

      


      (a) on
        Employee’s own or another’s behalf, whether as an officer, director,
        stockholder, partner, associate, owner, employee, consultant or
        otherwise:

      


      (i) within
        any city, metropolitan area or county in which the Corporation does business
        or
        is located, engage in any business activity (or assist others to engage in
        any
        business activity) that directly competes with the Corporation;

      


      (ii) solicit
        or do business that is the same, similar to, or otherwise in competition
        with
        the business engaged in by the Corporation from or with persons or entities
        who
        are customers of the Corporation, who were customers of the Corporation at
        any
        time during the last year of Employee’s employment with the Bank, or to whom the
        Corporation made proposals for business at any time during the last year
        of
        Employee’s employment with the Bank; or

      


      (iii) employ,
        offer employment to, or otherwise solicit for employment, any employee or
        other
        person who is then currently an employee of the Corporation or who was employed
        by the Corporation during the last year of Employee’s employment with the
        Bank.

      


      (b) within
        any city, metropolitan area or county in which the Corporation does business
        or
        is located, be employed or otherwise engaged by any entity that engages in
        the
        same, similar or otherwise competitive business as the Corporation, to provide
        the same or similar services that Employee provided to the
        Corporation.

      


      (c) (i) If
(A) the
        Bank terminates
        Employee’s employment without Cause and (B) Employee waives
        in
        writing his right to receive payments pursuant to Section 5(c)(iii) hereof,
        the
        non-competition and non-solicitation restrictions contained in this Section
        6
        shall terminate on the later of (A) the cessation of
        Employee’s employment with the Bank or (B) the Bank’s receipt of
        Employee’s waiver described in this Section 6(c)(i). (ii) In the event that
        Employee’s employment terminates under any of the circumstances described in
        Section 8(b) (“Change in Control Termination”), the non-competition and
        non-solicitation restrictions contained in this Section 6 shall terminate
        six
        (6) months following cessation of Employee’s employment with the
        Bank.

      


      7. Proprietary
        Information and Property. Employee
        shall not, at any
        time during or following employment with the Bank, disclose or use, except
        in
        the course of his employment with the Bank or as may be required by law,
        any
        confidential or proprietary information of the Bank or CBC received by Employee
        while employed hereunder, whether such information is in Employee’s memory or
        embodied in writing or other physical form.

      


      Confidential
        or proprietary information
        is information which is not generally available to the general public, or
        the
        Bank’s or CBC’s competitors, or ascertainable through common sense or general
        business knowledge; including, but not limited to data, compilations, methods,
        financial data, financial plans, business plans, product plans, lists of
        actual
        or potential customers, and marketing information regarding executives and
        employees.

      

        
          
            
            

          

          
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      All
        records, files or other objects
        maintained by or under the control, custody or possession of the Bank, CBC,
        or
        their agents in their capacity as agents shall be and remain the Bank’s or CBC’s
        property respectively. Upon termination of his employment or upon the Bank’s or
        CBC’s earlier request, Employee shall return to the Bank all property
        (including, but not limited to, credit cards, keys, company car, cell phones,
        computer hardware and software, records, files, manuals and other documents
        in
        whatever form they exist, whether electronic, hard copy or otherwise and
        all
        copies, notes or summaries thereof) which he received in connection with
        his
        employment. At the Bank’s request, Employee shall bring current all such
        records, files or documents before returning them.

      


      Upon
        notice of cessation of his
        employment with the Bank, Employee shall fully cooperate with the Bank in
        winding up his pending work and transferring his work to those individuals
        designated by the Bank.

      


      8. Change
        in
        Control.

      


      (a) Definition.
For
        purposes of this
        Agreement, “Change in Control” shall mean any of the following:

      


      (i) Any
        “person” (as such term is used in Section 13(d)(3) or 14(d)(2) of the Securities
        Exchange Act of 1934, as amended (the “Act”)) acquiring “beneficial ownership”
(as such term is used in Rule 13d-3 under the Act), directly or indirectly,
        of
        securities of CBC, the parent holding company of the Bank, representing fifty
        percent (50%) or more of the combined voting power of CBC’s then outstanding
        voting securities (the “Voting Power”), but excluding for this purpose an
        acquisition by CBC or an “affiliate” (as defined in Rule 12b-2 under the Act) or
        by an employee benefit plan of CBC or of an affiliate.

      


      (ii) The
        individuals who constitute the Board of Directors of CBC (“Board”) on the
        effective date hereof or their successors duly appointed in the ordinary
        course
        (collectively, the “Incumbent Directors”) cease to constitute at least a
        majority of the Board in any twelve (12) month period. Any director whose
        nomination is approved by a majority of the Incumbent Directors shall be
        considered an Incumbent Director; provided, however, that no Director whose
        initial assumption of office is in connection with an actual or threatened
        election contest relating to the election of the directors of CBC shall be
        considered an Incumbent Director.

      


      (iii) The
        shareholders of CBC approve a reorganization, share exchange, merger or
        consolidation related to CBC or the Bank following which the owners of the
        Voting Power of CBC immediately prior to the closing of such transaction
        do not
        beneficially own, directly or indirectly, more than fifty percent (50%) of
        the
        Voting Power of CBC.

      


      (iv) The
        shareholders of the Bank approve a complete liquidation or dissolution of
        the
        Bank, or a sale or other disposition of all or substantially all of the capital
        stock or assets of the Bank, but excluding for this purpose any sale or
        disposition of all or substantially all of the capital stock or assets of
        the
        Bank to an “affiliate” (as defined in Rule 12b-2 under the Act) of
        CBC.

      


      Change
        in
        Control shall not include a transaction, or series of transactions, whereby
        CBC
        or the Bank becomes a subsidiary of a holding company if the shareholders
        of the
        holding company are substantially the same as the shareholders of CBC prior
        to
        such transaction or series of series of transactions.

      


      (b) Change
        in
        Control Termination.
After the
        occurrence of a Change in Control, Employee shall be entitled
        to receive payments and benefits pursuant to this Agreement in the following
        circumstances:

      


      (i) if
        within
        the period beginning ninety (90) days prior to and ending three (3) years
        after
        the occurrence of a Change in Control, the Bank terminates Employee’s employment
        for any reason other than Cause, Disability, or death; or

      


      (ii) if
        within
        three (3) years after the occurrence of a Change in Control, Employee terminates
        his employment with the Bank for “Good Reason.” For purposes of this Section
        8(b), “Good Reason” shall mean the occurrence of any of the following events or
        conditions without Employee’s prior written consent:

      

        
          
            
            

          

          
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      (A) a
        change
        in Employee’s status, title, position, or responsibilities (including reporting
        responsibilities) which represents a material adverse change from his status,
        title, position, or responsibilities in effect immediately prior thereto;
        the
        assignment to Employee of any duties or responsibilities which are materially
        inconsistent with his status, title, position or responsibilities; or any
        removal of Employee from or failure to reappoint or re-elect him to any of
        such
        positions, status, or title (including positions, titles, and responsibilities
        with any affiliate), except in connection with the termination of his employment
        for Disability, Cause, or death, or by Employee other than for Good Reason;
        provided, however, that no such change, assignment, or removal shall constitute
        Good Reason so long as Employee suffers no reduction in Base Salary as a
        result
        of such change, assignment, or removal;

      


      (B) the
        Bank’s requiring Employee to be based at any place outside a thirty (30) mile
        radius from its headquarters at 333 Fayetteville Street, Raleigh, North
        Carolina, except for reasonably required travel on the Bank’s
        business;

      


      (C) any
        material breach by the Bank of any express provision of this Agreement;
        or

      


      (D) the
        failure of CBC to obtain an agreement, satisfactory to Employee, from any
        successor or assign of CBC to assume and agree to perform this
        Agreement.

      


      (c) Change
        in
        Control Benefits.
In the event
        that Employee’s employment with the Bank terminates under
        any of the circumstances described above in this Section 8 at any time, Employee
        shall be entitled to receive all accrued compensation and any pro rata bonuses
        to which he may be entitled and which Employee may have earned up to the
        date of
        termination and, upon Employee’s execution of an enforceable general release in
        a form prepared by the Bank, severance payments and benefits according to
        the
        following schedule and terms:

      


      (i) a
        severance payment equal to: 2.99 times the amount of Employee’s then current
        annual base salary plus the amount of bonus paid to Employee, if any, in
        the
        prior bonus year (less any applicable taxes and withholdings), in the event
        the
        termination occurs no later than twelve (12) months after the occurrence
        of a
        Change in Control; 2.0 times the amount of Employee’s then current annual base
        salary plus the amount of bonus paid to Employee, if any, in the prior bonus
        year (less any applicable taxes and withholdings), in the event the termination
        occurs more than twelve (12) months but within (up to and including) twenty-four
        (24) months after the occurrence of a Change in Control; or 1.0 times the
        amount
        of Employee’s then current annual base salary plus the amount of bonus paid to
        Employee, if any, in the prior bonus year (less any applicable taxes and
        withholdings), in the event the termination occurs more than twenty-four
        (24)
        months but within (up to and including) thirty-six (36) months after the
        occurrence of a Change in Control. The severance payment shall be paid in
        substantially equal monthly installments without interest, over a period
        of
        thirty-six (36), twenty-four (24), or twelve (12) months, respectively, in
        accordance with the payroll schedule applicable to Employee immediately prior
        to
        the termination of employment and beginning with the first month after the
        date
        of termination of employment (for purposes of Section 409A of the Code, as
        applicable, each installment payment shall be considered a separate payment);
        and

      


      (ii) a
        cash
        payment in an amount equal to the premiums that Employee would pay in order
        to
        secure COBRA continuation coverage for health insurance under the Bank’s medical
        plan and for the premiums Employee would pay for life insurance, accidental
        death and dismemberment and disability insurance to continue such insurance
        during the applicable severance periods following termination of employment
        (irrespective of whether COBRA otherwise would terminate prior to expiration
        of
        any such severance period) (“Premium Payment”); and the additional federal,
        state, and local income and other taxes that will result from the Premium
        Payment (the “Premium Tax Gross-up”). This Premium Payment and the Premium Tax
        Gross-up shall be paid in a single lump-sum cash payment, less any applicable
        taxes and withholdings, within thirty (30) days after the date of termination
        of
        employment.

      


      Provided,
        however, no installment payments or other cash payment shall be provided
        until
        the required general release becomes effective.

      

        
          
            
            

          

          
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      (d) Limitation
        on Payments. To
        the extent that any of the payments and benefits provided for under this
        Agreement or otherwise payable to Employee constitute “parachute payments”
within the meaning of Section 280G of the Code, and but for this Section
        8 would
        be subject to the excise tax imposed by Section 4999 of the Code, the Bank
        shall
        reduce the aggregate amount of such payments and benefits such that the present
        value of such payment of benefits and any other “parachute payments” amounts (as
        determined under the Code and the applicable regulations) is equal to 2.99
        times
        Employee’s “base amount” as defined in Section 280G(b)(3) of the
        Code.

      


      9. Survival.
The
        terms and conditions of
        Sections 6 and 7 shall survive termination of this Agreement and/or Employee’s
        employment and shall not be affected by any change or modification of this
        Agreement unless specific reference is made to such sections.

      


      10. Remedies.
Employee
        agrees that his
        breach or threatened violation of Sections 6 and 7 will result in immediate
        and
        irreparable harm to the Bank or CBC for which legal remedies would be
        inadequate. Therefore, in addition to any legal or other relief to which
        the
        Bank or CBC may be entitled, (a) the Bank or CBC
        may
        seek legal and equitable relief, including but not limited to, preliminary
        and
        permanent injunctive relief, (b) the Bank will be
        released of its obligations under this Agreement to make any payments to
        Employee, including but not limited to, those payable pursuant to Sections
        5
        and/or 8, and (c) Employee will
        indemnify the Bank or CBC for all expenses, including attorneys’ fees, in
        seeking to enforce those Sections.

      


      11. Delayed
        Distribution to Key Employees. If the Bank
        determines in
        accordance with Sections 409A and 416(i) of the Code and the regulations
        promulgated thereunder, in the Bank’s sole discretion, that Employee is a Key
        Employee of the Bank on the date his employment with the Bank terminates
        and
        that a delay in benefits provided under this Agreement is necessary to comply
        with Code Section 409A(a)(2)(B)(i), then any severance payments and any
        continuation of benefits or reimbursement of benefit costs provided by this
        Agreement shall be delayed for a period of six (6) months following Employee’s
        termination date (the “409A Delay Period”). In such event, any severance
        payments and the cost of any continuation of benefits provided under this
        Agreement that would otherwise be due and payable to Employee during the
        409A
        Delay Period shall be paid to Employee in a lump sum cash amount in the month
        following the end of the 409A Delay Period. For purposes of this Section
        11,
“Key Employee” shall mean an employee who, on an Identification Date
        (“Identification Date” shall mean each December 31) is a key employee as defined
        in Section 416(i) of the Code without regard to paragraph (5) thereof. If
        Employee is identified as a Key Employee on an Identification Date, then
        Employee shall be considered a Key Employee for purposes of this Agreement
        during the period beginning on the first April 1 following the Identification
        Date and ending on the following March 31.

      


      12. Waiver
        of
        Breach. The
        Bank’s or Employee’s waiver of any breach of a provision of this Agreement shall
        not waive any subsequent breach by the other party.

      


      13. Entire
        Agreement. This
        Agreement: (i) supersedes all other
        understandings and agreements, oral or written, between the parties with
        respect
        to the subject matter of this Agreement; and (ii) constitutes the
        sole agreement between the parties with respect to this subject matter. Each
        party acknowledges that: (i) no representations,
        inducements, promises or agreements, oral or written, have been made by any
        party or by anyone acting on behalf of any party, which are not embodied
        in this
        Agreement; and (ii) no agreement,
        statement or promise not contained in this Agreement shall be valid. No change
        or modification of this Agreement shall be valid or binding upon the parties
        unless such change or modification is in writing and is signed by the
        parties.

      


      14. Severability.
If
        a court of competent
        jurisdiction holds that any provision or sub-part thereof contained in this
        Agreement is invalid, illegal or unenforceable, that invalidity, illegality
        or
        unenforceability shall not affect any other provision in this Agreement.
        Additionally, if any of the provisions, clauses or phrases set forth in Section
        6 or 7 of this Agreement are held unenforceable by a court of competent
        jurisdiction, then the parties desire that such provision, clause or phrase
        be
“blue-penciled” or rewritten by the court to the extent necessary to render it
        enforceable.

      

        
          
            
            

          

          
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      15. Parties
        Bound. The terms,
        provisions, covenants and agreements contained in this Agreement shall apply
        to,
        be binding upon and inure to the benefit of the Bank’s successors and assigns.
        The Bank, at its discretion, may assign this Agreement. Employee may not
        assign
        this Agreement without the Bank’s prior written consent.

      


      16. Governing
        Law. This
        Agreement and the employment relationship created by it shall be governed
        by
        North Carolina law. The parties hereby consent to exclusive jurisdiction
        in
        North Carolina for the purpose of any litigation relating to this Agreement
        and
        agree that any litigation by or involving them relating to this Agreement
        shall
        be conducted in the court of Wake County or the federal court of the United
        States for the Eastern District of North Carolina.

       

    

    
      
        
          
          

        

        
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    IN
      WITNESS WHEREOF, the
      parties have entered into this Agreement on the day and year written
      below.


    
      
        
          	 	
                  EMPLOYEE

                	 	 
	 	 	 	 
	 	 	 	 
	 	
                  /s/
                    David C. Morgan

                	 	
                  January
                    25, 2008

                
	 	
                  David
                    C. Morgan

                	 	
                  Date

                
	 	 	 	 
	 	 	 	 
	 	
                  CAPITAL
                    BANK

                	 	 
	 	 	 	 
	 	 	 	 
	 	
                  By:  /s/ B.
                    Grant
                    Yarber

                	 	
                  January
                    25, 2008

                
	 	 	 	
                  Date

                
	 	 	 	 
	 	 	 	 
	 	
                  CAPITAL
                    BANK CORPORATION

                	 	 
	 	 	 	 
	 	 	 	 
	 	
                  By:  /s/  B.
                    Grant
                    Yarber

                	 	
                  January
                    25, 2008

                
	 	 	 	
                  Date

                
	 	 	 	 
	 	 	 	 
	 	 	 	 


        

        

          
            
              
              

            

            
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