Exhibit 10.1


SECOND AMENDMENT 
TO

AMENDED AND RESTATED

EMPLOYMENT AGREEMENT 

This second amendment (the
“Second Amendment”) is effective as of the 15th day of December, 2016, and is
made by and among Independence Bancshares Inc., a South Carolina corporation
(the “Company”), Independence National Bank (the “Bank”), a national bank and
wholly owned subsidiary of the Company (the Company and the Bank collectively
referred to herein as the “Employer”), and Lawrence R. Miller, an individual
resident of South Carolina (the “Executive”). This Agreement amends that certain
Amended and Restated Employment Agreement between the Employer and the
Executive, dated December 10, 2008, as further amended by that certain Amendment
to the Amended and Restated Employment Agreement between the Employer and the
Executive, dated December 31, 2012.

WHEREAS, the Employer and
the Executive entered into an employment agreement, dated July 1, 2004 (the “Original Agreement”), whereby the
Executive agreed to serve as President and Chief Executive Officer of the
Company and the Bank; 

WHEREAS, the Employer and
the Executive amended and restated the Original Agreement, effective as of
December 10, 2008 (the “Amended and Restated Agreement”), to make certain
updates to the Original Agreement required for compliance with Internal Revenue
Code Section 409A; 

WHEREAS, effective as of
the closing of the Company’s private placement offering of common stock on
December 31, 2012 and in conjunction with the launch of a new business model by
the Company, the Executive resigned as President and Chief Executive Officer of
the Company, but continued to serve as President and Chief Executive Officer of
the Bank, and the Employer and the Executive amended the Amended and Restated
Agreement to reflect the Executive’s new roles with the Company and the Bank;


WHEREAS, following the
termination of the employment of the Company’s new chief executive officer, the
board of directors of the Company appointed the Executive as the Company’s
Interim Chief Executive Officer on October 4, 2015; and 

WHEREAS, the parties now
desire to amend the Amended and Restated Agreement to make certain updates
required for compliance with Internal Revenue Code Section 409A. 








NOW, THEREFORE, the
Company, the Bank, and the Executive do hereby agree as follows: 

1. Section 4(a)(vi) of the
Amended and Restated Agreement is hereby deleted in its entirety and replaced
with the following: 

(vi) by the Executive for
Good Reason upon delivery of a Notice of Termination to the Employer, or by the
Employer without Cause upon delivery of a Notice of Termination to the
Executive, in each case within a 90-day period beginning on the 30th
day after the occurrence of a
Change in Control or within a 90-day period beginning on the one year
anniversary of the occurrence of a Change in Control. If the Executive’s
employment is terminated pursuant to this provision, in addition to other rights
and remedies available in law or equity, the Executive shall also be entitled to
the following:

(1) the Employer shall pay
the Executive in a cash payment within fifteen days of the date of termination
severance compensation in a lump sum amount equal to his then current monthly
base salary multiplied by 24, plus any bonus earned or accrued through the date
of termination (including any amounts awarded for previous years but which were
not yet vested);

(2) Executive may continue
participation, in accordance with the terms of the applicable benefits plans, in
the Employer’s group health plan pursuant to plan continuation rules under the
Consolidated Omnibus Budget Reconciliation Act (“COBRA”). In accordance with
COBRA, assuming Executive is covered under the Employer’s group health plan as
of his date of termination, Executive will be entitled to elect COBRA
continuation coverage for the legally required COBRA period (the “Continuation
Period”). If Executive elects COBRA coverage for group health coverage, he will
be obligated to pay the portion of the full COBRA cost of the coverage equal to
an active employee’s share of premiums for coverage for he and his spouse the
respective plan year and the Employer’s share of such premiums shall be treated
as taxable income to Executive. Notwithstanding the above, the Employer’s
obligations hereunder with respect to the foregoing benefits provided in this
subsection (ii) shall be limited to the extent that if Executive obtains any
coverage pursuant to a subsequent employer’s benefit plans which duplicates the
Executive’s coverage, the duplicative coverage may be terminated by
Employer;

(3) the restrictions on any
outstanding incentive awards (including restricted stock) granted to the
Executive under the Company’s or the Bank’s long-term equity incentive program
or any other incentive plan or arrangement shall lapse and such awards shall
become 100% vested, all stock options and stock appreciation rights granted to
the Executive shall become immediately exercisable and shall become 100% vested,
all performance units granted to the Executive shall become 100%
vested;

(4) the restrictive
covenants contained in Section 9 shall be void and shall not apply to the
Executive;

(5) the title to any
automobile purchased by the Employer and provided to the Executive in accordance
with the Employer’s obligations under Section 3(d) above shall immediately be
transferred to the Executive, at no cost to the Executive, or, if the Employer
is providing a monthly allowance to the Executive for the lease of an
automobile, the Employer agrees that it will continue to make all lease
payments, tax payments and related expenses for the automobile until such time
as the lease in effect at the time of any Change in Control shall expire; and


(6) Executive shall provide
notice of termination of his membership in Thornblade Club, Greenville, SC in
the month in which the date of termination occurs. The Employer shall pay
Executive, within fifteen days of the date of termination, a lump sum amount
equal to the monthly payments (specifically including dues, minimum dining
charges, and capital assessments) relating to such membership for the required
12-month notice period. 








2. Section 17(i) of the
Amended and Restated Agreement is hereby deleted in its entirety and replaced
with the following:

(i) “Standard payroll procedures" shall mean payment no less frequently than
monthly, including the written payroll procedures of the Employer. 

3. The parties agree and
acknowledge that the purpose of this Second Amendment is to revise the Amended
and Restated Agreement to make certain updates and clarifications required for
compliance with Internal Revenue Code Section 409A and other legal
compliance-related changes and any provision in the Amended and Restated
Agreement to the contrary shall be of no further force and effect. 

4. All other terms and
conditions of the Amended and Restated Agreement, except as modified herein,
shall remain in full force and effect and shall be binding on the parties
hereto, their heirs, successors and assigns.

[Signatures appear on
following page.] 







IN WITNESS WHEREOF, the
Employer have caused this Second Amendment to be executed and its respective
seals to be affixed hereunto by its respective officers thereunto duly
authorized, and the Executive has signed and sealed this Amendment, effective as
of the date first above written. 

		          	          	INDEPENDENCE BANCSHARES, INC.
	ATTEST:			 
	By:			By:	/s/ Robert
      B. Willumstad
	 				
	Name:	 		Name: 	Robert B.
      Willumstad
	 				
	 	 	 	Title:	Chairman of
      the Board
	 
				INDEPENDENCE NATIONAL BANK
	ATTEST:			
	By:			By:	/s/ H. Neel
      Hipp, Jr.
	 				
	Name:			Name:	H. Neel
      Hipp, Jr.
	 				
				Title:	Chairman of
      the Board
	 
				EXECUTIVE
	 
				/s/ Lawrence R. Miller
				Lawrence R.
      Miller