Exhibit 10.4


 


AMENDMENT


TO


AMENDED AND RESTATED
EMPLOYMENT AGREEMENT


 


This amendment (the “Amendment”) is effective as of the 20th day of
October, 2010, and is made by and between Congaree Bancshares, a South Carolina
corporation (the “Company”), Congaree State Bank, a South Carolina state bank
and wholly owned subsidiary of the Company (the “Bank”; together with the
Company, the “Employer”), and Charlie T. Lovering, an individual resident of
South Carolina (the “Executive”).


 


WHEREAS, the Executive and the Employer entered into an employment agreement,
dated September 14, 2006 (the “Agreement”), whereby the Executive agreed to serve as Chief Financial Officer and Executive
Vice President of the Bank and of the Company;


 


WHEREAS, the Executive and the Employer amended
the Agreement, during the second half of 2007 (the “Amended and Restated Agreement”), to amend certain outdated provisions in the
Agreement and to ensure documentary compliance with the final regulations of Section 409A
of the Internal Revenue Code;


 


WHEREAS,
the Executive and the Company entered into a letter agreement, dated January 9,
2009, to ensure compliance with Section 111(b) of the Emergency
Economic Stabilization Act of 2008 and to acknowledge modification of certain
provisions of the Amended and Restated Agreement during the period which the
United States Department of Treasury (the “Treasury”) holds any equity or debt
securities of the Company acquired through the Company’s participation in the
Treasury’s Troubled Asset Relief Program – Capital Purchase Program (the “CPP”);
and


 


WHEREAS,
the parties now desire to further amend the Amended and Restated Agreement to update an outdated
provision and to ensure documentary compliance with the final Treasury
regulations under Section 409A of the Internal Revenue Code and IRS Notice
2010-6 issued pursuant thereto.


 


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


 


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


 


(h)     With the exceptions of the
provisions of this Section 4, and the express terms of any benefit plan
under which the Executive is a participant, it is agreed that, upon termination
of the Executive’s employment, the Employer shall have no obligation to the
Executive for, and the Executive waives and relinquishes, any further
compensation or benefits (exclusive of COBRA benefits).  Within 45 days of the Executive’s Termination
of Employment, and as a condition to the Employer’s obligation to pay any
severance hereunder, the Employer
and the Executive shall enter into a release


 

















 


substantially in the form attached hereto as Exhibit A, and
may not revoke such release within the revocation period stated in such
release, acknowledging such remaining obligations and discharging both parties,
as well as the Employer’s officers, directors and employees with respect to
their actions for or on behalf of the Employer, from any other claims or
obligations arising out of or in connection with the Executive’s employment by
the Employer, including the circumstances of such termination.


 


2.             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 Company and the Bank each have caused this
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.


 


	
   

  	
   

  	
   

  	
  CONGAREE
  BANCSHARES, INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ATTEST:

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  X

  	
   

  	
  By:

  	
  /s/
  E. Daniel Scott

  
	
  Name:

  	
   

  	
   

  	
  Name:

  	
  E.
  Daniel Scott

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Chairman

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  CONGAREE
  STATE BANK

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ATTEST:

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  X

  	
   

  	
  By:

  	
  /s/
  E. Daniel Scott

  
	
  Name:

  	
   

  	
   

  	
  Name:

  	
  E.
  Daniel Scott

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Chairman

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  EXECUTIVE

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  /s/
  Charlie T. Lovering

  
	
   

  	
   

  	
   

  	
  Charlie
  T. Lovering