Exhibit 10.3


 


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 Stephen P. Nivens, an individual resident of
South Carolina (the “Executive”).


 


WHEREAS, the Executive and the Employer entered into an employment agreement,
dated February 15, 2006 (the “Agreement”), whereby the Executive agreed to serve as Chief Business Development Officer of
the Bank and Senior Vice President and Chief Business Development Officer 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the Agreement, during the second half of 2007 (the “Amended and Restated Agreement”), to amend certain outdated provisions in the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 (i) revise the cash
bonus provision to comply with the regulatory guidance of the South Carolina
Board of Financial Institutions regarding incentive compensation and (ii) 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an outdated provision and to ensure documentary compliance with the final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 3(b) of
the Amended and Restated Agreement is
hereby deleted in its entirety and replaced with the following:


 


(b)     The Executive shall be
eligible to receive a cash bonus equaling up to 50% of the previous year’s
salary and compensation if the Bank achieves certain performance levels
established by the Board from time to time (the “Bonus Plan”).  Any bonus payment made pursuant to this Section 3(b) shall
be made the earlier of (i) 70 calendar days after the previous year end


 

















 


for which the bonus was earned by the Executive and became a payable of
the Employer or (ii) the first pay period following the Employer’s press
release announcing its previous year’s financial performance.


 


2.            The scrivener’s error
labeling Section 4 of the Amended
and Restated Agreement as Section 2 is hereby corrected by
deleting the section heading “2. Termination” and substituting the section
heading “4. Termination” in lieu thereof.


 


3.            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 mutually satisfactory form of release, 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.


 


3.             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/
  Stephen P. Nivens

  
	
   

  	
   

  	
   

  	
  Stephen
  P. Nivens