Exhibit 10.53


 


AMENDMENT NUMBER ONE TO


EMPLOYMENT AGREEMENT


 


This Amendment Number One
is made as of September 14, 2007, to the Employment Agreement dated as of April 28, 2006 (the “Agreement”), by and
among Southern Community Financial Corporation, Southern Community Bank and Trust, and Merle B. Andrews. This Amendment is being
made solely to conform the provisions of the Agreement with the requirements of Section 409A of the Internal Revenue Code of 1986,
as amended.


 


1. Sections 5.2 of the Agreement is amended to read as follows:


 


“5.2DEFINITION
OF CHANGE IN CONTROL. For purposes of this Employment Agreement, “Change in Control” means any one or more
of the following events occurs with regard to Southern Community Financial Corporation:


 


(a) Change in
ownership - A change in ownership of Southern Community Financial Corporation occurs on the date any one person or group of
persons accumulates ownership of Southern Community Financial Corporation’s stock constituting more than 50% of the total
fair market value or total voting power of Southern Community Financial Corporation’s stock,


 


(b) Change in
effective control – A change in effective control occurs when either (i) any one person or more than one person acting
as a group acquires within a 12-month period ownership of stock of Southern Community Financial Corporation possessing 35% or more
of the total voting power of Southern Community Financial Corporation’s stock, or (ii) a majority of Southern Community Financial
Corporation’s Board of Directors is replaced during any 12-month period by Directors whose appointment or election is not
endorsed in advance by a majority of Southern Community Financial Corporation’s Board of Directors before the date of appointment
or election, or


 


(c) Change in ownership
of a substantial portion of assets – A change in the ownership of a substantial portion of Southern Community Financial
Corporation’s assets occurs if in a 12-month period any one person or more than one person acting as a group acquires assets
from Southern Community Financial Corporation having a total gross fair market value equal to or exceeding 40% of the total gross
fair market value of all of the assets of Southern Community Financial Corporation immediately before the acquisition or acquisitions.
For this purpose, “gross fair market value” means the value of Southern Community Financial Corporation’s assets,
or the value of the assets being disposed of, determined without regard to any liabilities associated with the assets.”


 


2. No other terms and conditions of the Agreement are affected
by this Amendment.


 


IN WITNESS WHEREOF,
the parties have executed this Amendment (Southern Community Financial Corporation and Southern Community Bank and Trust by their
duly authorized officers) effective as of the day and year first written above.


  


SOUTHERN COMMUNITY FINANCIAL CORPORATION


 





	 	By: 	/s/ F. Scott Bauer____________
	 	 	F. Scott Bauer, CEO







  


SOUTHERN COMMUNITY BANK AND TRUST


 











	 	By: 	/s/ F. Scott Bauer____________
	 	 	F. Scott Bauer, CEO







  


EXECUTIVE


 











	 	/s/ Merle B. Andrews (SEAL)
	 	 	  










 






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