exv10w2






EXHIBIT 10.2




SPECIAL RETENTION AWARD AGREEMENT



This Special Retention Award Agreement (the “Agreement”), made and entered into this
23rd day of October 2009, is by and between Bank of Granite, a bank organized and
existing under the laws of the State of North Carolina (the “Bank” ) and D. Mark Stephens
(“Employee”), an employee of the Bank.



1. Purpose. Employee participates in the Amended and Restated Bank of Granite Salary
Continuation Plan, dated January 1, 2008 (the “Plan”) pursuant to the terms of the Participation
Agreement, dated December 19, 2008, between the Bank and Employee (the “Participation Agreement”).
The purpose of this Agreement is to provide a cash payment to Employee in exchange for Employee’s
agreement to remain employed by the Bank for a specified period of time, the termination of
Employee’s participation in the Plan, and Employee’s release of all claims to any benefits under
the Plan or the Participation Agreement.



2. Special Retention Award. The Bank agrees to pay to Employee:





(a) as soon as reasonably practicable following the effective date of this Agreement, one
lump sum cash payment in the amount of $125,000.00 (the “Retention Payment”); and




(b) by December 31, 2009, one lump sum cash payment to assist Employee in paying any tax and
interest incurred by Employee pursuant to Section 409A(a)(1)(B) of the Internal Revenue Code
as a result of Employee’s receipt of the Retention Payment (the “Gross-up” and together with
the Retention Payment, the “Special Retention Award”).


3. Continued Employment. Employee agrees to remain an Employee of the Bank through January
31, 2010; provided, however, that nothing in this Agreement shall interfere with or otherwise
restrict in any way the rights of the Bank to terminate Employee’s employment at any time for any
reason.



4. Clawback. If Employee is discharged For Cause or if Employee terminates his employment
with the Bank for any reason other than death or Disability prior to the earlier of (a) January 31,
2010 and (b) a Change in Control, Employee agrees to repay to the Bank within 30 days of the date
of such discharge or termination the amount of the Special Retention Award previously paid to
Employee.



5. Release of Claims. Employee hereby acknowledges that this Agreement terminates
Employee’s participation in the Plan and extinguishes all of Employee’s rights under, or interest
in, the Plan and the Participation Agreement. In consideration of the receipt of the Special
Retention Award, Employee hereby irrevocably and unconditionally releases and fully discharges the
Bank, its subsidiaries and affiliates and its and their predecessors, successors and assigns, as
well as its and their officers, directors, employees, attorneys and agents, together with the Plan
and the fiduciaries, administrators and trustees thereof, from any and all causes of action, suits,
claims, demands, liabilities, and obligations whatsoever in law or in equity, whether






 









 







the same are now known or unknown, which he ever had, now has, or may claim to have, upon or by
reason of the occurrence of any matter, cause or thing whatsoever up to the date of his execution
of this Agreement, including without limitation any claims or compensation arising from any claims
for survivorship or other benefits under the Plan and the Participation Agreement, any
representations or statements made regarding any benefits available under the Plan and the
Participation Agreement, any claims under the Employee Retirement Income Security Act of 1974, any
claim for breach of any contract, and all relief associated with any of such claims, including any
lost wages or benefits (present or future), interest, emotional distress or any other form of
economic loss or injuries resulting from any action of any released party herein, all claims for
liquidated, double, punitive or treble damages, as well as legal fees or costs incurred by Employee
in the pursuit of or related in any way to the claims or allegations made against the Bank, the
Plan or its or their fiduciaries, officers, directors or employees.



6. Responsibility for Taxes. Employee agrees that Employee shall be responsible for the
payment of all obligations owed by Employee to a taxing authority as a result of Employee’s receipt
of the Special Retention Award. Employee acknowledges that any references to taxes or interest in
connection with the calculation of the Special Retention Award are merely estimates used by the
parties to determine the amount of the Special Retention Award and do not represent the actual
amount of taxes and/or interest Employee may owe to a taxing authority upon receipt of the Special
Retention Award.




7. Miscellaneous. Capitalized terms not defined herein have the meanings given to
them in the Plan and the Participation Agreement. The invalidity or unenforceability of any
particular provision of this Agreement shall not affect the other provisions of this Agreement, and
this Agreement shall be construed in all respects as if such invalid or unenforceable provision has
been omitted. Except to the extent pre-empted by federal law, this Agreement and Employee’s rights
under it shall be construed and determined in accordance with the laws of the State of North
Carolina. This Agreement may be executed in counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same instrument. No change,
modification or waiver of any provision of this Agreement shall be valid unless the same be in
writing and signed by the parties.


IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.




	 	 	 	 	 	 	 	 	 
	EMPLOYEE	 	 	 	BANK OF GRANITE	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ D. Mark Stephens
 


	 	 
	 	By:
	 	/s/ Jerry A. Felts
 

	 	 
	D. Mark Stephens	 	 	 	Name: Jerry A. Felts	 	 
	 	 	 	 	Title: Chief Financial Officer