Exhibit 10.1


 


Second Amendment to Employment


Agreement of Stan Puckett


 


THIS SECOND AMENDMENT TO THE EMPLOYMENT AGREEMENT (the “Amendment”) is
made and entered into as of this 20th day of December, 2005, by and between
Greene County Bancshares, Inc., a Tennessee Corporation (the “Employer”),
and Stan Puckett (the “Employee”).


 


W I T N E S S E T H


 


WHEREAS, the Employer and
the Employee are parties to that certain Employment Agreement made and entered
into as of January 23, 1996 (the “Employment Agreement”) and amended as of
January 23, 2004; and


 


WHEREAS, certain provisions
of the Employment Agreement were adversely impacted by changes to the Internal
Revenue Code of 1986, as amended, enacted as a part of the American Jobs
Creation Act of 2004; and


 


WHEREAS, the Employer and
the Employee desire to further amend the Employment Agreement as set forth
herein.


 


NOW, THEREFORE, intending to
be legally bound, the parties hereto agree as follows:


 


AGREEMENT


 


1.                                       CAPITALIZED TERMS.  Capitalized terms used and not otherwise
defined herein shall have the meanings ascribed thereto in the Employment
Agreement.


 


2.                                       AMENDMENT OF EMPLOYMENT AGREEMENT.  The Employment Agreement is hereby amended as
follows:


 


Section 3(G) of the Employment Agreement,
as amended on January 23, 2004, is hereby deleted in its entirety and
replaced with the following:


 


“G. INCENTIVE BENEFITS.  Employer shall allow Employee to participate
in any Executive Bonus Plan, incentive stock option plan, profit sharing plan,
pension plan, qualified salary deferral plan, nonqualified compensation
arrangement and any substantially similar qualified or nonqualified arrangement
approved and adopted by Employer and generally available to other key employees
during the term of Employee’s employment hereunder.”


 


3.                                       FULL FORCE AND EFFECT.  Except as amended by the Amendment, the
Employment Agreement, as originally executed and once amended on January 23,
2004 by the parties, shall remain in full force and effect.


 


4.                                       COUNTERPARTS. 
This Amendment may be executed in counterparts, each of which shall be
deemed an original, and all of which, taken together, shall constitute a
complete document.


 


5.                                       GOVERNING LAW.  This Amendment will, in all respects, be
governed, enforced and construed in accordance with the laws of the State of
Tennessee, without regard to the State of Tennessee’s conflicts of laws
provisions.


 


6.                                       BINDING EFFECT.  This Amendment shall be binding upon, and
inure to the benefit of the parties hereto, and their respective heirs,
successors, assigns, and personal and legal representatives.


 


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IN WITNESS WHEREOF, the
undersigned have executed this Second Amendment to the Employment Agreement as
of the day, month and year first above written.


 


 


	
   

  	
  GREENE COUNTY BANCSHARES, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ William F. Richmond

  	
   

  
	
   

  	
   

  	
  William F. Richmond

  
	
   

  	
  Title:

  	
  Senior Vice President, Chief Financial Officer and

  Assistant Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Stan Puckett

  	
   

  
	
   

  	
   

  	
  Stan Puckett

  
	
   

  	
  Title:

  	
  Employee

  



 


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