Exhibit 10.5**EMPLOYMENT AGREEMENT**     **THIS AGREEMENT**is entered into as of March 1, 2006 by and between **GATEWAY BANK & TRUST CO.,**aNorth Carolina banking corporation (hereinafter referred to as the “Bank”) and **DAVID R. TWIDDY**, anindividual resident of North Carolina (hereinafter referred to as the “Officer”).     For and in consideration of their mutual promises, covenants and conditions hereinafter setforth, and other good and valuable consideration, the receipt and sufficiency of which hereby isacknowledged, the parties agree as follows:     1. **Employment**. The Bank agrees to employ the Officer and the Officer agrees to acceptemployment upon the terms and conditions stated herein as President of the Bank. The Officer shallrender such administrative and management services to the Bank as are customarily performed bypersons situated in a similar executive capacity. The Officer shall promote the business of theBank and perform such other duties as shall, from time to time, be reasonably assigned by the ChiefExecutive Officer of the Bank. Upon the request of the Chief Executive Officer, the Officer shalldisclose all business activities or commercial pursuits in which Officer is engaged, other thanBank duties.     2. **Compensation**. The Bank shall pay the Officer during the term of this Agreement, ascompensation for all services rendered by the Officer to the Bank, a base salary at the rate of$275,000 per annum, payable in cash not less frequently than monthly. The rate of such salaryshall be reviewed by the Compensation Committee of the Board of Directors of the Bank (the“Committee”) not less often than annually and the Committee may increase, but shall not decrease,such rate during the term of this Agreement. Such rate of salary, or increased rate of salary, asthe case may be, may be further increased from time to time in such amounts as the Committee, inits discretion, may decide. In determining salary increases, the Committee shall compensate theOfficer for increases in the cost of living and may also provide for performance or meritincreases. Participation in the Bank’s incentive compensation, deferred compensation,discretionary bonus, profit-sharing, retirement and other employee benefit plans and participationin any fringe benefits shall not reduce the salary payable to the Officer under this Paragraph. Inthe event of a Change in Control (as defined in Paragraph 10), the Officer’s rate of salary shallbe increased not less than five percent annually during the term of this Agreement. Any paymentsmade under this Agreement shall be subject to such deductions as are required by law or regulationor as may be agreed to by the Bank and the Officer.     3. **Discretionary Bonuses**. During the term of this Agreement, the Officer shall beentitled to such discretionary bonuses as may be authorized, declared and paid by the Committee tothe Bank’s key management employees. No other compensation provided for in this Agreement shall bedeemed a substitute for the Officer’s right to such discretionary bonuses when and as declared bythe Committee.     4. **Participation in Retirement and Employee Benefit Plans; Fringe Benefits****.**     (a) The Bank shall provide family medical coverage and disability insurance for the Officerand the Officer shall also be entitled to participate in any plan relating to deferredcompensation, stock options, stock purchases, pension, thrift, profit sharing, group lifeinsurance, education, or other retirement or employee benefits that the Bank has adopted, or may,from time to time adopt, for the benefit of its executive employees or for employees generally,subject to the eligibility rules of such plans.     (b) The Officer shall also be entitled to participate in any other fringe benefits which arenow or may be or become applicable to the Bank’s executive employees, including the payment ofreasonable expenses for attending annual and periodic meetings of trade associations, and any otherbenefits which are commensurate with the duties and responsibilities to be performed by the Officerunder this Agreement. Additionally, the Officer shall be entitled to such vacation and sick leaveas shall be established under uniform employee policies promulgated by the Bank. The Bank shallreimburse the
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Officer for all out-of-pocket reasonable and necessary business expenses which theOfficer may incur in connection with the Officer’s services on behalf of the Bank.     (c) The Bank shall pay the expenses of the Officer for membership in a country club in themarket area of the Bank at the Officer’s election and dues for membership in civic clubs. The Bankshall also provide the Officer with the use of a late model automobile suitable to the status ofthe Officer of a type and for lease terms to be approved by the Committee.     (d) After Officer’s employment with the Bank is terminated for any reason other than Cause (asdefined in Paragraph 8), the Bank shall continue to provide medical insurance coverage to theOfficer and Officer’s spouse for the lifetime of each, either, in the Bank’s discretion, as part ofthe Bank’s group medical insurance plan for active employees or through individual medicalinsurance policies. Notwithstanding the foregoing, as of the first date that (i) the Officer is nolonger employed by the Company and (ii) the Officer and Officer’s spouse, respectively, haveattained sixty-five (65) years of age, the Bank shall be obligated only to provide such individualwith supplemental Medicare health insurance in order to meet its obligations under this Paragraph4(d). The Bank shall be responsible for paying directly all of the premiums required to meet itsobligations under this Paragraph 4(d).     5. **Term**. The initial term of employment under this Agreement shall be for the periodcommencing upon the effective date of this Agreement and ending three calendar years from theeffective date of this Agreement. On each anniversary of the effective date of this Agreement, theterm of this Agreement shall automatically be extended for an additional one-year period beyond thethen effective expiration date unless written notice from the Bank or the Officer is received 90days prior to an anniversary date advising the other that this Agreement shall not be furtherextended; provided that the Committee shall review the Officer’s performance annually and make aspecific determination pursuant to such review to renew this Agreement prior to the 90 days’notice.     6. **Loyalty; Noncompetition; Confidentiality****.**     (a) The Officer shall devote his full efforts and entire business time to the performance ofthe Officer’s duties and responsibilities under this Agreement.     (b) During the term of this Agreement, or any renewals thereof, and for a period of one yearafter termination, the Officer agrees he will not, within the “Restricted Area,” directly orindirectly, engage in any business that competes with the Bank or any of its subsidiaries withoutthe prior written consent of the Bank; provided, however, that the provisions of this Paragraphshall not apply in the event the Officer’s employment is unilaterally terminated by the Bank forCause, (as such term is defined in Paragraph 8(c) hereof) or in the event the Officer terminateshis employment with the Bank after the occurrence of a “Termination Event” (as such term is definedin Paragraph 10(b) hereof) following a “Change of Control” (as such term is defined in Paragraph10(d) hereof). The Restricted Area covers the following divisible list of territories: Camden,Chowan, Currituck, Dare, Pasquotank, and Perquimans Counties, North Carolina and Chesapeake andVirginia Beach, Virginia, and within 15 miles of any Bank office operated during the term of thisAgreement. The one-year restricted period, however, does not include any period of violation orperiod of time required for litigation to enforce the Officer’s agreement not to compete againstthe Bank. Notwithstanding the foregoing, the Officer shall be free, without suchconsent, to purchase or hold as an investment or otherwise, up to five percent of the outstandingstock or other security of any corporation which has its securities publicly traded on anyrecognized securities exchange or in any over-the counter market.     (c) The Officer agrees he will hold in confidence all knowledge or information of aconfidential nature with respect to the business of the Bank or any subsidiary received by theOfficer during the term of this Agreement and will not disclose or make use of such informationwithout the prior written consent of the Bank. The Officer agrees that he will be liable to theBank for any damages caused by unauthorized disclosure of such information. Upon termination ofhis employment, the Officer agrees to return all records or copies thereof of the Bank or anysubsidiary in his possession or under his control which relate to the activities of the Bank or anysubsidiary.     (d) The Officer acknowledges that it would not be possible to ascertain the amount of monetarydamages in the event of a breach by the Officer under the provisions of this Paragraph 6. TheOfficer agrees that, in the event of a breach of this Paragraph 6, injunctive relief enforcing theterms of this Paragraph 6 is an appropriate remedy. If the scope of any restriction contained inthis Paragraph 6 is
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determined to be too broad by any court of competent jurisdiction, then suchrestriction shall be enforced to the maximum extent permitted by law and the Officer consents thatthe scope of this restriction may be modified judicially.     7. **Standards**. The Officer shall perform his duties and responsibilities under thisAgreement in accordance with such reasonable standards expected of employees with comparablepositions in comparable organizations and as may be established from time to time by the Bank. TheBank will provide the Officer with the working facilities and staff customary for similarexecutives and necessary for the Officer to perform his duties.     8. **Termination and Termination Pay****.**(a) The Officer’s employment under thisAgreement shall be terminated upon the death of the Officer during the term of this Agreement, inwhich event, the Officer’s estate shall be entitled to receive the compensation due the Officerthrough the last day of the calendar month in which the Officer’s death shall have occurred and fora period of one month thereafter.     (b) The Officer’s employment under this Agreement may be terminated at any time by the Officerupon 60 days’ written notice to the Bank. Upon such termination, the Officer shall be entitled toreceive compensation through the effective date of such termination.     (c) The Bank may terminate the Officer’s employment at any time, but any termination by theBank, other than termination for Cause, shall not prejudice the Officer’s right to compensation orother benefits under this Agreement. The Bank shall provide written notice specifying the groundsfor termination for Cause. The Officer shall have no right to receive compensation or otherbenefits for any period after termination for Cause. Termination for Cause shall includetermination because of the Officer’s personal dishonesty or moral turpitude, willful misconduct,breach of fiduciary duty involving personal profit, intentional failure to perform stated duties,willful violation of any law, rule, or regulation (other than traffic violations or similaroffenses) or final cease-and-desist order, or material breach of any provision of this Agreement.Notwithstanding such termination, the obligations under Paragraph 6(c) shall survive anytermination of employment.     (d) Subject to the Bank’s obligations and the Officer’s rights under (i) Title I of theAmericans with Disabilities Act, §504 of the Rehabilitation Act, and the Family and Medical LeaveAct, and to (ii) the vacation leave, disability leave, sick leave and any other leave policies ofthe Bank, the Officer’s employment under this Agreement automatically shall be terminated in theevent the Officer becomes disabled during the term of this Agreement and it is determined by theBank that the Officer is unable to perform the essential functions of the Officer’s job under thisAgreement for ninety (90) business days or more during any 12-month period. Upon any suchtermination, the Officer shall be entitled to receive any compensation the Officer shall haveearned prior to the date of termination but which remains unpaid, and shall be entitled to anypayments provided under any disability income plan of the Bank which is applicable to the Officer.     In the event of any disagreement between the Officer and the Bank as to whether the Officer isphysically or mentally incapacitated such as will result in the termination of the Officer’semployment pursuant to this Paragraph 8(d), the question of such incapacity shall be submitted toan impartial physician licensed to practice medicine in North Carolina for determination and whowill be selected by mutual agreement of the Officer and the Bank, or failing such agreement, by two(2) physicians (one (1) of whom shall be selected by the Bank and the other by the Officer), andsuch determination of the question of such incapacity by such physician or physicians shall befinal and binding on the Officer and the Bank. The Bank shall pay the reasonable fees and expensesof such physician or physicians in making any determination required under this Paragraph 8(d).     9. **Additional Regulatory Requirements****.**Notwithstanding anything contained in thisAgreement to the contrary, it is understood and agreed that the Bank (or any of its successors ininterest) shall not be required to make any payment or take any action under this Agreement if:     (a) such payment or action is prohibited by any governmental agency having jurisdiction overthe Bank (hereinafter referred to as “Regulatory Authority”) because the Bank is declared by suchRegulatory Authority to be insolvent, in default or operating in an unsafe or unsound manner; or,     (b) in the reasonable opinion of counsel to the Bank, such payment or action (i) would beprohibited by or would violate any provision of state or federal law applicable to the Bank,including, without
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limitation, the Federal Deposit Insurance Act as now in effect or hereafteramended, (ii) would be prohibited by or would violate any applicable rules, regulations, orders orstatements of policy, whether now existing or hereafter promulgated, of any Regulatory Authority,or (iii) otherwise would be prohibited by any Regulatory Authority.     10. **Change in Control****.**(a) In the event of a termination of the Officer’s employmentin connection with, or within twenty-four (24) months after, a “Change in Control” (as defined inSubparagraph (d) below) of the Bank other than for Cause (as defined in Paragraph 8), the Officershall be entitled to receive the amount set forth in Subparagraph (c) below. Said sum shall bepayable as provided in Subparagraph (e) below.     (b) In addition to any rights the Officer might have to terminate this Agreement contained inParagraph 8, the Officer shall have the right to terminate this Agreement upon the occurrence ofany of the following events (the “Termination Events”) within twenty-four months following a Changein Control of the Bank:     (i) Officer is assigned any duties and/or responsibilities that, in Officer’s reasonabledetermination, are inconsistent with or constitute a demotion or reduction in the Officer’sposition, duties, responsibilities or status as such existed at the time of the Change inControl or with his reporting responsibilities or titles with the Bank in effect at such time,regardless of Officer’s resulting position; or     (ii) Officer’s annual base salary rate is reduced below the annual amount in effect as ofthe effective date of a Change in Control or as the same shall have been increased from time totime following such effective date; or     (iii) Officer’s life insurance, medical or hospitalization insurance, disabilityinsurance, stock options plans, stock purchase plans, deferred compensation plans, managementretention plans, retirement plans or similar plans or benefits being provided by the Bank tothe Officer as of the effective date of the Change in Control are reduced in their level, scopeor coverage, or any such insurance, plans or benefits are eliminated, unless such reduction orelimination applies proportionately to all salaried employees of the Bank who participated insuch benefits prior to such Change in Control; or     (iv) Officer is transferred to a location which is more than 15 miles from his currentprincipal work location without the Officer’s express written consent.A Termination Event shall be deemed to have occurred on the date such action or event isimplemented or takes effect.     (c) In the event that the Officer’s employment is terminated pursuant to this Paragraph 10,the Bank will be obligated to pay or cause to be paid to Officer an amount equal to 2.99 times theOfficer’s “base amount” as defined in Section 280G(b)(3) of the Internal Revenue Code of 1986, asamended (the “Code”).     (d) For the purposes of this Agreement, the term Change in Control shall mean any of thefollowing events:     (i) After the effective date of this Agreement, any “person” (as such term is defined inSection 7(j)(8)(A) of the Change in Bank Control Act of 1978), directly or indirectly, acquiresbeneficial ownership of voting stock, or acquires beneficial ownership of voting stock, oracquires irrevocable proxies or any combination of voting stock and irrevocable proxies,representing twenty-five percent (25%) or more of any class of voting securities of the Bank,or acquires control of, in any manner, the election of a majority of the Directors; or     (ii) The Bank consolidates or merges with or into another corporation, association orentity, or is otherwise reorganized, where the Bank is not the surviving corporation in suchtransaction; or     (iii) All or substantially all of the assets of the Bank are sold or otherwisetransferred to or are acquired by any other corporation, association or other person, entity orgroup.Notwithstanding the other provisions of this Paragraph 10, a transaction or event shall not beconsidered a Change in Control if, prior to the consummation or occurrence of such transaction orevent, Officer and Bank agree in writing that the same shall not be treated as a Change in Controlfor purposes of this Agreement.
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     (e) Such amounts payable pursuant to this Paragraph 10 shall be paid, at the option of theOfficer, either in one lump sum or in thirty-six (36) equal monthly payments following terminationof Officer’s employment.     (f) Following a Termination Event which gives rise to Officer’s rights hereunder, the Officershall have twelve (12) months from the date of occurrence of the Termination Event to terminatethis Agreement pursuant to this Paragraph 10. Any such termination shall be deemed to haveoccurred only upon delivery to the Bank (or to any successor corporation) of written notice oftermination whichdescribes the Change in Control and the Termination Event. If Officer does not so terminatethis Agreement within such twelve-month period, he shall thereafter have no further rightshereunder with respect to that Termination Event, but shall retain rights, if any, hereunder withrespect to any other Termination Event as to which such period has not expired.     (g) If the Officer receives the payment pursuant to this Paragraph 10 and acceleration ofbenefits under any other benefit, compensation, or incentive plan or arrangement with the Bank orits parent corporation (collectively, the “Total Benefits”), and if any part of the Total Benefitsis subject to an excise tax under Section 280G and Section 4999 of the Code (the “Excise Tax”), theBank shall pay to the Officer the following additional amounts, consisting of (*x*) a payment equalto the Excise Tax payable by the Officer under section 4999 on the Total Benefits (the “Excise TaxPayment”) and (*y*) a payment equal to the amount necessary to provide the Excise Tax Payment net ofall income, payroll, and excise taxes. Together, the additional amounts described in clauses (*x*)and (*y*) are referred to in this Agreement as the “Gross-Up Payment Amount.” Payment of the Gross-UpPayment Amount shall be made in addition to the amount set forth in Subparagraph 10(c) above.     For purposes of determining whether any of the Total Benefits will be subject to the ExciseTax and for purposes of determining the amount of the Excise Tax, any other payments or benefitsreceived or to be received by the Officer in connection with a Change in Control or the Officer’stermination of employment following a Change in Control (whether under the terms of this Agreementor any other agreement or any other benefit plan or arrangement with the Bank or its parentcorporation) shall be treated as “parachute payments” within the meaning of section 280G(b)(2) ofthe Code, and all “excess parachute payments” within the meaning of section 280G(b)(1) shall betreated as subject to the Excise Tax, unless in the opinion of the certified public accounting firmthat is retained by the Bank as of the date immediately before the Change in Control (the“Accounting Firm”), such other payments or benefits do not constitute (in whole or in part)parachute payments, or such excess parachute payments represent (in whole or in part) reasonablecompensation for services actually rendered within the meaning of section 280G(b)(4) of the Code inexcess of the “base amount” (as defined in section 280G(b)(3) of the Code), or are otherwise notsubject to the Excise Tax. The value of any noncash benefits or any deferred payment or benefitshall be determined by the Accounting Firm in accordance with the principles of sections 280G(d)(3)and (4) of the Code.     For purposes of determining the Gross-Up Payment Amount, the Officer shall be deemed to payfederal income taxes at the highest marginal rate of federal income taxation in the calendar yearsin which the Gross-Up Payment Amount is to be made and state and local income taxes at the highestmarginal rate of taxation in the state and locality of the Officer’s residence on the date oftermination of employment, net of the reduction in federal income taxes that can be obtained fromdeduction of such state and local taxes (calculated by assuming that any reduction under section 68of the Code in the amount of itemized deductions allowable to the Officer applies first to reducethe amount of such state and local income taxes that would otherwise be deductible by the Officer,and applicable federal FICA and Medicare withholding taxes).     All determinations required to be made under this Subparagraph, including whether and when aGross-Up Payment Amount is required, the amount of the Gross-Up Payment Amount and the assumptionsto be used to arrive at the determination (collectively, the “Determination”), shall be made by theAccounting Firm, which shall provide detailed supporting calculations both to the Bank and theOfficer within 15 business days after receipt of notice from the Bank or the Officer that there hasbeen a Gross-Up Payment Amount, or such earlier time as is requested by the Bank. All fees andexpenses of the Accounting Firm shall be borne solely by the Bank. The Bank shall enter into anyreasonable agreement requested by the Accounting Firm in connection with the performance of itsservices hereunder. If the Accounting Firm determines that no Excise Tax is payable by the Officer,the Accounting Firm shall furnish the Officer with a written opinion to that effect, and to theeffect that failure to report an Excise
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Tax, if any, on the Officer’s applicable federal income taxreturn will not result in the imposition of a negligence or similar penalty.     The Determination by the Accounting Firm shall be binding on the Bank and the Officer. If,after a Determination by the Accounting Firm, the Officer is required to make a payment ofadditional Excise Tax (“Underpayment”), the Accounting Firm shall determine the amount of theUnderpayment that has occurred. The Underpayment (together with interest at the rate provided insection 1274(d)(2)(B) of the Code) shall be paid promptly by the Bank to or for the benefit of theOfficer. If the Gross-Up Payment Amount exceeds the amount necessary to reimburse the Officer forhis Excise Tax (“Overpayment”), theAccounting Firm shall determine the amount of the Overpayment that has been made. TheOverpayment (together with interest at the rate provided in section 1274(d)(2)(B) of the Code)shall be paid promptly by the Officer to or for the benefit of the Bank. Provided that his expensesare reimbursed by the Bank, the Officer shall cooperate with any reasonable requests by the Bank inany contests or disputes with the Internal Revenue Service relating to the Excise Tax.     If the Accounting Firm is serving as accountant or auditor for the individual, entity, orgroup effecting the Change in Control, the Officer, in his sole discretion, may appoint anothernationally recognized public accounting firm to make the Determinations required hereunder (inwhich case the term “Accounting Firm” as used in this Employment Agreement shall be deemed to referto the accounting firm appointed by the Officer under this Subparagraph).     (h) In the event any dispute shall arise between the Officer and the Bank as to the terms orinterpretation of this Agreement, including this Paragraph 10, whether instituted by formal legalproceedings or otherwise, including any action taken by the Officer to enforce the terms of thisParagraph 10 or in defending against any action taken by the Bank, the Bank shall reimburse theOfficer for all costs and expenses, proceedings or actions, in the event the Officer prevails inany such action.     11. **Successors and Assigns****.**(a) This Agreement shall inure to the benefit of and bebinding upon any corporate or other successor of the Bank which shall acquire, directly orindirectly, by conversion, merger, purchase or otherwise, all or substantially all of the assets ofthe Bank.     (b) Since the Bank is contracting for the unique and personal skills of the Officer, theOfficer shall be precluded from assigning or delegating his rights or duties hereunder withoutfirst obtaining the written consent of the Bank.     12. **Modification; Wavier; Amendments**. This Agreement represents, constitutes, andincorporates the entire, exclusive, and complete understanding of the parties hereto and replacesall previous agreements. No provision of this Agreement may be modified, waived or dischargedunless such waiver, modification or discharge is agreed to in writing, signed by the Officer and onbehalf of the Bank by such officer as may be specifically designated by the Board of Directors. Nowaiver by either party hereto, at any time, of any breach by the other party hereto of, orcompliance with, any condition or provision of this Agreement to be performed by such other partyshall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at anyprior or subsequent time. No amendment or addition to this Agreement shall be binding unless inwriting and signed by both parties, except as herein otherwise provided.     13. **Applicable Law**. This Agreement shall be governed in all respects whether as tovalidity, construction, capacity, performance or otherwise, by the laws of North Carolina, exceptto the extent that federal law shall be deemed to apply.     14. **Severability**. The provisions of this Agreement shall be deemed severable and theinvalidity or unenforceability of any provision shall not affect the validity or enforceability ofthe other provisions hereof.     15. **Previous Agreement**. This Agreement replaces the previous employment agreementsbetween the Officer and the Bank, which established the non-competition covenant in considerationof Officer’s employment by the Bank. The Officer, by execution of this Agreement, acknowledgesthat the grant of health insurance in Paragraph 4(d) and the substitution of this Agreement for theprevious agreements constitute sufficient and adequate consideration for the covenants in thisAgreement.
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**IN WITNESS WHEREOF**, the parties have executed this Agreement as of the day and year firsthereinabove written.         **GATEWAY BANK & TRUST CO.**           **By:**        ** D. Ben Berry, Chief Executive Officer**         **Attest:**             ** Corporate Secretary**          **OFFICER**        **[SEAL]**       **David R. Twiddy**      Page 7