exv10w3






Exhibit 10.3




AMENDMENT

TO

AMENDED AND RESTATED EMPLOYMENT AGREEMENT




     This amendment (this “Amendment”) is effective as of the 24th day of November, 2010, and is
made by and between Yadkin Valley Bank & Trust Company, a North Carolina banking corporation (the
“Bank”), and Joseph H. Towell, an individual resident of North Carolina (the “Officer”).



     WHEREAS, the Officer and the Bank entered into an employment agreement, dated May 20, 2008,
whereby the Officer agreed to serve as an Executive Vice President of the Bank, and the Officer and
the Bank entered into an amended and restated employment agreement, effective March 19, 2009,
whereby the Officer agreed to accept a transfer of duties and to serve as the Executive Vice
President and Chief Administrative Officer/Chief Credit Officer for both the Bank and Yadkin Valley
Financial Corporation, a North Carolina corporation and bank holding company for the Bank (the
agreements are collectively referred to hereinafter as the “Agreement”);



     WHEREAS, on August 25, 2010 the Officer agreed to accept a transfer of duties and to serve as
the President and Chief Operating Officer for the Bank;



     WHEREAS, the parties desire to revise the Agreement to provide the Officer with family medical
coverage such as provided for other senior executive officers of the Bank;



     WHEREAS, the parties desire to amend the Agreement provide the Officer with an automobile
allowance; and



     WHEREAS, the parties further desire to extend the term of the Agreement from 12 to 36 months.



     NOW, THEREFORE, the Bank and the Officer do hereby agree as follows:




	 	1.	 	Paragraph 1 of this Agreement is hereby deleted in its entirety and replaced
with the following:
	 
	 	 	 	1. Employment. The Bank agrees to continue to employ the Officer and the
Officer agrees to continue to accept employment upon the terms and conditions stated
herein as the President and Chief Operating Officer of the Bank. The Officer shall
render such administrative and management services to the Bank as are customarily
performed by persons situated in a similar executive capacity. The Officer shall
promote the business of the Bank, including being active in at least one civic
organization in Iredell County, and perform such other duties as shall, from time to
time, be reasonably assigned by the Chief Executive Officer. Upon the request of
the Chief Executive Officer of the Bank, the Officer shall disclose all business
activities or commercial pursuits in which Officer is engage, other than Bank
duties.
	 
	 	2.	 	Paragraph 4(a) of the Agreement is hereby deleted in its entirety and replaced
with the following:
	 
	 	 	 	(a) The Bank shall provide family medical and dental coverage for the Officer
and the Officer shall also be entitled to participate in any plan relating to health
insurance, deferred compensation, stock options, stock purchases, pension, thrift,
profit sharing, group life insurance, disability coverage, education, or other
retirement or employee benefits that the Bank has adopted, or may adopt from time to
time, for the benefit of its employees generally, subject to the eligibility rules
of such plans. Any options or similar awards shall




 









 






	 	 	 	be issued to the Officer at an exercise price of not less than the stock’s current
fair market value (as determined in compliance with Treasury Regulation §
1.409A-1(b)(5)(iv)) as of the date of grant, and the number of shares subject to
such grant shall be fixed on the date of grant.
	 
	 	3.	 	The following provision is hereby added to the Agreement as Paragraph 4(c):
	 
	 	 	 	(c) The Bank shall provide the Officer with the use of a late model automobile
suitable to the status of the Officer of a type and for lease terms to be approved
the Compensation Committee of the Bank. The Bank shall pay for all reasonable
expenses, including, but not limited to, insurance coverage and gasoline, by the
Officer in connection with the operation and maintenance of such automobile.
Replacement of the automobile shall be made only with the approval of the Directors
and in accordance with the policies of the Bank in effect from time to time relating
to the replacement of automobiles. Alternatively, at the Bank’s sole discretion,
the Bank shall pay the Officer an automobile allowance sufficient to provide the
Officer with a late model automobile suitable to the status of the Officer and to
reimburse him for all reasonable expenses, including insurance coverage and
gasoline, by the Officer in connection with the operation and maintenance of such
automobile, which shall be paid in cash no less frequently than monthly.
	 
	 	4.	 	Paragraph 5 of the Agreement is hereby deleted in its entirety and replaced with the
following:
	 
	 	 	 	5. Term. The initial term of employment under this Agreement shall be for
the period commencing upon the effective date of this Agreement and ending three
calendar years from the effective date of this Agreement. On each anniversary of
the effective date of this Agreement, the term hereof shall automatically be
extended for an additional one year period beyond the then effective expiration date
unless written notice from the Employer or the Officer is received 90 days prior to
such anniversary advising the other that this Agreement shall not be further
extended; provided that the Directors shall review the Officer’s performance
annually and make a specific determination based on such reviews whether to renew
this Agreement prior to the 90 days’ notice.
	 
	 	5.	 	All other terms and conditions of the 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 the following page.)




 









 





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



	 	 	 	 	 	 	 	 	 

	ATTEST:	 	 	 	YADKIN VALLEY BANK & TRUST COMPANY
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Patricia H. Wooten
	 	 	 	By:
	 	/s/ William A. Long
	 

	 	 
	 	 	 	 	 	 
	Name: Patricia H. Wooten	 	 	 	Name: William A. Long
	 	 	 	 	 	 	Title: Chief Executive Officer
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	OFFICER
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	/s/ Joseph H. Towell
	 	 	 	 	 	 	 
	 	 	 	 	 	 	Joseph H. Towell