**EXHIBIT 10.3**

 

**AMENDMENT TO EMPLOYMENT AGREEMENT**

 

THIS AMENDMENT, dated as of April 30, 2001 (this “Amendment”), to that certain EmploymentAgreement, dated as of November 1, 1997 (the “Agreement”) by and among CNB Holdings Inc., a Georgia bank holding company and its wholly-owned subsidiary, Chattahoochee National Bank (collectively, “CNB”), and H.N. Padget, Jr.(“Employee”), a resident of the State of Georgia. 

 

**RECITALS**

 

CNB and Employee(collectively, the “Parties”) recite and declare: 

 

A. The Parties have heretofore entered into the Agreement. 

 

B. The Parties desire to further amend the Agreement as set forth below. 

 

C. All capitalized terms used in this Agreement without definition shall have the meanings assigned to them in the Agreement.

 

**SECTION I**

**AMENDMENT OF SECTION 2**

 

Section 2 of the Agreement is hereby amended to delete in its entirety Section 2 and substitute, in lieu thereof, the following newSection 2 as follows: 

 

1. *Term*. The periodof Employee’s employment under this Agreement begins as of the receipt of the opening letter from the Office of the Comptroller of the Currency and shall continue to the earlier of (i) July 31, 2005, or (ii) any termination as provided for inSection 12 herein. 

 

**SECTION II**

**AMENDMENT OF EXHIBIT A**

 

Exhibit A which is referenced in Sections 3 and 5 of the Agreement is hereby amended to delete it in its entirety and substitute, in lieuthereof, the following new Exhibit A as follows: 

 

EXHIBIT “A” 

 

**EmployeeCompensation and Duties**

 

**Salary**:$125,000 per year; 2 1/2% increase per year on the anniversary date of the opening of the Bank until June 30, 2000 and thereafter as follows: 

 

 

**SALARY**

**EFFECTIVE DATE**
  
**SALARY**

July 1, 2000
  
$

131,250

July 1, 2001
  
 

140,000

July 1, 2002
  
 

147,000

July 1, 2003
  
 

155,000

July 1, 2004
  
 

160,000

 

**Option/BonusPlans**: 30,000 Incentive Stock Options (“ISOs”) granted at the market price of the CNB Holdings, Inc. (“CNB”) stock on the day of grant, vested as set forth below, and certain cash bonuses as set forth below: 

 

**Target Number One**: Loans made by Chattahoochee NationalBank (“Bank”) to its customers within 90 days after the opening the Bank as follows: 

 

**TOTAL LOANS**
  
**CASH BONUS**
  
**ISOs**

**100% VESTED**

Over $10,000,000
  
$

10,000
  
9,000

 

**Target Number Two**: Cumulative profitability of the Bank to be achieved by the dates set forth below and provided that the Bank has received an overall CAMEL rating of 2 or better and an asset quality rating of 2 or better forits first full OCC examination: 

 

**CUMULATIVE**

**PROFITABILITY**

**ACHIEVED BY**
  
**CASH**

**BONUS**
  
**ISOs**

**100% VESTED**

January 31, 2001
  
$

15,000
  
15,000

February 28,2001
  
 

14,000
  
14,000

March 31, 2001
  
 

13,000
  
13,000

April 30, 2001
  
 

12,000
  
12,000

May 31, 2001
  
 

11,000
  
11,000

June 30, 2001
  
 

10,000
  
10,000

July 31, 2001
  
 

9,000
  
9,000

August 31, 2001
  
 

8,000
  
8,000

September 30, 2001
  
 

7,000
  
7,000

October 31, 2001
  
 

6,000
  
6,000

November 30, 2001
  
 

5,000
  
5,000

December 31, 2001
  
 

4,000
  
4,000

January 31, 2002
  
 

3,000
  
3,000

 

2 

 

February 28, 2002
  
2,000
  
2,000

March 31, 2002
  
1,000
  
1,000

 

In theevent Employees is a full-time employee of the Bank on November 1, 2007, he will also be 100% vested in 15,000 ISOs minus those ISOs vested upon achieving cumulative profitability of the Bank as set forth in this Target Number Two. 

 

**Target Number Three**: 6,000 ISOs 100% vested upon theopening of the Bank. 

 

**Other Bonuses**: Additional bonuses asset forth below: 

 

**Signing Bonus**. $10,000upon execution of this Amendment. 

 

**IncentiveStock Options**. As additional 3,000 Incentive Stock Options to be issued upon execution of this Amendment to vest ratably over 36 months of Mr. Padget’s continued employment with Bank and CNB. 

 

**Annual Performance Bonus**. Payable each January, basedon CNB’s performance exceeding targeted return on CNB’s average equity (“ROAE”) as calculated and determined in accordance with generally accepted accounting principals by CNB’s independent certified public accountants asset forth below: 

 

**FOR THE PERIOD**

**ENDED DECEMBER 31,**
  
**ROAE TARGET**
     
**COMBINED CASH BONUS AND ESOP CONTRIBUTION**

2001
  
7.69

%
    
$

20,000

2002
  
11.00

%
    
 

40,000

2003
  
15.00

%
    
 

60,000

2004
  
16.00

%
    
 

80,000

 

For purposes of thisAmendment: (i) ROAE shall exclude any gains or losses on investment securities as required by Statement of Financial Accounting Standards No. 115; (ii) ROAE shall be determined after subtracting the sum of any amounts paid to or for the benefit ofEmployee hereunder and all other bonuses and compensation paid to Bank’s employees for such period; (iii) any annual contribution made by CNB to its Employee Stock Ownership Plan (“ESOP”) for the benefit of Employee shall besubtracted from the Annual Performance Bonus with the remainder payable by CNB in cash to Employee; and (iv) in the event CNB achieves at least 85% of its ROAE Target, then Employee will receive a like percentage of the corresponding Cash Bonus andESOP contribution above. 

 

**Termination compensation**: If by:(i) CNB without Cause during the term of the Agreement payment by CNB to Employee as termination compensation in an amount equal to 12 months of existing base salary plus medical, hospitalization and term life insurance; (ii) CNB without Cause

 

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during the term of the Agreement, in the event of a Change of Control of CNB, $300,000 payment by CNB toEmployee as termination compensation. Change of Control of CNB means any transaction, whether by merger, consolidation, asset sale, tender offer, reverse stock split or otherwise, which results in the acquisition of beneficial ownership (as suchterm is defined under rules and regulations promulgated under the Securities Exchange Act of 1934, as amended) by any person or entity or any group of persons or entities acting in concert, of 50% or more of the outstanding shares of common stock ofCNB; or (iii) CNB with Cause or in the event CNB or the Bank are taken over by bank regulatory authorities, no termination compensation to Employee. 

 

**Auto allowance**: The Bank will provide for Employee’s use of a late model luxury automobile and will reimburse Employee for the costs of itsoperations and normal maintenance, such use and reimbursement not to exceed $1,000 per month in the aggregate. 

 

**Club membership**: Country Club of Roswell then monthly dues. 

 

**Disability insurance**: Monthly premium of $158. 

 

**Medical, hospitalization and term life insurance**: Monthly premiums of $600. 

 

**Vacation**: 25 “Paid Time Off” days per calendar year. 

 

**ERISA plans**: Annual discretionary contributions made by CNB to its ESOPand 401(k) Plan for the benefit of Employee subject to the terms and conditions of the respective plans and to the Annual Performance Bonus set forth above. 

 

**SECTION III**

**AMENDMENT OF EXHIBIT B**

 

Exhibit B which is referenced in Section 14.1.3 of the Agreement is hereby amended to delete it in its entirety and substitute in lieu thereof, the following new Exhibit B: 

 

EXHIBIT B 

 

****Chattahoochee National Bank****

****7855 Northpoint Parkway****

****Suite 200****

****Alpharetta, Georgia 30022****

 

**SECTION IV**

**EFFECT OF THIS AMENDMENT**

 

Except as expressly modified by this Amendment, the partiesratify and confirm the Agreement in all respects. 

 

4 

 

IN WITNESSWHEREOF, the parties hereto have executed this Amendment on the date first written above. 

 

****ATTEST:****

 

 

 

By:                 

Its:                 

(CORPORATE SEAL)                
  
**“CNB”**

 

****CNB HOLDINGS, INC.****

 

/s/    W. DAVID SWEATT    

W. David Sweatt, Chairman

 

 
   
/s/    DAVID R. HINK    

David R. Hink, Chairman of the Compensation

Committee

 

 

 

 

 

By:                

Its:                 

(BANK SEAL)                
  
****CHATTAHOOCHEE NATIONAL BANK****

 

 

/s/    W.DAVID SWEATT    

W. David Sweatt, Chairman

 

 
   
/s/    DAVID R. HINK    

David R. Hink, Chairman of the Compensation

Committee

 

 

****WITNESS:****