EX-10.8



 






Exhibit 10.8




EMPLOYMENT CONTINUITY AGREEMENT




     THIS EMPLOYMENT CONTINUITY AGREEMENT (this “Agreement”) is between LSB BANCSHARES, INC., a
North Carolina Corporation (referred to in this Agreement as the “Company,” which term includes any
subsidiary of the Company where the context so requires), and NICHOLAS A. DAVES, a Senior Vice
President of the Company and a resident of Winston-Salem, North Carolina (“Executive”), and is
effective as of December 24, 1997 (the “Effective Date”).



     The Company’s Board of Directors (the “Board”) acknowledges that Executive’s contributions to
the growth and success of the Company will be substantial. As a publicly held corporation, the
Board recognizes that there exists a possibility of a change in control of the Company. The Board
also recognizes that the possibility of such a change in control may contribute to uncertainty on
the part of the Executive and may result in the departure or distraction of the Executive from his
responsibilities.



     Outstanding management of the Company is essential to advancing the best interests of the
Company and its shareholders. In the event of a threat or occurrence of a bid to acquire or change
control of the Company or to effect a business combination, it is particularly important that the
Company’s business be continued with a minimum of disruption. The Board believes that the
objective of securing and retaining the Executive will be achieved if the Executive is given
assurances of employment security so that he will not be distracted by personal uncertainties and
risks created by such circumstances.



     The Board believes that such assurances will secure the continued services of the Executive in
the performance of his regular duties and such extra duties as may be required of him during such
periods of uncertainty and enable the Company to rely on such Executive to manage its affairs
during any such period with less concern for his personal risks.



     The Executive previously entered into an Amended and Restated Employment Contract dated
September 29, 1995, by and between Old North State Bank and Executive, which such parties
subsequently amended by a First Amendment to Amended and Restated Employment Contract dated October
30, 1996 (collectively the “Prior Employment Contract”), and such Prior Employment Contract
currently sets forth the terms and conditions of Executive’s employment with the Company.



     The Stock Option and Compensation Committee of the Board (the “Committee”) has recommended,
and the Board has approved, entering into this Agreement with the Executive in order to achieve the
foregoing objectives in return for which the Executive agrees to terminate the Prior Employment
Contract, which will be null and void upon the execution of this Agreement except for Section 6
thereof titled “Stock Options,” it being agreed that the stock options described therein shall
survive the termination of the Prior Employment Contract and shall continue to be exercisable
pursuant to the terms and conditions set forth in such stock options.



     Accordingly, the Company and Executive enter into this Agreement to induce Executive to remain
an employee of the Company and to continue to devote his full energy to the Company’s affairs, and
the Company and the Executive hereby terminate the Prior Employment Contract and agree that
Executive shall not have any further rights under said Prior Employment Contract after this time,
except with respect to the stock options described in Section 6 titled “Stock Options” of the Prior
Employment Contract, which shall remain outstanding notwithstanding the termination of the Prior
Employment Contract and shall be exercisable according to the terms and conditions set forth
therein.



1









 





     1. Term. Upon execution by the Company and Executive, this Agreement is effective as
of the Effective Date. This Agreement automatically continues in effect through December 31, 1998,
and thereafter through each successive December 31 unless the Company and the Executive agree in
writing thirty days before the end of any calendar year to terminate this Agreement as of the end
of that calendar year (although this Agreement may terminate automatically under Section 5); and
this Agreement automatically continues in effect from year to year thereafter unless the Company
and the Executive agree in writing to terminate it.



     2. Employment.



          (a) Effective Date. The Company and Executive hereby agree that Executive’s
employment shall continue on and after the Effective Date. The terms and conditions of Executive’s
employment are further described in Section 3 of this Agreement.



          (b) Employment Period. If Executive is employed by the Company on a Control Change
Date (as defined in Section 2(c) of this Agreement), the Company further agrees that the Company
shall continue to employ Executive, and Executive further agrees that he shall continue as an
employee of the Company, for at least the Employment Period. For purposes of this Agreement, the
Employment Period begins on a Control Change Date and ends on the earlier of the third anniversary
of a Control Change Date or Executive’s Normal Retirement Date (as defined under the Lexington
State Bank Employees Pension Plan, as in effect on the Effective Date or as amended thereafter
prior to a Control Change Date). During the Employment Period and thereafter, the terms and
conditions of Executive’s employment shall be as described in Section 4 of this Agreement.



          (c) Change in Control and Control Change Date. For purposes of this Agreement, a
Change in Control occurs if, after the Effective Date, (i) any Person (other than a trustee or
other fiduciary holding securities under an employee benefit plan of the Company or the Company
itself) becomes the owner or beneficial owner of Company securities having 20% or more of the
combined voting power of the then outstanding Company securities that may be cast for the election
of the Board (other than as a result of an issuance of securities initiated by the Company, or open
market purchases approved by the Board, as long as the majority of the Board approving the
purchases are directors at the time the purchases are made); or (ii) as the direct or indirect
result of, or in connection with, a cash tender or exchange offer, a merger, consolidation,
reorganization or other business combination, a sale of all or substantially all of the Company’s
assets, a contested election of directors, or any combination of these transactions or similar
events, and, with respect to (i) or (ii) above, the Continuing Directors (as defined below) cease
to constitute a majority of the Board, or any successor’s board. For purposes of the preceding
sentence, “Continuing Director” means any member of the Board while a member of the Board, and who
(i) was a director of the Company before the consummation of the transactions described in the
preceding sentence or (ii) whose subsequent nomination for election or election to the Board was
recommended or approved by a majority of the Continuing Directors; and “Person” means any
individual, firm, corporation, partnership, limited liability company, trust or other entity,
including a “group” as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, and any
successor (by merger or otherwise) of such entity.



               For purposes of this Agreement, a Control Change Date is the date on which an event described
in (i) or (ii) of the first sentence of this Section 2(c) is consummated. If a Change in Control
occurs on account of a series of transactions, a Control Change Date is the closing date of the
last of such transactions.



2









 





     3. Terms of Employment Before a Control Change Date.



          (a) General Duties. Executive shall continue to exercise such authority and perform
such executive duties as are commensurate with the authority being exercised and duties being
performed by Executive immediately before the Effective Date. However, if the Company and
Executive agree, the authority and duties of the Executive may be changed without affecting
Executive’s rights under this Agreement.



          (b) Place of Employment. Executive’s services shall be performed at the location
where Executive was employed immediately before the Effective Date. However, if the Company and
Executive agree, the location of Executive’s employment may be changed without affecting
Executive’s rights under this Agreement.



          (c) Working Facilities and Support Staff. Executive is entitled to an office of a
size and with furnishings and other appointments at least equal to those provided to Executive
before the Effective Date. Executive is entitled to secretarial and other assistance, and to such
other facilities, equipment, and supplies at least equal to those provided to Executive before the
Effective Date.



          (d) Expenses Generally. Executive is entitled to receive prompt reimbursement for all
reasonable expenses incurred by Executive. Reimbursement shall be made in accordance with the
Company’s policies and procedures in effect on the Effective Date or as amended prior to a Control
Change Date.



          (e) Meetings, Conventions, and Seminars. Executive is encouraged to attend seminars,
professional meetings and conventions, and educational courses that are reasonably related to
Executive’s employment with the Company. The cost of travel, tuition or registration, food, and
lodging for attending those activities shall be paid by the Company. Other costs shall be paid by
Executive, unless the Company authorizes those costs. If such other costs are authorized expenses,
Executive shall be reimbursed after satisfying the Company’s policies and procedures for such
reimbursement.



          (f) Promotional Expenses. Executive is encouraged to incur reasonable expenses for
promoting the Company’s business. Such promotional expenses include travel, entertainment
(including memberships in social and athletic clubs), professional advancement, and community
service expenses. Executive agrees to bear those expenses except to the extent that those expenses
are incurred at the Company’s specific direction or those expenses are specifically authorized by
the Company as expenses that the Company may pay directly or indirectly through reimbursement to
Executive.



          (g) Outside Activities. Executive may (i) serve on corporate, civic, or charitable
boards or committees; (ii) deliver lectures, fulfill speaking engagements, or teach at educational
institutions; and (iii) manage personal investments, provided that such activities do not
materially interfere with the performance of Executive’s responsibilities for the Company. To the
extent that any such activities have been conducted by Executive before the Effective Date, such
prior conduct of activities and any subsequent conduct of activities similar in nature and scope
shall not be deemed to interfere with the performance of Executive’s responsibilities for the
Company.



          (h) Compensation and Benefits. Executive’s compensation and benefits shall be the
same as those in effect on the Effective Date, subject to periodic review and adjustment by the
Company or as amended prior to a Control Change Date.



               As of the Effective Date, Executive’s compensation includes, but is not limited to, the
following: (i) a base salary of $116,900; (ii) incentive compensation pursuant to the Company’s



3









 




Management Incentive Plan; (iii) deferred compensation pursuant to the Company’s Deferred
Compensation Plan; (iv) participation in the Lexington State Bank Employees Savings Plus Plan; (v)
participation in the Lexington State Bank Employees Pension Plan; (vi) participation in the
Company’s 1996 Omnibus Stock Incentive Plan; and (vii) participation in the 1989 Employee Stock
Option Plan of Piedmont Bancshares Corporation (that the Company assumed in connection with its
merger on August 11, 1997 with Old North State Bank), to the extent of the stock options granted
thereunder prior to the Effective Date, which stock options shall remain outstanding and
exercisable according to the terms and conditions set forth therein.




               As of the Effective Date, Executive’s benefits include, but are not limited to, the following:
(i) group life, accidental death and dismemberment, long-term disability, and medical insurance;
(ii) paid vacation and holidays; and (iii) sick leave.



               This Section 3(h) does not change the terms of any compensation arrangement, benefit program
or benefit plan maintained by the Company and does not give Executive any additional vested
interest in any compensation or benefit to which Executive is not already entitled under any such
program or plan on the Effective Date.



     4. Terms of Employment On and After a Control Change Date.



          (a) General. During the Employment Period and thereafter, the terms and conditions of
Executive’s employment, as described in Section 3, shall continue in effect, except that such terms
and conditions are fixed as of the day before a Control Change Date and Executive’s compensation
and benefits are governed by Section 4(b).



          (b) Compensation and Benefits. During the Employment Period and thereafter, the
Company shall (i) continue to pay Executive an annual base salary not less than Executive’s annual
base salary on the day before a Control Change Date, (ii) pay Executive during each successive
twelve-month period beginning on a Control Change Date incentive compensation in amounts not less
in amount that those paid to Executive during the twelve-month period preceding the day before a
Control Change Date, and (iii) continue all compensation and employee benefit plans and programs,
including all compensation, plans and benefits described in Section 3(h) of this Agreement, at
levels in effect on the day before a Control Change Date (to the extent practicable and subject to
such reductions as may be required to maintain such plans in compliance with applicable
nondiscrimination and other federal laws regulating employee benefit plans and programs) or pay
Executive an amount necessary to provide essentially comparable benefits (assuming, in the case of
insured benefits, that Executive is then insurable at standard rates).



     5. Disability or Death of Executive.



          (a) Termination of Employment on Disability. The Company, pursuant to a resolution
duly adopted by the Board, may terminate this Agreement if Executive becomes Disabled by giving
Executive written notice of its intention to terminate Executive’s employment, subject to the terms
and conditions specified in the notice. If Executive becomes Disabled and does not return to the
performance of his duties for the Company in accordance with the terms and conditions set forth in
the notice, Executive’s employment with the Company shall terminate (the “Disability Effective
Date”). For purposes of this Agreement, “Disabled” has the meaning set forth under the Long Term
Disability Plan of Lexington State Bank or any successor plan or amendment to such Plan. If
Executive’s employment is terminated because Executive is Disabled, Executive will not receive any
Continued Compensation under this Agreement but is entitled, after the Disability Effective Date,
to receive disability and other benefits on a basis comparable to those provide by the Company to
disabled employees and their families in



4









 




accordance with such plans, programs, and policies relating to Executive’s disability, if any,
as in effect on the Effective Date or as amended thereafter.




          (b) Termination of Employment on Death. If Executive dies, this Agreement shall
automatically terminate as of the date of death of the Executive. If Executive’s employment is
terminated because the Executive dies, Executive will not receive any Continued Compensation under
this Agreement but is entitled, after the date of death, to receive death and other benefits on a
basis comparable to those provided by the Company to deceased employees and their families in
accordance with such plans, programs, and policies relating to Executive’s death, if any, as in
effect on the Effective Date or as amended thereafter.



     6. Liquidated Damages Upon Termination of Employment Other Than By Disability or
Death.



          (a) General. Executive is entitled to receive Continued Compensation according to the
remaining provisions of this Section 6 if Executive’s employment with the Company terminates
because of an event described in Section 6(b) or 6(c). If Executive’s employment terminates and an
event described in Section 6(b) or 6(c) has not occurred, Executive is not entitled to any
Continued Compensation under this Section 6. If Executive’s employment terminates before a Control
Change Date and if Executive reasonably demonstrates that such termination of employment was taken
at the request of a third party who had taken steps reasonably calculated to effect a Change of
Control or otherwise arose in connection with or anticipation of a Change of Control, then for
purposes of this Agreement, the Executive’s employment shall be treated as if it had terminated
during the Employment Period.



          (b) Termination by the Company. Subject to the conditions of Section 7(c), Executive
is entitled to receive Continued Compensation if Executive’s employment is terminated by the
Company without cause (“cause” being limited to Executive’s acts of theft, embezzlement, fraud, or
moral turpitude involving or negatively affecting the Company).



          (c) Voluntary Termination. Subject to the conditions of Section 7(c), Executive is
entitled to receive Continued Compensation if Executive voluntarily terminates employment after (i)
Executive does not receive salary increases, incentive compensation, stock options and other
benefits comparable to that which Executive received in prior years or, if greater, that other
executives in comparable positions in comparable companies receive in the current year; or (ii)
Executive’s salary, incentive compensation, stock options or other benefits are reduced and such
reduction is not consistent with reductions for executives in comparable positions with comparable
companies; or (iii) Executive’s status, title(s), office(s), working conditions, or management
responsibilities are diminished (other than changes in reporting or management responsibilities
required by applicable federal or state law); or (iv) Executive’s place of employment is changed in
any way without Executive’s consent. Executive will be entitled to receive Continued Compensation
on account of his voluntary termination under this Section 6(c) only if such voluntary termination
occurs within six months after an event described in (i), (ii), (iii), or (iv) above, or within six
months after the last in a series of such events.



          (d) Continued Compensation. If Executive’s employment terminates before a Control
Change Date or after the Employment Period because of an event described in Section 6(b) or 6(c),
subject to the conditions of Section 7(c), Continued Compensation equal to Executive’s Base Period
Income shall be paid in twelve equal monthly installments. If Executive’s employment terminates
during the Employment Period because of an event described in Section 6(b) or 6(c), subject to the
conditions of Section 7(c), Continued Compensation equal to three times Executive’s Base Period
Income shall be paid in thirty-six equal monthly installments. Continued Compensation payments to
Executive shall commence on the first day of the month following Executive’s termination of
employment with the Company because of an event described in Section 6(b) or 6(c) and shall
continue on the first day of each



5









 




month thereafter until paid in full, subject to receipt by the Company of notification from
the Accounting Firm (defined below) of its determination regarding the reduction, if any, of
Continued Compensation according to Section 6(g).




          (e) Base Period Income. Executive’s Base Period Income shall equal his annual base
salary as of his termination date, plus an amount equal to the incentive compensation awarded to or
accrued for Executive for the fiscal year immediately prior to the fiscal year in which Executive’s
termination date occurs (but in no event shall such amount be less than the incentive compensation
amount required to be paid during the Employment Period under Section 4(b)(ii) if the Executive’s
employment terminates during the Employment Period). Amounts of such base salary and incentive
compensation that Executive has elected to defer during the relevant period shall be included in
Base Period Income.



          (f) Other Payments or Benefits. In addition to any payments provided under this
Agreement or under any other arrangement between the Company and Executive, Executive shall be
entitled on termination of employment to (i) any cash or property due him as a result of the
exercise of a stock option granted under the Company’s 1996 Omnibus Stock Incentive Plan or a
successor plan or the 1989 Employee Stock Option Plan of Piedmont Bancshares Corporation (that the
Company assumed in connection with its merger of August 11, 1997 with Old North State Bank) or
under any other incentive, benefit or compensation plan of the Company, (ii) any payments or
benefits due him, whether or not “parachute payments” as defined in Section 280G of the Internal
Revenue Code of 1986, as amended (the “Code”) (but subject to Section 6(g)), including amounts that
Executive is entitled to receive under Company maintained tax-qualified plans and any health care
coverage under Company maintained welfare plans for which Executive pays the cost, and (iii) only
on termination of employment other than on account of disability or death, an office of a size and
furnishings and exclusive secretarial assistance at least equal to that provided Executive prior to
termination of employment and Company-paid out-placement services, each for one year after the
termination of Executive’s employment.



          (g) Certain Reduction of Continued Compensation.



               (i) For purposes of this Section 6(g),



                    (A) A “Payment” means any amount that, if paid, would be a payment or distribution in the
nature of compensation to or for the benefit of Executive, whether paid or payable pursuant to this
Agreement or otherwise;



                    (B) “Continued Compensation” means a Payment paid or payable pursuant to Section 6(d)
(calculated as if there were no reduction of Continued Compensation according to this Section
6(g));



                    (C) “Net After Tax Receipts” means the Present Value of a Payment net of all taxes imposed on
Executive with respect to that Payment under Sections 1 and 4999 of the Code, determined by
applying the highest marginal rate under Section 1 of the Code that applied to Executive’s taxable
income for the immediately preceding taxable year;



                    (D) “Present Value” means the value determined in accordance with Section 280G(d)(4) of the
Code; and



                    (E) “Reduced Amount” means the smallest aggregate amount of all Payments that (1) is less than
the sum of all Payments and (2) results in aggregate Net After Tax Receipts



6









 




that are equal to or greater than the Net After Tax Receipts that would result if the
aggregate Payments were any other amount less than the sum of all Payments.




               (ii) Notwithstanding any other Section of this Agreement, if the accounting firm that is
engaged to audit the Company’s financial statements (the “Accounting Firm”) determines that receipt
of all Payments would subject Executive to tax under Section 4999 of the Code, it shall determine
whether some amount of Payments would meet the definition of a “Reduced Amount.” If the Accounting
Firm determines that there is a Reduced Amount, one or more Payments shall be reduced to that
Reduced Amount, but not below zero. If any reduction of Payments is required by the preceding
sentence, (A) Payments other than Continued Compensation shall be reduced first, and (B) Continued
Compensation shall be reduced in a manner that shortens the period over which Continued
Compensation is paid (and, thus, the number of monthly installments payable) but does not reduce
the amount of a monthly installment that would be paid but for this Section 6(g).



               (iii) If the Accounting Firm determines that one or more Payments should be reduced to the
Reduced Amount, the Company shall promptly notify Executive of that determination, sending a copy
of the detailed calculations by the Accounting Firm. All determinations made by the Accounting
Firm under this Section 6(g) are binding upon the Company and Executive and shall be made within
sixty days after Executive’s employment termination, unless reasonable cause requires an extension
of time. The Accounting Firm shall furnish written notice to the Company and Executive of any
required extension before the end of the sixty-day period; but the Accounting Firm shall make its
determinations under this Section as soon as possible and not later than six months after
Executive’s employment terminates.



               (iv) It is the intention of the Company and Executive to reduce one or more Payments only if
the aggregate Net After Tax Receipts to Executive would be increased by that reduction. However,
it is possible that, as a result of uncertainty in the application of Section 4999 of the Code at
the time of the initial determination by the Accounting Firm under this Section, amounts shall have
been paid or distributed under this Agreement to or for the benefit of Executive, which amounts
should not have been so paid or distributed (“Overpayment”), or that additional amounts not paid or
distributed under the Plan to or for the benefit of Executive could have been so paid or
distributed (“Underpayment”), in each case, consistent with the calculation of the Reduced Amount.
If the Accounting Firm, based either upon the assertion of a deficiency by the Internal Revenue
Service against the Company or Executive, which assertion the Accounting Firm believes has a high
probability of success, or based upon controlling precedent or other substantial authority,
determines that an Overpayment has been made, any such Overpayment shall be treated for all
purposes as a loan to Executive, which loan Executive shall repay to the Company on terms
acceptable to Executive and the Company together with interest at the applicable federal rate under
Section 7872(f)(2) of the Code; provided, however, that no such loan shall be deemed to have been
made and no amount is payable by Executive to the Company if and to the extent such deemed loan and
payment would not either reduce the amount on which Executive is subject to tax under Section 1 or
4999 of the Code or generate a refund of such taxes. If the Accounting Firm, based upon
controlling precedent or other substantial authority, determines that an Underpayment has occurred,
the Accounting Firm shall promptly notify the Company of the amount of the Underpayment. The
Company shall take action to address the Underpayment in a manner that as nearly as possible
restores Executive to the position he would have been in if there had been no Underpayment.



     7. Executive Covenants.



          (a) Confidential Information. Executive shall hold in a fiduciary capacity for the
benefit of the Company all secret or confidential information, knowledge, or data relating to the
Company and its business, which is obtained by Executive during Executive’s employment by the
Company and



7









 




which is not public knowledge (other than by acts by Executive or his representatives in
violation of this Agreement). After the termination of Executive’s employment with the Company,
Executive shall not, without the Company’s prior written consent, communicate or divulge any such
information, knowledge, or data to anyone other than the Company and those designated by it to
receive such information, knowledge, or data except pursuant to an order of a court or governmental
agency. In no event may an asserted violation of this Section 7(a) constitute a basis for
deferring or withholding any amounts otherwise payable to Executive under this Agreement.




          (b) Records and Files. All records and files concerning the Company or the Company’s
customers belong to and shall remain the property of the Company.



          (c) Covenant Not to Compete.



               (i) Executive agrees that if his employment terminates for any reason other than when he
becomes Disabled or dies, then during the period in which Executive is entitled to Continued
Compensation under Section 6 of this Agreement, he shall not serve as an employee of, or become a
director of, or render advisory or other services for, or in connection with, or make any financial
investment in excess of 5% of the outstanding capital stock of a bank or other financial
institution that has a banking office in Forsyth County, North Carolina, counties contiguous to
Forsyth County, North Carolina, or counties in which the Company has a banking office on the date
of termination of Executive’s employment. Executive further agrees that during the period in which
Executive is entitled to Continued Compensation under Section 6, he shall not actively induce any
Company employee to terminate employment with the Company in favor of promised or prospective
employment with or on behalf of Executive or Executive’s post-termination employer.



               (ii) Executive agrees and acknowledges that any breach of the covenants contained in this
Section 7(c) shall cause irreparable injury to the Company, and that the remedy at law for any such
breach shall be inadequate, and that the Company shall be entitled to appropriate equitable relief.



               (iii) The covenants contained in this Section 7(c) shall inure to the benefit of the Company
and its affiliated employers and subsidiaries and their successors.



               (iv) The restrictions contained in this Section 7(c) are considered by the parties hereto to
be fair and reasonable and necessary for the protection of the legitimate business interests of the
Company.



               (v) Notwithstanding Sections 3, 4 or 6, if Executive violates this Section 7(c), any unpaid
Continued Compensation shall immediately be forfeited as of the date of any violation.



     8. Legal Fees and Expenses. The Company shall pay all legal fees and expenses, if
any, incurred by Executive in obtaining, enforcing, or defending any right or benefit provided by
this Agreement, whether successful or not. Payments under this Section are not Continued
Compensation and are not subject to reduction under any other Section of this Agreement.



     9. Governing Law. This Agreement and performance hereunder and all suits, actions
and other proceedings hereunder shall be construed in accordance with and under and pursuant to the
laws of the State of North Carolina, (except its choice of law provisions to the extent that they
would require the application of the laws of a state other than the State of North Carolina), and
in any suit, action or other proceeding that may be brought arising out of, in connection with, or
by reason of this Agreement, the laws of the State of North Carolina (except its choice of law
provisions to the extent that they would



8









 




require the application of the laws of a state other than the State of North Carolina) shall
be applicable and shall govern to the exclusion of the law of any other forum, without regard to
the jurisdiction in which any suit, action or other proceeding may be instituted.




     10. Amendment. This Agreement may not be amended except by the written agreement of
Executive and the Company (with the Company acting by adoption of a resolution by the Board
recommended by the Committee).



     11. Binding Effect. The parties agree that this Agreement is enforceable under the
laws of the State of North Carolina. This Agreement is binding on the Company, its successors, and
assigns and on Executive and his personal representatives; and the Company will not consolidate or
merge into or with another corporation, or transfer all or substantially all of its assets to
another corporation (the “Successor Corporation”) unless the Successor Corporation shall assume
this Agreement, and upon such assumption, Executive and the Successor Corporation shall become
obligated to perform the terms and conditions of this Agreement. This Agreement inures to the
benefit of and is enforceable by Executive’s personal or legal representatives, executors,
administrators, successors, heirs, distributees, devisees, and legatees. If Executive dies while
any amounts are payable under this Agreement, all such amounts, unless otherwise provided, shall be
paid in accordance with the terms of this Agreement to Executive’s spouse, or if none, to his
devisee, legatee, or other designee or, if there be no such designee, to his estate.



     12. Notice. For purposes of this Agreement, notices and all other communications
shall be in writing and are effective when delivered or mailed by United States registered mail,
return receipt requested, postage prepaid, addressed to Executive or his personal representative at
his last known address. All notices to the Company shall be directed to the attention of the
Chairman of the Board. Such other addresses may be used as either party may have furnished to the
other in writing. Notices of change of address are effective only upon receipt.



     13. Miscellaneous. No provision of this Agreement may be modified, waived, or
discharged unless such waiver, modification, or discharge is agreed to in writing signed by
Executive and the Company. A waiver of any breach of or compliance with any provision or condition
of this Agreement is not a waiver of similar or dissimilar provisions or conditions. The
invalidity or unenforceability of any provision of this Agreement does not affect the validity or
enforceability of any other provision of this Agreement, which remains in full force and effect.



     14. No Assignment. Executive may not assign, alienate, anticipate, or otherwise
encumber any rights, duties, or amounts that he might be entitled to receive under this Agreement.



     The parties have executed this Agreement effective as of the 24th day of December, 1997.



	 	 	 	 	 	 	 
	 	 	LSB BANCSHARES, INC.
	 
	 	 	 	 	 	 
	 	 	/s/ Robert F. Lowe 
	

	 	By:
	 	ROBERT F. LOWE	 	 
	

	 	Its:
	 	President	 	 
	 
	 	 	 	 	 	 
	 	 	NICHOLAS A. DAVES
	 
	 	 	 	 	 	 
	 	 	/s/ Nicholas A. Daves 






9