Employment Agreement (2010)Full Document 

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                              EMPLOYMENT AGREEMENT


     This Employment Agreement (the "Agreement") is made effective as of May 12,
2010 (the "Effective Date"), by and between Atlantic Coast Bank (the "Bank") and
Thomas B. Wagers, Sr. (the  "Executive"),  and supersedes and replaces the prior
employment  agreement dated January 1, 2010.  References herein to the "Company"
mean Atlantic Coast Federal Corporation,  which owns 100% of the common stock of
the Bank.  The Company is a signatory to this  Agreement for the sole purpose of
guaranteeing the Bank's performance  hereunder.  Any reference to the "Employer"
shall mean both the Company and the Bank.

     WHEREAS,  the Executive was previously  employed as Chief Operating Officer
of the  Employer  and is currently  employed as Chief  Financial  Officer of the
Employer; and

     WHEREAS,  Executive  is  willing  to serve  the  Employer  on the terms and
conditions hereinafter set forth; and

     NOW, THEREFORE,  in consideration of the mutual covenants herein contained,
and upon the other terms and conditions hereinafter provided, the parties hereby
agree as follows:

1.   POSITION AND RESPONSIBILITIES.

     During  the  term of this  Agreement,  Executive  agrees  to serve as Chief
Financial Officer of the Bank (the "Executive  Position"),  and will perform all
duties and will have all powers  associated  with such  position as set forth in
the job description for such Executive  Position as established by the Employer.
During the term of the Agreement, Executive also agrees to serve, if elected, as
an officer  and/or  director of any  subsidiary  or affiliate of Employer and in
such capacity carry out such duties and responsibilities  reasonably appropriate
to that office.

2.   TERM AND DUTIES.

     (a) Three Year Contract; Annual Renewal. The term of Executive's employment
under this Agreement  shall commence as of the Effective Date and shall continue
thereafter for a period of three (3) years.  Commencing on the first anniversary
date  of  this  Agreement  (the  "Anniversary  Date")  and  continuing  on  each
Anniversary  Date  thereafter,  the term of this  Agreement  shall  renew for an
additional  year such that the remaining  term of this Agreement is always three
(3) years  provided,  however,  that in order for the  Agreement  to renew,  the
disinterested  members of the Board of Directors of the Bank (the  "Board") must
take the following actions prior to each non-renewal notice period (as described
in the next  sentence):  (i) at least  sixty (60) days prior to the  Anniversary
Date, conduct a comprehensive performance evaluation and review of Executive for
purposes of determining whether to extend the Agreement;  and (ii) affirmatively
approve the renewal or  non-renewal  of the  Agreement,  which decision shall be
included  in the  minutes  of the  Board's  meeting.  If the  decision  of  such
disinterested members of the Board is not to renew the Agreement, then the Board
shall provide the Executive with a written  notice of non-renewal  ("Non-Renewal
Notice")  at least  thirty  (30) days and not more than sixty (60) days prior to
any  Anniversary  Date,  such that this Agreement  shall terminate at the end of
twenty-four (24) months following such Anniversary Date.





     (b) Termination of Agreement.  Notwithstanding  anything  contained in this
Agreement to the  contrary,  either  Executive  or the  Employer  may  terminate
Executive's  employment  with the  Employer  at any time during the term of this
Agreement, subject to the terms and conditions of this Agreement.

     (c)  Continued  Employment  Following  Termination  of  Employment  Period.
Nothing  in  this  Agreement   shall  mandate  or  prohibit  a  continuation  of
Executive's  employment  following the expiration of the term of this Agreement,
upon such terms and conditions as the Employer and Executive may mutually agree.

     (d) Duties;  Membership  on Other  Boards.  During the  Employment  Period,
except  for  periods of  absence  occasioned  by  illness,  reasonable  vacation
periods,  and  reasonable  leaves of  absence  approved  by the Chief  Executive
Officer,  Executive shall devote substantially all his business time, attention,
skill, and efforts to the faithful performance of his duties hereunder including
activities and services related to the organization, operation and management of
the Employer;  provided, however, that, with the approval of the Chief Executive
Officer,  Executive may serve,  or continue to serve, on the boards of directors
of, and hold any other offices or positions in,  business  companies or business
organizations,  which,  in the  Chief  Executive  Officer's  judgment,  will not
present any conflict of interest  with the Employer,  or  materially  affect the
performance of Executive's duties pursuant to this Agreement it being understood
that  membership in and service on boards or  committees  of social,  religious,

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