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
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,