EMPLOYMENT AGREEMENT



         This Agreement (the "Agreement") is made and entered into effective as

of the 19th day of April, 2000 by and between First Charter Corporation ("First

Charter") a North Carolina corporation, and Stephen M. Rownd ("Executive"), an

individual residing in Cabarrus County, North Carolina;



         WHEREAS, Executive is a valued Executive of First Charter and its

wholly owned subsidiary, First Charter National Bank (the "Bank"), and in order

to induce Executive to continue employment with First Charter and to enhance

Executive's job security, First Charter desires to enter into this employment

agreement that will provide compensation to Executive in certain events,

including but not limited to Executive's termination of employment following a

change in control of First Charter, as hereinafter provided; and



         WHEREAS, because Executive has or will become familiar with First

Charter's and the Bank's products, relationships, trade secrets and confidential

information relating to First Charter's, the Bank's and their respective

customers' business, products, processes and developments and may generate or

have generated confidential information, First Charter wishes to protect its

long-term interests by having Executive enter into certain non-disclosure and

non-competition covenants;



         NOW, THEREFORE, in consideration of the terms contained herein,

including the compensation First Charter agrees to pay to Executive upon certain

events, Executive's continued employment with First Charter, Executive's

covenants and other good and valuable consideration, the receipt and sufficiency

of which are hereby acknowledged, First Charter and Executive agree as follows:



         1. EMPLOYMENT AND DUTIES.



                  a. During the Employment Term (as defined in Section 3 below),

First Charter hereby employs Executive, and Executive hereby agrees to serve, as

Group Executive Vice President of First Charter. As such, Executive shall have

responsibilities, duties and authority reasonably accorded to, expected of, and

consistent with Executive's position as Group Executive Vice President of First

Charter and will report directly to Lawrence M. Kimbrough of First Charter.

Executive shall also perform the duties and exercise the powers and functions

that from time to time may be assigned or vested in him by the Board and/or the

Board of Directors of First Charter's subsidiaries in relation to: (i) First

Charter; and/or (ii) any subsidiary or affiliated company of First Charter,

including general responsibility for the management and operations of the Bank.

Executive hereby accepts this employment upon the terms and conditions herein

contained and, subject to Section 1.c., agrees to devote substantially all of

his business time, attention and efforts to promote and further the business of

First Charter and the Bank.



                  b. Executive shall faithfully adhere to, execute and fulfill

all lawful requests, instructions and policies made by the Board or its

authorized agent(s).



                  c. Except as specifically authorized in advance by the Board,

Executive shall not, during the Employment Term (as defined in Section 3 below),

be engaged as an employee or otherwise in any other business or commercial

activity pursued for gain, profit or other pecuniary advantage. The foregoing

limitations also shall not be construed as prohibiting Executive from making

personal investments in such form or manner as will neither require his services

in the operation or affairs of the companies or enterprises in which such

investments are made nor violate the terms of Section 3 hereof, provided,

however, that during the Employment Term (as defined in Section 3 below),

Executive may not beneficially own the stock or options to acquire stock

totaling more than 5% of the outstanding shares of any corporation or entity, or

otherwise acquire or agree to acquire a significant present or future equity or

other proprietorship interests, whether as a stockholder, partner, proprietor,

or otherwise, with any enterprise, business or division thereof, that is engaged

in Competitive Activity (as defined in Section 8 below) with First Charter

and/or the Bank.





{PAGE}   3



         2. COMPENSATION. For all services rendered by Executive during the

Employment Term (as defined in Section 3 below), First Charter shall compensate

Executive as follows:



                  a. BASE SALARY. Effective February 28, 2000, during the

Employment Term (as defined in Section 3 below), First Charter will pay

Executive a bi-monthly base salary as compensation for Executive's services

hereunder of $7,083.33, equivalent to $170,000.00 per year (the "Base Salary"),

payable on a regular basis in accordance with First Charter's standard payroll

procedures but not less than monthly, less applicable deductions required by

law. On at least an annual basis thereafter during the Employment Term (as

defined in Section 3 below), the Board will review Executive's performance and,

based upon the recommendations of the Compensation Committee, may make

adjustments to such Base Salary if, in its discretion, such adjustments are

warranted, with any such adjustments to be effective beginning January 1 of the

next following year.



                  b. BONUS. In addition to the Base Salary set forth above,

during the Employment Term (as set forth in Section 3 below) and as long as

Executive remains actively employed by First Charter, Executive may receive an

annual bonus from one or more arrangements including but not limited to the

First Charter Corporation 2000 Executive Incentive Plan (collectively, the

"Bonus"), the amount of which shall be determined in the sole discretion of the

Board. In making its determination of the amount of the Bonus, if any, to be

paid, the Board may take into account, among other things: (i) Executive's

qualifications and experience; (ii) the duties and responsibilities of

Executive; (iii) the services performed and the contributions of Executive to

the success of First Charter and/or the Bank; (iv) compensation patterns in

similar businesses for similar executives; (v) First Charter's financial

resources to pay the bonus; and (vi) such other factors as the Board shall deem

to be relevant.



                  c. EXECUTIVE PERQUISITES, BENEFITS AND OTHER COMPENSATION.

During the Employment Term (as defined in Section 3 below), Executive shall be

entitled to receive additional benefits and compensation from First Charter in

such form and to such extent as specified below:



                           i. Payment of all or a portion of premiums for

                  coverage for Executive and his dependent family members under

                  health, hospitalization, disability, dental, life and other

                  insurance plans that First Charter may have in effect from

                  time to time. Benefits provided to Executive under this

                  Section 2.c.i. will require Executive to pay the same

                  proportion of premiums for, and shall provide benefits at

                  least equal to, the benefits then provided to First Charter's

                  other executive employees.



                           ii. Reimbursement for all business travel and other

                  out-of-pocket expenses reasonably incurred by Executive in the

                  performance of his services pursuant to this Agreement. All

                  reimbursable expenses shall be appropriately documented in

                  reasonable detail by Executive upon submission of any request

                  for reimbursement, and in a format and manner consistent with

                  First Charter's expense reporting policy.



                           iii. First Charter shall provide Executive with other

                  employee perquisites as may be available to or deemed

                  appropriate for Executive by the Board and participation in

                  all other company-wide employee benefits, including but not

                  limited to, any qualified and/or nonqualified retirements

                  plans sponsored by First Charter, as such are available from

                  time to time. Such current additional perquisites are listed

                  on Schedule A, which is attached hereto and incorporated

                  herein, and may be amended from time to time in the discretion

                  of the Board.



                           iv. Schedule B, which is attached hereto and

                  incorporated herein, lists those other supplemental benefits

                  in which Executive is currently entitled to participate, and

                  may be amended from time to time with the consent of the

                  parties.





{PAGE}   4



         3. TERM OF AGREEMENT. The term of this Agreement shall begin on the

date hereof and continue for three (3) years (the "Employment Term"), and,

unless terminated sooner as hereafter provided in Section 4 below, and, until

Executive attains age sixty-two (62), shall be renewed thereafter for successive

twelve (12) month periods on the same terms and conditions contained herein in

effect as of the time of renewal, unless either party gives notice of intent to

terminate the Agreement at least ninety (90) days prior to the expiration of

said term. Notwithstanding the forgoing, however, this Agreement shall terminate

when Executive attains age sixty-five (65).



         4. TERMINATION. In addition to the provisions set forth in Section 3

above, the Employment Term shall terminate immediately upon the occurrence of

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC