NOTICE: THIS CONTRACT IS SUBJECT TO ARBITRATION PURSUANT
TO THE SOUTH CAROLINA UNIFORM ARBITRATION ACT
AMENDED CHANGE OF CONTROL AGREEMENT
This Amended Change of Control Agreement is entered into as of
day of December, 2007 by and between Cornerstone Bancorp (the
"Company") and Ben
L. Garvin (the "Executive").
WHEREAS, on June 8, 2004, the Company and the Executive entered
Change of Control Agreement (the "Agreement"); and
WHEREAS, the Company and the Executive desire to amend the
compliance with the recently enacted Internal Revenue Code
Section 409A and
associated federal regulations.
NOW, THEREFORE, in consideration of the premises and of
previously provided to the Company by the Executive, and
to continue employment with the Company, and other good and
consideration, the receipt and sufficiency of which are hereby
Company and Executive, intending to be legally bound, agree as
The principal purpose of this agreement is to protect Executive
a Change of Control of the Company as defined in Item 1 below.
however, an employee at will, and this agreement is not an
and shall not create for Executive any right to continued
1. In the event that, within five years after June 8, 2004, any
Control (as defined below) of the Company is effected, then
Executive shall be
entitled to the following benefits:
(a) A lump sum payment equal to two times the Executive's annual
salary in effect at the effective date of the Change of Control.
payment shall be made within five business days following such
(b) If, however, the amount of any lump-sum payment in (a)
any other amount treated as a parachute payment under Section
the Internal Revenue Code equals or exceeds three times the