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                                                                    Exhibit 10-2



         This   Amended and Restated   Agreement   (as amended and   restated,   this
"Agreement") is entered into as of the 7th day of December, 2007, by and between
COMMUNITY BANKSHARES,   INC. together with its subsidiaries (the "Company"),   and
William W. Traynham (the "Employee").


         A. The Company and the Employee entered into an Employment Agreement as
of February 15, 2005 (the "Original Agreement").

         B. The Company   wishes to continue to employ   Employee as an   executive
officer and to assure the Employee's   continued employment with the Company, and
the Employee has agreed to continue to accept such employment.

         C. The Company and the Employee   continue to mutually desire that their
employment   relationship   be set forth   under the terms of a written   employment

         D. The Company and the Employee desire to amend the Original   Agreement
in compliance   with Internal   Revenue Code Section 409A and   associated   federal

         In   consideration   of the   foregoing   and of the   promises   and   mutual
agreements   set forth   below,   and other good and   valuable   consideration,   the
receipt and sufficiency of which are hereby acknowledged,   the parties hereto do
hereby agree to amend and restate the Original Agreement as follows:

         1.   Employment.   The   Company   agrees to employ the   Employee,   and the
Employee agrees to accept employment and to serve the Company,   on the terms and
conditions set forth herein.

         2. Term of   Employment.   The employment of the Employee by the Company,
as provided under Section 1 hereof, commenced on February 15, 2005 and shall end
on   February   15, 2008 (the "Term of   Employment")   unless   further   extended in
writing   with   express   reference   to this   Agreement   or sooner   terminated   as
hereinafter   provided.   Commencing   on   February   15,   2008,   and on each annual
anniversary   thereafter,   the Term of Employment shall automatically be extended
for an additional year unless 90 days prior to the anniversary the Company gives
notice to the Employee that the Term of Employment will not be extended.   Except
as otherwise provided expressly herein, the provisions of this Agreement related
to Employee's employment will not apply after the Term of Employment has expired
and any continuing employment of the Employee thereafter will be at-will and not
subject to the terms and conditions of this Agreement.


          3. Position and Duties.   The Employee shall serve on a full-time   basis
as   President   and Chief   Financial   Officer of the   Company   and shall have the
authority   and   be   responsible   for   general   oversight   of the   financial   and
operational    matters   of   the    Company   and   shall    assume   such    additional
responsibilities   and   authority   as may from time to time be assigned to him by
the Chief   Executive   Officer of the   Company.   The Employee   shall   perform his
responsibilities and duties in the best interests of the Company.

         4. Place of Performance.   In connection with the Employee's   employment
hereunder,   the Employee   shall be based   initially at the   Company's   corporate
headquarters located in Orangeburg, South Carolina, subject to reasonable travel
or   relocation as necessary to the carry out the business of the Company and his
duties hereunder.

         5.   Compensation   and   Benefits.   In   consideration   of the   Employee's
performance of his duties hereunder, the Company shall provide the Employee with
the following compensation and benefits during the Term of Employment hereunder.

                  a. Base Salary. The Company shall pay Employee at a minimum, a
         per annum base salary of $160,125.   During the Term of Employment under
         this Agreement, the Chief Executive Officer of the Company periodically
         will review and may increase   (but not decrease)   the   Employee's   base
         salary rate, all in accordance with the Company's salary administration
         policies and procedures in effect from time to time, and each change in
         the base salary amount listed in this Section shall become the new base
         salary amount.   Base salary shall be payable in equal   installments   in
          arrears on the last day of the month or on such other payroll   schedule
         as is used by the Company for other   employees.   The Company shall have
         no   obligation   to   increase   the   Employee's   base   salary rate at any
         particular   time or in any   particular   amount,   and any such   increase
         shall be in the sole and   absolute   discretion   of the Chief   Executive
         Officer of the Company.

                  b. Bonus and Incentive Compensation.   The Company shall pay to
         the   Employee   with respect to each   subsequent   fiscal year during the
         Term of   Employment   hereunder,   such cash   bonus,   if any, as shall be
         determined   pursuant to a bonus plan   adopted by the Board of Directors
         of the Company for key employees. Any such bonuses shall be paid on the
         15th day of the third month   following   the end of the calendar year in
         which such bonus is earned. In addition,   and without diminution of any
         other   compensation   or benefit   provided   for in this   Agreement,   the
         Employee may be given the opportunity to participate in other incentive
         compensation    plans   that   may   be   adopted   by   the   Company,    which
         participation   opportunity   may be offered to the   Employee in the sole
         discretion of the Board of Directors of the Company.

                  c.   Country   Club and Civic Club Dues.   The Company   shall pay
         reasonable dues on behalf of the Employee for one country club approved
         by the Board of the   entity of which the   Employee   is an   officer   and
         shall pay reasonable dues for civic organizations to which the Employee
         belongs   for the   benefit   of the   entity of which the   Employee   is an
          officer and which have been approved by the Board of such entity.


                  d. Deferred   Compensation.   The Employee   shall be entitled to
         participate   in the   Company's   401(k) Plan and the Company shall match
         100% of the first 3% of salary that the Employee defers each year.

                  e. Health and Dental   Insurance.   The Company will provide the
         Employee with health and dental insurance coverage on the same basis as
         such coverage is provided for other executive officers of the Company.

                  f. Expenses.   The Company shall reimburse the Employee for all
         proper and reasonable   out-of-pocket   expenses incurred by the Employee
          in his performance of services   hereunder,   including all such expenses
         of travel and living   expense   while away from home on   business of the
         Company and mileage for   out-of-town   business   use of his   automobile,
         provided    that   such   expenses   are   incurred   and   accounted   for   in
         accordance with the regular policies and procedures   established by the
         Company from time to time.

                  g.   Vacations.   The Employee shall be entitled to a minimum of
         15 vacation days in each calendar year, as well as to all paid holidays
         provided   by the Company to its   employees.   The   Employee   will not be
         entitled to any additional pay for unused vacation.

                  h. Other Benefits.   The Employee shall be entitled to share in
         any other employee   benefits   generally   provided by the Company to its
         most highly ranking executives for so long as the Company provides such
         benefits.   The Employee   shall also be entitled to   participate   in all
         other benefits accorded generally to Company employees.

         6. Compensation and Benefits in the Event of Termination.   In the event
of the   termination   of the   Employee's   employment   by   the   Company   or by the
Employee during the term of this Agreement,   compensation   and benefits shall be
paid as set forth below.

                  a. Definitions.   For purposes of this Agreement, the following
         terms shall have the meanings indicated:

                           (i) "Cause" shall mean:

                                    (A) the breach by Employee   of any   material
                           provision of this   Agreement,   provided   that Company
                           gives the Employee   written notice of such breach and
                           such   breach is not   cured   within   thirty   (30) days

                                    (B) the willful and continued failure by the
                            Employee to   substantially   perform his duties   under
                           this Agreement   (other than the Employee's   inability
                           to perform, with or without reasonable accommodation,
                           resulting   from his   incapacity   due to   physical   or
                           mental   illness   or   impairment),   after a demand for
                           substantial   performance   is   delivered to him by the
                           Company,   which demand   specifically   identifies   the
                           manner in which the   Employee   is alleged to have not
                           substantially performed his duties;


                                     (C) the willful   engaging by the Employee in
                           misconduct (criminal,   immoral or otherwise) which is
                           materially injurious to the Company, its subsidiaries
                           or     their     respective     officers,      directors,
                           shareholders,   employees, or customers, monetarily or

                                    (D) the Employee's conviction of a felony;

                                     (E)   the   commission   in the   course   of the
                           Employee's    employment    of    an    act    of    fraud,
                           embezzlement,   theft   or   proven   dishonesty,   or any
                            other illegal act or practice, which would constitute
                           a   felony,   (whether   or not   resulting   in   criminal
                           prosecution or conviction),   or the commission of any
                           act or   practice   which   resulted   in the   Employee's
                           becoming   unbondable   under the   Company's   "banker's
                           blanket bond;" or

                                    (F)   the    suspension    or   removal   of   the
                            Employee, or the issuance of an order prohibiting the
                           Employee from   associating with the Company or any of
                           its    subsidiaries,    by   federal   or   state   banking
                            regulatory   authorities acting under lawful auth  

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