SECOND AMENDMENT TO AMENDED AND RESTATED AGREEMENT
This Second Amendment to Amended and Restated Agreement Respecting
Employment ("Second Amendment") dated as of the 17th day of December 1999, is
made and entered into by and between NATIONAL COMMERCE BANCORPORATION, a
Tennessee Corporation ("NCBC"), and THOMAS M. GARROTT ("Employee") and amends
certain provisions of the Amended and Restated Agreement Respecting Employment
by and between the National Bank Of Commerce ("NBC"), NCBC and Employee dated as
of September 1, 1993 (the "Employment Agreement").
WHEREAS, by an Assignment Agreement dated the 17th day of December, 1999,
NBC, with the consent of the Employee, assigned all of its rights and
responsibilities under the Employment Agreement to NCBC, and NCBC assumed all of
the rights and responsibilities of NBC under the Employment Agreement; and
WHEREAS, NCBC and Employee have determined that it is in the best interest
of the parties to amend the Employment Agreement to modify certain provisions.
NOW, THEREFORE, for valuable considerations, the receipt of which are
hereby acknowledged, the parties hereto agree as follows:
1. Section 4(C)(iii) is hereby amended by deleting "November 3, 1999" in
the second line and inserting in lieu thereof "May 3, 2001".
2. In consideration of Employee extending the date from November 3, 1999,
to May 3, 2001 upon which Employee may elect to be employed on part-
time status, employee shall be paid a lump sum payment in the amount
of $2,296,998.00. It is further provided, however, that in the event
of the termination of employment of Employee under Section 4(A)(i),
4(A)(ii) or 4(C)(iv) of the Employment Agreement, Employee agrees to
return to NCBC a pro rata portion of the $2,296,998.00 lump sum
payment. The pro rata amount of said lump sum payment to be returned
shall be determined based on the days remaining from the date of
termination of employment of Employee to the end of the 18 month
period from November 3, 1999, to May 3, 2001.
3. Section 4(D)(viii) of the Employment Agreement in hereby amended by
adding the following to the end of such section:
On an after the termination of this Employment Agreement and
Employee's retirement as an employee of NCBC or on and after the
termination of this Agreement by the election of Employee to take a
lump sum payment upon a change in control as provided in this
Employment Agreement in Section D, NCBC agrees to provide to Employee
until such time as Employee reaches age 70 with either the same or, at
NCBC's election, at a different location within the same general
geographic area, alternate office space, furnishings, facilities,
reserved parking, supplies, services, equipment, secretarial and
administrative assistance that are in each case at least commensurate
with the size and quality of that which are provided to the other
principal executive officers of NCBC. NCBC and Employee may mutually
agree upon an equivalent monthly cash allowance in lieu of the
Employment being provided
all or any part of these items. NCBC shall have no obligation to
provide for or furnish these items if (i) the Employee has obtained a
full time position with another company or organization, and (ii) such
items are being furnished or provided for in comparable fashion by
such other company or organization.
4. Except as expressly modified hereby, the terms and provisions of the
Employment Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have caused this Second Amendment to be
duly executed and delivered as of the date first above written.
/s/ Thomas M. Garrott
Thomas M. Garrott, Employee
NATIONAL COMMERCE BANCORPORATION
BY: /s/ Thomas C. Farnsworth, Jr.
Thomas, C. Farnsworth, Jr. Director