Attached files

file filename
EX-10.12 - TAX SHARING AGREEMENT, EFFECTIVE AS OF MARCH 8, 2016, BETWEEN PARAGON COMMERCIAL CORPORATION AND PARAGON COMMERCIAL BANK - Paragon Commercial CORPex_1012.htm
EX-10.8.1 - AMENDED AND RESTATED SALARY CONTINUATION AGREEMENT WITH STEVEN E. CROUSE EFFECTIVE DECEMBER 27, 2013** - Paragon Commercial CORPex_1081.htm
EX-10.7.2 - AMENDMENT OF THE SALARY CONTINUATION AGREEMENT WITH MATTHEW C. DAVIS EFFECTIVE MAY 20, 2014** - Paragon Commercial CORPex_1072.htm
EX-3.2 - BYLAWS OF PARAGON COMMERCIAL CORPORATION, AS AMENDED - Paragon Commercial CORPex_32.htm
EX-24.1 - POWER OF ATTORNEY - Paragon Commercial CORPex_241.htm
EX-23.1 - CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM - Paragon Commercial CORPex_231.htm
EX-21.1 - LIST OF SUBSIDIARIES - Paragon Commercial CORPex_211.htm
EX-10.11 - ENDORSEMENT SPLIT-DOLLAR AGREEMENT WITH STEVEN E. CROUSE** - Paragon Commercial CORPex_1011.htm
EX-10.10 - ENDORSEMENT SPLIT-DOLLAR AGREEMENT WITH MATTHEW C. DAVIS** - Paragon Commercial CORPex_1010.htm
EX-10.9 - ENDORSEMENT SPLIT-DOLLAR AGREEMENT WITH ROBERT C. HATLEY** - Paragon Commercial CORPex_109.htm
EX-10.8.2 - AMENDMENT OF THE SALARY CONTINUATION AGREEMENT WITH STEVEN E. CROUSE EFFECTIVE MAY 20, 2014** - Paragon Commercial CORPex_1082.htm
EX-10.7.1 - AMENDED AND RESTATED SALARY CONTINUATION AGREEMENT WITH MATTHEW C. DAVIS EFFECTIVE DECEMBER 27, 2013** - Paragon Commercial CORPex_1071.htm
EX-10.6.2 - AMENDMENT OF THE SALARY CONTINUATION AGREEMENT WITH ROBERT C. HATLEY EFFECTIVE MAY 20, 2014** - Paragon Commercial CORPex_1062.htm
EX-10.6.1 - AMENDED AND RESTATED SALARY CONTINUATION AGREEMENT WITH ROBERT C. HATLEY EFFECTIVE DECEMBER 27, 2013** - Paragon Commercial CORPex_1061.htm
EX-10.5.2 - AMENDMENT OF THE CHANGE IN CONTROL AGREEMENT WITH MATTHEW C. DAVIS EFFECTIVE MAY 20, 2014 - Paragon Commercial CORPex_1052.htm
EX-10.5.1 - CHANGE IN CONTROL AGREEMENT WITH MATTHEW C. DAVIS EFFECTIVE MARCH 28, 2013** - Paragon Commercial CORPex_1051.htm
EX-10.4.1 - CHANGE IN CONTROL AGREEMENT WITH STEVEN E. CROUSE EFFECTIVE MARCH 28, 2013** - Paragon Commercial CORPex_1041.htm
EX-10.3.2 - FIRST AMENDMENT TO EMPLOYMENT AGREEMENT WITH ROBERT C. HATLEY EFFECTIVE OCTOBER 27, 2015** - Paragon Commercial CORPex_1032.htm
EX-10.3.1 - EMPLOYMENT AGREEMENT WITH ROBERT C. HATLEY EFFECTIVE SEPTEMBER 1, 2013** - Paragon Commercial CORPex_1031.htm
EX-10.2 - PARAGON COMMERCIAL CORPORATION EMPLOYEE STOCK PURCHASE PLAN** - Paragon Commercial CORPex_102.htm
EX-10.1 - PARAGON COMMERCIAL CORPORATION 2006 OMNIBUS STOCK OWNERSHIP AND LONG TERM INCENTIVE PLAN** - Paragon Commercial CORPex_101.htm
EX-4.1 - FORM OF COMMON STOCK CERTIFICATE - Paragon Commercial CORPex_41.htm
EX-3.1.5 - ARTICLES OF AMENDMENT OF PARAGON COMMERCIAL CORPORATION EFFECTIVE JUNE 23, 2014 - Paragon Commercial CORPex_315.htm
EX-3.1.4 - ARTICLES OF AMENDMENT OF PARAGON COMMERCIAL CORPORATION EFFECTIVE MAY 29, 2014 - Paragon Commercial CORPex_314.htm
EX-3.1.3 - ARTICLES OF AMENDMENT OF PARAGON COMMERCIAL CORPORATION EFFECTIVE FEBRUARY 5, 2009 - Paragon Commercial CORPex_313.htm
EX-3.1.2 - ARTICLES OF AMENDMENT OF PARAGON COMMERCIAL CORPORATION EFFECTIVE JUNE 30, 2008 - Paragon Commercial CORPex_312.htm
EX-3.1.1 - ARTICLES OF INCORPORATION OF PARAGON COMMERCIAL CORPORATION - Paragon Commercial CORPex_311.htm
S-1 - REGISTRATION STATEMENT - Paragon Commercial CORPpbnc_s1.htm
Exhibit 10.4.2
 
 
Paragon Commercial Corporation
Paragon Commercial Bank
Amendment of the
Change-In-Control Agreement

This Amendment of the Change-In-Control Agreement is entered into and shall be effective as of May 20, 2014 (the “Effective Date”), by and between Paragon Commercial Corporation, a North Carolina corporation, Paragon Commercial Bank, a North Carolina state-chartered commercial bank and wholly-owned subsidiary of Paragon Commercial Corporation (hereby referred to collectively as “Paragon”), and Steven E. Crouse, an executive of the Bank (the “Executive”).
 
Whereas, the Executive and Paragon entered into a Change-In-Control Agreement dated March 28, 2013 (the “Agreement”) that includes a Section 16 Noncompete that conditions severance payments due under the Agreement if the Executive terminates employment involuntarily or for Good Reason following a change in control upon the Executive not competing with Paragon for a specified period of time following termination of employment (the “Noncompete Obligation”), and
 
Whereas, Section 11 of the Agreement provides that the Agreement may be amended by written amendment signed by Paragon and the Executive, and
 
Whereas, the Executive and Paragon wish to amend the Agreement so that, as of the Effective Date, the Agreement shall not include a Noncompete Obligation for the Executive.
 
Now Therefore, in consideration of these premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Executive and Paragon hereby agree that the Agreement is hereby amended as of the Effective Date to delete in its entirety Section 16 Noncompete of the Agreement.
 
In Witness Whereof, Paragon Commercial Corporation, Paragon Commercial Bank, and the Executive have executed this Amendment to the Agreement as of the Effective Date.
 
  Paragon Commercial Corporation  
       
 
By:
/s/ Robert C. Hatley  
   
Robert C. Hatley
 
    Its:    President and Chief Executive Officer
       
 
  Paragon Commercial Bank  
       
 
By:
/s/ Robert C. Hatley  
   
Robert C. Hatley
 
    Its:    President and Chief Executive Officer
     

  Executive  
       
 
By:
/s/ Steven E. Crouse  
   
Steven E. Crouse