EXHIBIT 10.6


 


ADDENDUM TO EMPLOYMENT AGREEMENT


 


THIS ADDENDUM (“Addendum”) is made this 29th
day of December, 2005, by and between FIRST BANK OF HENRY COUNTY, a bank
organized under the laws of the State of Georgia (the “Bank”), and LISA J.
MAXWELL, a resident of the State of Georgia (the “Executive”).


 


WHEREAS, the parties entered into an
Employment Agreement dated February 23, 2004, (the “Employment Agreement”);


 


WHEREAS, the Employment Agreement at Section
19 concerning “Entire Agreement” provides that the Employment Agreement between
the parties may not be amended or modified in any way except by mutual
agreement of the parties in a written instrument; and


 


WHEREAS, the Employment Agreement did not
reflect the true intent of the parties with respect to stock options; and


 


WHEREAS, the parties now desire and have
agreed to amend and modify the Employment Agreement by way of this written
Addendum thereto in order to reflect and correct this intent;


 


NOW THEREFORE, in consideration of the
foregoing and of the mutual covenants and agreements of the parties, and for
the grant of an option to purchase the number of shares described, and for
other good and valuable consideration the receipt and sufficiency of which are
hereby acknowledged, the parties hereto, intending to be legally bound, agree
to amend and modify the Employment Agreement as follows:


 


7.             Amendment to Paragraph 4.3.  Paragraph 4.3 of the Employment Agreement is
hereby modified and amended to read as follows:


 


“4.3        Stock Options.  First
Bank Financial Services, Inc. (the “Company”) shall grant an option to the
Executive to purchase a number of shares of the Company’s common stock equal to
5,000 plus:


 


[(the fair market value of the Company’s common stock on the date the
option is granted minus $10.00) times 5,000] divided by [the fair market
value of the Company’s common stock on the date the option is granted].


 


The option described in this Section 4.3 shall be granted on or before
December 31, 2005 pursuant to the Company’s 2005 Stock Incentive Plan with an
exercise price equal to the fair market value of the Company’s common stock on
the date of grant.  The stock option will
be subject to the terms of a separate stock option agreement.  The option will become vested in thirty-three
percent (33%) increments as of the first anniversary of the Effective Date and
continuing for 


 


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the next
two successive anniversaries; provided however, that the terms of any related
stock option grant or agreement if different shall control.”


 


8.             Remainder
in Full Force and Effect. 
The remainder of the Employment Agreement shall remain unchanged and
shall remain in full force and effect in accordance with all of its terms and
conditions.


 


IN WITNESS WHEREOF, the parties have executed
this Addendum to the Employment Agreement, as of the date first written above.


 


 


	
   

  	
  FIRST
  BANK OF HENRY COUNTY

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  
	
   

  	
  Print
  Name:

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE
  EXECUTIVE:

  
	
   

  	
   

  
	
   

  	
  LISA J.
  MAXWELL

  
	
   

  	
   

  
	
   

  	
   

  
					



 


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