EXHIBIT 10.4


 


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 THADDEUS M.
WILLIAMS, a resident of the State of Georgia (the “Executive”).


 


WHEREAS, the parties entered into an
Employment Agreement dated April 30, 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 incentive compensation
and 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:


 


4.               Amendment to Paragraph 4.2.  Paragraph 4.2 of the Employment Agreement is
hereby modified and amended to read as follows:


 


“4.2        Incentive
Compensation.


 


(a)           Cumulative Profitability Bonus.  At such time as the Bank becomes
cummulatively profitable for a period of three (3) consecutive months, the
Executive shall be eligible to receive a one-time bonus equal to $10,000 (the “Cumulative
Profitability Bonus”), subject to the Board of Directors’ evaluation of the
Executive’s performance.


 


(b)           Annual Profitability Bonus.  Beginning with the calendar year following
the calendar year in which the Cumulative Profitability Bonus is paid under Section
4.2(a), the Executive shall be eligible to receive annual bonus compensation
based upon fiscal year-end net income of the Bank, as customarily determined by
the Bank’s independent auditors, without giving effect to extraordinary items,
but in any event reducing net income to reflect the payment of annual bonuses
for such fiscal year, and the grant of stock options under this 


 


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Section 4.2(b) and under any similar
provisions of other employment agreements to which the Bank is a party, as
follows:


 


	
  Bonus
  Levels

  	
   

  	
  Stock
  Options

  	
   

  	
  Fiscal
  Year-End

  Net Income of Bank

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  10% of annual salary plus

  	
   

  	
  2,000 option

  	
   

  	
  At least $200,000 but less
  than $500,000

  
	
  20% of annual salary plus

  	
   

  	
  4,000 option

  	
   

  	
  At least $500,000 but less
  than $800,000

  
	
  30% of annual salary plus

  	
   

  	
  6,000 option

  	
   

  	
  At least $800,000 but less
  than $1,200,000

  
	
  40% of annual salary plus

  	
   

  	
  8,000 option

  	
   

  	
  At least $1,200,000 but less
  than $1,500,000

  
	
  50% of annual salary plus

  	
   

  	
  10,000 option

  	
   

  	
  At least $1,500,000 but less
  than $2,000,000

  
	
  60% of annual salary plus

  	
   

  	
  12,000 option

  	
   

  	
  At least $2,000,000 but less
  than $2,600,000

  
	
  70% of annual salary plus

  	
   

  	
  14,000 option

  	
   

  	
  Equal to or more than
  $2,600,000

  



 


The stock options will have an exercise price
equal to the fair market value of FirstBank Financial Services, Inc.’s (“Company”)
common stock on the date of grant and will be granted under the FirstBank
Financial Services, Inc. 2005 Stock Incentive Plan.  The stock options will be subject to the
terms of a separate stock option agreement.


 


(c)           Discretionary Bonus.  The Executive shall be eligible for
additional bonus payments at the discretion of the Board of Directors of the
Bank based on its evaluation of the Executive’s performance.  The factors that the Board of Directors will
consider in determining the amount of any additional bonus include, but are not
limited to, the Bank’s profitability, earnings growth and quality of assets
(measured by the results of regulatory examinations).


 


No bonuses will be paid under this Section
4.2 if the Bank does not have a CAMELS rating of 1 or 2 for the time period to
which such bonus relates or if the Bank is subject to any active regulatory
investigation for the time period to which the bonus relates, excluding routine
regulatory exams.”


 


5.               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.  For each year
during the Term, the Executive will be entitled to receive an option to
purchase 2,500 shares of the Company’s common stock at a per share price equal
to the fair market value of the Company’s common stock on the date of grant
which shall be granted under the Company’s 2005 Stock Incentive Plan.  For 2005, the option shall be granted on or
before December 31, 2005.  For years
subsequent to 2005, the option shall be granted on each anniversary of the
Effective Date.  The stock options will
be subject to the terms of a separate stock option agreement.  Notwithstanding the foregoing, the options
described in this Section 4.3(b) shall only be granted if sufficient shares are
reserved for issuance pursuant to the Company’s Stock Incentive Plan as of the
date the options are to be granted.”


 


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6.               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:

  
	
   

  	
   

  
	
   

  	
  THADDEUS
  M. WILLIAMS

  
	
   

  	
   

  
	
   

  	
   

  
					



 


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