EXHIBIT 10.1


 


EMPLOYMENT AGREEMENT


 


THIS AGREEMENT is made as of the 30th
of April, 2004, by and between FIRST BANK OF HENRY COUNTY (the “Bank”) a bank
organized under the laws of the State of Georgia, and J. RANDALL DIXON, a
resident of the State of Georgia (the “Executive”).


 


RECITALS:


 


The Bank
employs the Executive as Chief Executive Officer and President of the Bank
pursuant to that certain employment agreement dated as of January 28, 2002 (the
“Employment Agreement”).


 


The parties to
the Employment Agreement desire to amend and restate the Employment Agreement
on the terms and conditions set forth herein.


 


In
consideration of the above premise and the mutual agreements hereinafter set
forth, the parties hereby agree as follows:


 


1.             Definitions.
Whenever used in this Agreement, the following terms and their variant forms
together with any amendments hereto made in the manner described in this
Agreement.


 


1.1          “Agreement” shall mean this
Agreement and any exhibits incorporated herein together with any amendments
hereto made in the manner described in this Agreement.


 


1.2          “Area” shall mean the geographic
area within the boundaries of Henry County, Georgia. It is the express intent
of the parties that the Area as defined herein is the area where the Executive
performs or performed services on behalf of the Bank under this Agreement.


 


1.3          “Bank Information” means
Confidential Information and Trade Secrets.


 


1.4          “Business of the Bank” shall mean
the business conducted by the Bank, which is the business of commercial
banking.


 


1.5          “Cause” shall mean:


 


1.5.1        With
respect to termination by the Bank:


 


(a)           A
material breach of the terms of this Agreement by the Executive, including,
without limitations, failure by the Executive to perform his duties and
responsibilities in the manner and to the extent required under this Agreement,
which remains uncured after the expiration of thirty (30) days following the
delivery of written notice of such breach to the Executive by the Bank. Such
notice shall (i) specifically identify the duties that the Board of Directors
of the Bank believes the Executive has failed to perform, (ii) state the facts
upon which 


 


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the Board of Directors made such determination, and (iii) be approved by
a resolution passed by two-thirds (2/3) of the directors then in office;


 


(b)           Conduct
by the Executive that amounts to fraud, dishonesty or willful misconduct in the
performance of his duties, and responsibilities hereunder;


 


(c)           Arrest
for, charged in relation to (by criminal information, indictment or otherwise),
or conviction of the Executive during the Term of this Agreement of a crime
involving breach of trust or moral turpitude or any felony;


 


(d)           Conduct
by the Executive that amounts to gross and willful insubordination or
inattention to his duties and responsibilities hereunder; or


 


(e)           Conduct
by the Executive that results in an attempt to remove the Executive from his
position as an officer or executive of the Bank pursuant to a written order by any
regulatory agency with authority or jurisdiction over the Bank.


 


1.5.2        With
respect to termination by the Executive,


 


(a)           a
material diminution in the powers, responsibilities or duties of the Executive
hereunder;


 


(b)           a
material breach of the terms of this Agreement by the Bank, which remains
uncured after the expiration of thirty (30) days following the delivery of
written notice of such breach to the Bank by the Executive; or


 


(c)           following
a Change of Control,


 


(i)            a
material reduction in the rate of the Executive’s Base Salary in effect as of
the effective date of the Change of Control;


 


(ii)           a
change in the Executive’s principal business office location such that the
Executive is required to report regularly to a location which is located more
than thirty (30) miles from the Bank’s principal business office located in
McDonough, Georgia.


 


1.6          “Change of Control” means any one of
the following events:


 


(a)           the
acquisition by any person or persons acting in concert of the then outstanding
voting securities of the Bank, if, after the transaction, the acquiring person
(or persons) owns, controls or holds, with power to vote forty percent (40%) or
more of any class of voting securities of the Bank;


 


(b)           within
any twelve-month period (beginning on or after the Effective Date) the persons
who were directors of the Bank immediately before the beginning of such 


 


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twelve-month period (the “Incumbent Directors”) shall cease to
constitute at least a majority of the Board of Directors; provided that any
director who was not a director as of the Effective Date shall be deemed to be
an Incumbent Director if that director were elected to the Board of Directors
by, or on the recommendation of or with the approval of, at least two-thirds
(2/3) of the directors who then qualify as Incumbent Directors; and provided
further that no director whose initial assumption of office is in connection
with an actual or threatened election contest relating to the election of
directors shall be deemed to be an Incumbent Director;


 


(c)           a
reorganization, merger or consolidation, with respect to which persons who were
the stockholders of the Bank immediately prior to such reorganization, merger
or consolidation do not, immediately thereafter, own more than fifty percent
(50%) of the combined voting power entitled to vote in the election of
directors of the reorganized, merged or consolidated company’s then outstanding
voting securities; or


 


(d)           the
sale, transfer or assignment of all or substantially all of the assets of the
Bank to any third party.


 


1.7          “Confidential Information” means
data and information relating to the business of the Bank (which does not rise
to the status of a Trade Secret) which is or has been disclosed to the Executive
or of which the Executive became aware as a consequence of or through the
Executive’s relationship to the Bank and which has value to the Bank and is not
generally known to its competitors. Confidential Information shall not include
any data or information that has been voluntarily disclosed to the public by
the Bank (except where such public disclosure has been made by the Executive
without authorization) or that has been independently developed and disclosed
by others, or that otherwise enters the public domain through lawful means.


 


1.8          “Disability” shall mean the
inability of the Executive to perform each of his material duties under this
Agreement for the duration of the short-term disability period under the Bank’s
policy then in effect (or, if no such policy is in effect, a period of 180
consecutive days) as certified by a physician chosen by the Bank and reasonably
acceptable to the Executive.


 


1.9          “Effective Date” shall mean the date
set forth above on which the Agreement is executed.


 


1.10        “Initial Term” shall mean that
period of time commencing on the Effective Date and running until the earlier
of the close of business on the last business day immediately preceding the
fourth anniversary of the Effective Date or any earlier termination of employment
of the Executive under this Agreement as provided for in Section 3.


 


1.11        “Term” shall mean the Initial Term
and all subsequent renewal periods.


 


1.12        “Trade Secrets” means Bank
information including, but not limited to, technical or nontechnical data,
formulas, patterns, compilations, programs, devices, methods, techniques,
drawings, processes, financial data, financial plans, product plans or lists of
actual or potential customers or suppliers which:


 


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(a)           derives
economic value, actual or potential, from not being generally known to, and not
being readily ascertainable by proper means by, other persons who can obtain
economic value from its disclosure or use; and


 


(b)           is
the subject of efforts that are reasonable under the circumstances to maintain
its secrecy.


 


2.             Duties.


 


2.1          Position.
The Executive is employed as the Chief Executive Officer and President, subject
to the direction of the Board of Directors of the Bank or its designee(s), and
shall perform and discharge well and faithfully the duties which may be
assigned to him from time to time by the Bank in connection with the conduct of
its business. The duties and responsibilities of the Executive are set forth on
Exhibit A attached hereto.


 


2.2          Full-Time
Status. In addition to the duties and responsibilities specifically
assigned to the Executive pursuant to Section 2.1 hereof, the Executive shall:


 


(a)           devote
substantially all of his time, energy and skill during regular business hours
to the performance of the duties of his employment (reasonable vacations and
reasonable absences due to illness excepted) and faithfully and industriously
perform such duties;


 


(b)           diligently
follow and implement all reasonable and lawful management policies and decisions
communicated to him by the Board of Directors of the Bank; and


 


(c)           timely
prepare and forward to the Board of Directors of the Bank all reports and
accountings as may be requested of the Executive.


 


2.3          Permitted
Activities. The Executive shall devote his entire business time,
attention and energies to the Business of the Bank and shall not during the
Term be engaged (whether or not during normal business hours) in any other
business or professional activity, whether or not such activity is pursued for
gain, profit or other pecuniary advantage; but this shall not be construed as
preventing the Executive from:


 


(a)           investing
his personal assets in businesses which (subject to clause (b) below) are not
in competition with the Business of the Bank and which will not require any
services on the part of the Executive in their operation or affairs and in
which his participation is solely that of an investor;


 


(b)           purchasing
securities in any corporation whose securities are regularly traded provided
that such purchase shall not result in him collectively owning beneficially at
any time five percent (5%) or more of the equity securities of any business in
competition with the Business of the Bank; and


 


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(c)           participating
in civic and professional affairs and organizations and conferences, preparing
or publishing papers or books or teaching so long as the Board of Directors of
the Bank approves of such activities prior to the Executive’s engaging in them.


 


3.             Term
and Termination.


 


3.1          Term.
This Agreement shall remain in effect for the Initial Term. At the end of the
Initial Term and at the end of each twelve-month extension thereof, this
Agreement shall automatically be extended for a successive twelve-month period
unless either party gives written notice to the other of its or his intent not
to extend this Agreement with such written notice to be given not less than
sixty (60) days prior to the end of the Initial Term or such twelve-month
period. In the event such notice of non-extension is properly given, this
Agreement shall terminate at the end of the remaining Term then in effect.


 


3.2          Termination.
During the Term, the employment of the Executive under this Agreement may be
terminated only as follows:


 


3.2.1        By
the Bank:


 


(a)           For
Cause, upon written notice to the Executive pursuant to Section 1.5.1 hereof,
in which event the Bank shall have no further obligation to the Executive
except for the payment of any amounts due and owing under Section 4 on the effective
date of termination;


 


(b)           Without
Cause at any time, provided that the Bank shall give the Executive thirty (30)
days’ prior written notice of its intent to terminate, in which event the Bank
shall be required to continue to meet its obligations to the Executive under
Section 4.1 for thirty-six (36) months following the effective date of
termination; or


 


(c)           Upon
the Disability of the Executive at any time, provided that the Bank shall give
the Executive thirty (30) days’ prior written notice of its intent to
terminate, in which event, the Bank shall be required to continue to meet its
obligations under Section 4.1 for thirty-six (36) months following the
effective date of termination or until the Executive begins receiving payments
under the Bank’s long-term disability policy, whichever occurs first.


 


3.2.2        By
the Executive:


 


(a)           For
Cause, in which event the Bank shall be required to continue to meet its
obligations to the Executive under Section 4.1 for thirty-six (36) months
following the effective date of termination; or


 


(b)           Without
Cause or upon the Disability of the Executive, provided that the Executive
shall give the Bank sixty (60) days’ prior written notice of his 


 


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intent to terminate, in which event the Bank shall have no further
obligation to the Executive except for the payment of any amounts due and owing
under Section 4 on the effective date of the termination.


 


3.2.3        At
any time upon mutual, written agreement of the parties, in which event the Bank
shall have no further obligation to the Executive except for the payment of any
amounts due and owing under Section 4 of this Agreement on the effective date
of termination unless otherwise set forth in the written agreement.


 


3.2.4        Notwithstanding
anything in this Agreement to the contrary, the Term shall end automatically
upon the Executive’s death, in which event the Bank shall have no further
obligation to the Executive except for the payment of any amounts due and owing
under Section 4 on the effective date of termination.


 


3.3          Change
of Control. If, within twelve (12) months following a Change of
Control, the Executive terminates his employment with the Bank under this
Agreement for Cause or the Bank terminates Executive’s employment without
Cause, the Executive, or in the event of his subsequent death, his designated
beneficiaries or his estate, as the case may be, shall receive, as liquidated
damages, in lieu of all other claims, a severance payment equal to three (3)
times the Executive’s then current Base Salary, to be paid in full on the last
day of the month following the date of termination. In no event shall the
payment(s) described in this Section 3.3 exceed the amount permitted by Section
280G of the Internal Revenue Code, as amended (the “Code”). Therefore, if the
aggregate present value (determined as of the date of the Change of Control in
accordance with the provisions of Section 280G of the Code) of both the
severance payment and all other payments to the Executive in the nature of
compensation which are contingent on a change in ownership or effective control
of the Bank or in the ownership of a substantial portion of the assets of the
Bank (the “Aggregate Severance”) would result in a “parachute payment,” as
defined under Section 280G of the Code, then the Aggregate Severance shall not
be greater than an amount equal to 2.99 multiplied by Executive’s “base amount”
for the “base period,” as those terms are defined under Section 280G. In the
event the Aggregate Severance is required to be reduced pursuant to this
Section 3.3, the Executive shall be entitled to determine which portion of the
Aggregate Severance is reduced so that the Aggregate Severance satisfies the
limit set forth in the preceding sentence. Notwithstanding any provision in
this Agreement, if the Executive may exercise his right to terminate employment
under this Section 3.3 or under Section 3.2.2(a), the Executive may choose
which provision shall be applicable.


 


4.             Compensation.
The Executive shall receive the following salary and benefits:


 


4.1          Base
Salary. The Executive shall be compensated at an annual base rate of
$150,000.(the “Base Salary”). The Executive’s Base Salary shall be reviewed by
the Board of Directors of the Bank at least annually, and the Executive shall
be entitled to receive annually an increase in such amount, if any, as may be
determined by the Board of Directors based on its evaluation of Executive’s
performance. Base Salary shall be payable in accordance with the Bank’s normal
payroll practices.


 


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4.2          Incentive
Compensation.


 


(a)           Cumulative Profitability Bonus. At
such time as the Bank becomes cumulatively profitability for a period of three
(3) consecutive months, the Executive shall be eligible to receive a one-time
bonus equal to $15,000 (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 Subsection (a), the Executive shall be
eligible to receive annual bonus compensation based upon fiscal year-end net
income of the Bank 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

  	
   options

  	
   

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

  
	
  30% of
  annual salary plus

  	
   

  	
  6,000

  	
   options

  	
   

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

  
	
  40% of
  annual salary plus

  	
   

  	
  8,000

  	
   options

  	
   

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

  
	
  50% of
  annual salary plus

  	
   

  	
  10,000

  	
   options

  	
   

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

  
	
  60% of
  annual salary plus

  	
   

  	
  12,000

  	
   options

  	
   

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

  
	
  70% of
  annual salary plus

  	
   

  	
  14,000

  	
   options

  	
   

  	
  Equal to or
  more than $2,600,000

  



 


The stock
options will be granted under the First Bank of Henry County 2000 Stock
Incentive Plan and 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 of 1 or
2 for the period to which the 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.


 


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 Bank’s common stock. The
options described in this Section will be granted pursuant to the First Bank of
Henry County 2000 Stock Incentive Plan as of each anniversary date of the
Effective Date. The stock options will be subject to the terms of a separate
stock option agreement.


 


4.4          Health
Insurance. The Bank shall reimburse the Executive for the cost of
premium payments paid by the Executive for the Executive’s current health and
dental insurance covering the Executive and the members of his immediate
family.


 


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4.5          Automobile.
Beginning as of the Effective Date, The Bank will provide the Executive with an
automobile to be use by the Executive for Business and personal purposes. The
make and model of the automobile shall be determined by the Bank which will be
commensurate with the position. The Bank will pay expenses associated with the
operation, maintenance, repair and insurance for the automobile.


 


4.6          Business
Expenses; Memberships. The Bank specifically agrees to reimburse the
Executive for:


 


(a)           Reasonable
and necessary business (including travel) expenses incurred by the Executive in
the performance of his duties as approved by the Board of Directors of the Bank
or their designee; and


 


(b)           Reasonable
dues and business related expenditures, including initiation fees, associated
with memberships, as selected by the Executive, in a single country club and in
professional associations which are commensurate with his position;


 


provided; however, that the
Executive shall, as a condition of any reimbursement, submit verification of
the nature and amount of such expenses in accordance with reimbursement
policies from time to time adopted by the Bank and in sufficient detail to
comply with rules and regulations promulgated by the Internal Revenue Service.


 


4.7          Vacation.
On a non-cumulative basis, the Executive shall be entitled to five (5) weeks of
vacation in each successive twelve-month period during the Term, during which
his compensation shall be paid in full.


 


4.8          Life
Insurance. The Bank will provide the Executive with term life insurance
coverage providing a death benefit of not less than $200,000.00, payable to
such beneficiary or beneficiaries as the Executive may designate. If the term
life insurance cannot be obtained from the insurer with a standard or better
risk classification, the Bank shall not be obligated to provide such insurance
coverage.


 


4.9          Benefits.
In addition to the benefits specifically described in this Agreement, the
Executive shall be entitled to such benefits as may be available from time to
time to executives of the Bank similarly situated to the Executive. All such
benefits shall be awarded and administered in accordance with the Bank’s
standard policies and practices. Such benefits may include, by way of example
only, profit-sharing plans, retirement or investment funds, dental, health,
life and disability insurance benefits and such other benefits as the Bank
deems appropriate.


 


4.10        Withholding.
The Bank may deduct from each payment of compensation hereunder all amounts
required to be deducted and withheld in accordance with applicable federal and
state income, FICA and other withholding requirements.


 


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5.             Bank
Information.


 


5.1          Ownership
of Bank Information. All Bank Information received or developed by the
Executive while employed by the Bank will remain the sole and exclusive
property of the Bank.


 


5.2          Obligations
of the Executive. The Executive agrees:


 


(a)           to
hold Bank Information in strictest confidence;


 


(b)           not
to use; duplicate, reproduce, distribute, disclose or otherwise disseminate
Bank Information or any physical embodiments of Bank Information; and


 


(c)           in
any event, not to take any action causing or fail to take any action necessary
in order to prevent any Bank Information from losing its character or ceasing
to qualify as Confidential Information or Trade Secrets.


 


In the event that the Executive
is required by law to disclose any Bank Information, the Executive will not
make such disclosure unless (and then only to the extent that) the Executive
has been advised by independent legal counsel that such disclosure is required
by law and then only after prior written notice is given to the Bank when the
Executive becomes aware that such disclosure has been requested and is required
by law. This Section 5 shall survive for a period of twelve (12) months
following termination of this Agreement for any reason with respect to
Confidential Information, and shall survive termination of this Agreement for
any reason for so long as is permitted by applicable law, with respect to Trade
Secrets.


 


5.3          Delivery
upon Request or Termination. Upon request by the Bank, and in any event
upon termination of his employment with the Bank, the Executive will promptly
deliver to the Bank all property belonging to the Bank, including, without
limitation, all Bank Information then in his possession or control.


 


6.             Non-Competition.
The Executive agrees that during his employment by the Bank hereunder and, in
the event of his termination:


 


•      by
the Bank for Cause pursuant to Section 3.2.1(a),


•      by
the Executive without Cause pursuant to Section 3.2.2(b), or


•      by
the Executive in connection with a Change of Control pursuant to Section 3.3,


 


for a period of six (6) months
thereafter, he will not (except on behalf of or with the prior written consent
of the Bank), within the Area, either directly or indirectly, on his own behalf
or in the service of others, as an executive employee or in any other capacity
which involves duties and responsibilities similar to those undertaken for the
Bank (including as an organizer or proposed executive officer of a new
financial institution), engage in any business which is the same as or
essentially the same as the Business of the Bank.


 


7.             Non-Solicitation
of Customers. The Executive agrees that during his employment by the
Bank hereunder and in the event of his termination:


 


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•      by
the Bank for Cause pursuant to Section 3.2.1(a),


•      by
the Executive without Cause pursuant to Section 3.2.2(b), or


•      by
the Executive in connection with a Change of Control pursuant to Section 3.3;


 


for a period of six (6) months
thereafter, he will not (except on behalf of or with the prior written consent
of the Bank), within the Area, on his own behalf or in the service of or on
behalf of others, solicit, divert or appropriate or attempt to solicit, divert
or appropriate, any business from any of the Bank’s customers, including
actively sought prospective customers, with whom the Executive has or had
material contact during the last one (1) year of his employment, for purposes
of providing products or services that are competitive with those provided by
the Bank.


 


8.             Non-Solicitation
of Employees. The Executive agrees that during his employment by the
Bank hereunder and, in the event of his termination:


 


•      by
the Bank for Cause pursuant to Section 3.2.1(a),


•      by
the Executive without Cause pursuant to Section 3.2.2(b), or


•      by
the Executive in connection with a Change of Control pursuant to Section 3.3,


 


for a period of six 6), months
thereafter, he will not, within the Area, on his own behalf or in the service
or on behalf of others, solicit, recruit or hire away or attempt to solicit,
recruit or hire away, any employee of the Bank, whether or not:


 


•      such
employee is a full-time employee or a temporary employee of the Bank,


•      such
employment is pursuant to written agreement, or


•      such
employment is for a determined period or is at will.


 


9.             Remedies.
The Executive agrees that the covenants contained in Sections 5 through 8 of
this Agreement are of the essence of this Agreement; that each of the covenants
is reasonable and necessary to protect the business, interests and properties
of the Bank, and that irreparable loss and damage will be suffered by the Bank
should he breach any of the covenants. Therefore, the Executive agrees and
consents that, in addition to all the remedies provided by law or in equity,
the Bank shall be entitled to a temporary restraining order and temporary and
permanent injunctions to prevent a breach or contemplated breach of any of the
covenants. The Bank and the Executive agree that all remedies available to the
Bank or the Executive, as applicable, shall be cumulative.


 


10.          Severability.
The parties agree that each of the provisions included in this Agreement is
separate, distinct and severable from the other provisions of this Agreement
and that the invalidity or unenforceability of any Agreement provision shall
not affect the validity or enforceability of any other provision of this
Agreement. Further, if any provision of this Agreement is ruled invalid or
unenforceable by a court of competent jurisdiction because of a conflict
between the provision and any applicable law or public policy, the provision
shall be redrawn to make the provision consistent with and valid and
enforceable under the law or public policy.


 


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11.          No
Set-Off by the Executive. The existence of any claim, demand, action or
cause of action by the Executive against the Bank whether predicated upon this
Agreement or otherwise, shall not constitute a defense to the enforcement by
the Bank of any of its rights hereunder.


 


12.          Notice.
All notices and other communications required or permitted under this Agreement
shall be in writing and, if mailed by prepaid first-class mail or certified
mail, return receipt requested, shall be deemed to have been received on the
earlier of the date shown on the receipt or three (3) business days after the
postmarked date thereof. In addition, notices hereunder may be delivered by
hand or overnight courier, in which event the notice shall be deemed effective
when delivered. All notices and other communications under this Agreement shall
be given to the parties hereto at the following addresses:


 


(i)            If
to the Bank, to it at:


 


First Bank of
Henry County


120 Keys Ferry
Street


McDonough,
GA  30253


Attention:  James T. Chaffin, III


 


(ii)           If
to the Executive, to him at:


 


His current
place of residence.


 


13.          Assignment.
Neither party hereto may assign or delegate this Agreement or any of its rights
and obligations hereunder without the written consent of the other party to
this Agreement.


 


14.          Waiver.
A waiver by one party to this Agreement of any breach of this Agreement by the
other party to this Agreement shall not be effective unless in writing, and no
waiver shall operate or be construed as a waiver of the same or another breach
on a subsequent occasion.


 


15.          Arbitration.
Any controversy or claim arising out of or relating to this contract, or the
breach thereof, shall be settled by binding arbitration in accordance with the
Commercial Arbitration Rules of the American Arbitration Association. Judgment
upon the award rendered by the arbitrator may be entered only in a state court
of Henry County or the federal court for the Northern District of Georgia. The
Bank and the Executive agree to share equally the fees and expenses associated
with the arbitration proceedings.


 


16.          Attorney’s
Fees. In the event that the parties have complied with this Agreement
with respect to arbitration of disputes and litigation ensues between the
parties concerning the enforcement of an arbitration award, the party
prevailing in such litigation shall be entitled to receive from the other party
all reasonable costs and expenses, including without limitation attorneys’
fees, incurred by the prevailing party in connection with such litigation, and
the other party shall pay such costs and expenses to the prevailing party
promptly upon demand by the prevailing party.


 


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17.          Applicable
Law. This Agreement shall be construed and enforced under and in
accordance with the laws of the State of Georgia.


 


18.          Interpretation.
Words importing any gender include all genders. Words importing the singular
form shall include the plural and vice versa. The terms “herein,” “hereunder,” “hereby,”
“hereto,” “hereof” and any similar terms refer to this Agreement. Any captions,
titles or headings preceding the text of any article, section or subsection
herein are solely for convenience of reference and shall not constitute part of
this Agreement or affect its meaning, construction or effect.


 


19.          Entire
Agreement. This Agreement embodies the entire and final agreement of
the parties on the subject matter stated in this Agreement. No amendment or
modification of this Agreement shall be valid or binding upon the Bank or the
Executive unless made in writing and signed by both parties. All prior
understandings and agreements relating to the subject matter of this Agreement
are hereby expressly terminated.


 


20.          Rights
of Third Parties. Nothing herein expressed is intended to or shall be
construed to confer upon or give to any person, firm or other entity, other
than the parties hereto and their permitted assigns, any rights or remedies
under or by reason of this Agreement.


 


21.          Survival.
The obligations of the Executive pursuant to Sections 5, 6, 7, 8 and 9 shall
survive the termination of the employment of the Executive hereunder for the
period designated under each of those respective Sections.


 


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IN WITNESS
WHEREOF, the Bank and the Executive have executed and
delivered this Agreement as of the first shown above.


 


	
   

  	
  THE BANK

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  FirstBank
  of Henry County

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Print
  Name: 

  	
  Don H.
  Cagle

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
       Chairman

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THE
  EXECUTIVE:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  J.
  Randall Dixon

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Witness /
  Notary Public

  	
   

  	
   

  
							



 


13





















 


Exhibit A


 


Initial Duties of the Executive


 


The
initial duties of the Executive shall include, in addition to any other duties
assigned the Executive by the Board of Directors of the Bank or its
designee(s), the following:


 


	
  •

  	
   

  	
  Foster a
  corporate culture that promotes ethical practices, encourages individual
  integrity, fulfills social responsibility, and is conducive to attracting,
  retaining and motivating a diverse group of top-quality employees at all
  levels.

  
	
   

  	
   

  	
   

  
	
  •

  	
   

  	
  Keep the
  Board of Directors of the Bank or its designee(s) well informed of the financial
  condition and status of the Bank,

  
	
   

  	
   

  	
   

  
	
  •

  	
   

  	
  Support
  and manage other Senior Management members to develop an effective management
  team and to implement an active plan for its development.

  
	
   

  	
   

  	
   

  
	
  •

  	
   

  	
  Work
  with the Board of Directors to develop a long-term strategy that creates
  shareholder value.

  
	
   

  	
   

  	
   

  
	
  •

  	
   

  	
  Develop
  and recommend to the Board annual business plans and budgets that support the
  Bank’s long-term strategy.

  
	
   

  	
   

  	
   

  
	
  •

  	
   

  	
  Manage
  the day to day business affairs of the Bank appropriately.

  
	
   

  	
   

  	
   

  
	
  •

  	
   

  	
  Use best
  efforts to achieve the Bank’s financial and operating goals and objectives.

  
	
   

  	
   

  	
   

  
	
  •

  	
   

  	
  Use best
  efforts to improve the quality and value of the products and services
  provided by the Bank.

  
	
   

  	
   

  	
   

  
	
  •

  	
   

  	
  Use best
  efforts to ensure that the Bank maintains a satisfactory competitive position
  within its industry.

  
	
   

  	
   

  	
   

  
	
  •

  	
   

  	
  Develop
  an effective management team and an active plan for its development and
  succession, and make recommendations to the Board regarding hiring, firing
  and compensation.

  
	
   

  	
   

  	
   

  
	
  •

  	
   

  	
  Implement
  major corporate policies.

  



 


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