EXHIBIT 10.3


 


EMPLOYMENT AGREEMENT


 


THIS AGREEMENT
is made as of the 30th day 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 THADDEUS M. WILLIAMS, a resident of the State of Georgia (the “Executive”).


 


RECITALS:


 


The Bank
employs the Executive as Executive Vice President and Senior Lending Officer of
the Bank pursuant to that certain employment agreement dated as of January 22,
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 services on behalf of the Employer 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
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;


 


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(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           “Chance
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 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 


 


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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 close of business on December 3l, immediately following the
third 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, program, devices, methods,
techniques, drawings, processes, financial data, financial plans, product plans
or lists of actual or potential customers or suppliers which:


 


(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


 


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(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 Executive Vice President and Senior Lending
Officer 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


 


(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.





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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 twenty-four (24) 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 twenty-four (24) 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 twenty-four (24) 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 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 


 


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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
$145,040.00 (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.


 


4.2           Incentive
Compensation.


 


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


 


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(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:


 


	
   

  	
   

  	
   

  	
   

  	
  Fiscal Year-End

  
	
  Bonus Levels

  	
   

  	
  Stock Options

  	
   

  	
  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 then $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 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.


 


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.


 


4.5           Automobile.
The Bank will provide the Executive with an automobile allowance in the amount
of $500.00 per month to cover the use of the Executive’s car for Bank business.


 


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


 


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(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, associated with memberships, as selected by the
Executive, 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 four (4) 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           1jenefits.
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 hauls, 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.


 


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


 


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(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 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 twelve (12)
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, with whom the
Executive has or had material contact during the last one (1) year of his/her
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/her employment by the Bank
hereunder and, in the event of his/her 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/she will not, within the Area, on his/her 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:


 


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•              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 S 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/she breach any of the covenants. Therefore, the Executive agrees and
consents that, in addition to all the remedies provide 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 of 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 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.


 


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:


 


FirstBank of Henry County


120 Keys Ferry Street


McDonough, Georgia 30253


Attention: James T. Chafin, III


 


(ii)           If to the Executive, to
his/her at:


Their Current place of Residence;


 


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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 of 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 cost and expenses, including without limitation attorney’s fees,
incurred by the prevailing party in connection with such litigation, and the
other party shall pay such cost and expenses to the prevailing party promptly
upon demand by the prevailing party.


 


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 of 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 that 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:

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  THE
  EXECUTIVE:

  
	
   

  	
   

  
	
   

  	
  Thaddeus M.
  Williams

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Witness /
  Notary Public

  	
   

  
						



 


12





















 


Exhibit A


 


Duties of the Executive


 


The duties of the Executive
shall include, in addition to any and all other duties assigned to 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.

  
	
   

  	
   

  	
   

  
	
  •

  	
   

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

  
	
   

  	
   

  	
   

  
	
  •

  	
   

  	
  Seek to make
  quality loans in keeping with the policies of the Bank.

  
	
   

  	
   

  	
   

  
	
  •

  	
   

  	
  Work to
  improve the quality and to improve value of the products and services provided
  by the Bank.

  
	
   

  	
   

  	
   

  
	
  •

  	
   

  	
  Ensure that
  the Bank maintains a satisfactory competitive position within its industry.

  
	
   

  	
   

  	
   

  
	
  •

  	
   

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

  
	
   

  	
   

  	
   

  
	
  •

  	
   

  	
  Keep other
  Senior Management members aware of market conditions and changes you become
  aware of in the market place.

  



 


13