EXHIBIT 10.2


 


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 J. RANDALL
DIXON, 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:


 


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


 


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  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 the FirstBank Financial Services, Inc.’s (the
“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 and shall be classified as incentive
stock options and/or non-qualified stock options as agreed by the parties and
subject to the limitations of applicable law..


 


(b)           Discretionary Bonus.  The Executive shall be eligible for
additional bonus payments at the discretion of the Board of Directors of the
Company and/or the Bank based on its/their evaluation of the Executive’s
performance.  The factors that the Board
of Directors will consider in determining the amount of any additional bonus
amounts may 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 to the Executive under
this Section 4.2 if the Bank does not have a CAMELS rating 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.”


 


2.               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.


 


(a)           One
Time Grant.  FirstBank Financial
Services, Inc. (the “Company”) shall grant an incentive option to the Executive
to purchase 2,030 shares of the Company’s common stock on or before December
31, 2005, which shall be immediately vested and a non-qualified stock option to
the Executive to purchase 7,244 shares of the Company’s common stock on or before
December 31, 2005.  The Company shall
grant a second option to the Executive to purchase 20,576 shares of the Company’s
common stock no earlier than 2006, which shall contain a vesting schedule and
shall be classified as incentive stock options and/or non-qualified stock
options as agreed by the parties and subject to the limitations of applicable
law.  The options described in this
Section 4.3 shall be granted pursuant to the Company’s 2005 Stock Incentive
Plan with an exercise price equal to the 


 


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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.


 


(b)           Annual
Grant.  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 and shall be classified
as incentive stock options and/or non-qualified stock options as agreed by the
parties and subject to the limitations of applicable law.  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 Subsection (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.”


 


3.               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:

  
	
   

  	
   

  
	
   

  	
  J.
  RANDALL DIXON

  
	
   

  	
   

  
	
   

  	
   

  
					



 


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