EXHIBIT 10.5


 


EMPLOYMENT AGREEMENT


 


THIS AGREEMENT is made as of the 23rd
day of February, 2004, by and between FIRSTBANK OF HENRY COUNTY (the “Bank”),
and Lisa J. Maxwell, a resident of the State of Georgia (the “Executive”).


 


RECITALS:


 


The Bank
desires to employ the Executive as Chief Financial Officer of the Bank and the
Executive desires to accept such employment.


 


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


 


1.                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 as of; or within a reasonable time prior to, the termination of the
Executive’s employment hereunder.


 


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/her 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
deliver 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 such 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 of willful misconduct in the
performance of his/her duties and responsibilities hereunder;


 


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(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 of moral turpitude or any felony:


 


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


 


(e)           Conduct
by the Executive that results in removal from his/her 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 material diminution in the powers,
responsibilities or duties of the Executive hereunder or 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.


 


1.5.3           “Change in Duties or
Salary” of Executive shall mean any of (i) a change in duties and
responsibilities of Executive from those duties and responsibilities of
Executive of the Bank in effect at the time a Change in Control occurs, which
change results in the assignment of duties and responsibilities inferior to
those duties and responsibilities of Bank at the time such Chang in Control
occurs; (ii) a reduction in rate of annual salary from such rate in effect at
the time of Change of Control; or (iii) a change in the place of assignment of
Bank from McDonough, Georgia, to any other city or geographical location that
is located further than 30 miles from the principle office of the Bank in
McDonough, Georgia.


 


1.6           “Change
in 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 (4(%) 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 on with the approval of, at least two-thirds 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 (as such terms are
used in Rule 14a-11 of Regulation 14A promulgated under the Securities Exchange
Act of 1934) 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
where the stockholders of the Bank immediately prior to such reorganization,
merger or consolidation do not, immediately thereafter, own more than fifty
percent (50%) 


 


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of the combined voting power entitled to vote in the election of
directors f the reorganized, merged or consolidated company’s then outstanding
voting securities; or


 


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


 


1.7           “Confidential
Information” means data and information relating to the business o£ 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/hers 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 [Date Contract accepted by both parties].


 


1.10            “Initial Term” shall
mean that period of time commencing on [Date Contract accepted by both parties
](the “beginning date”) and running until the earlier of the close of business
on the last business day immediately preceding the third anniversary of the Beginning Date of 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 Seer-do” means
Bank information including, but not limited to, technical or nontechnical data,
formulas, patterns, compilations, programs, devices methods, techniques,
drawings processes, financial date, financial plans, product plans or list 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


 


(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 Vice President of the Bank, subject to the
direction of the Board of Directors of the Bank or its designee(s), shall
perform and discharge well and faithfully the duties which may be assigned to
him/her from time to time by


 


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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/her time, energy and skill during regular business
hours to the performance of the duties of his/her 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/her 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
accounting as may be requested of the Executive.


 


2.3           Permitted
Activities. The Executive shall devote his/her entire business time,
attention and energies to the Business of
the Bank and shall not during the Term be engaged (whether of not during normal
business hours) in any other business or professional activity,


 


whether or not such activity is
pursuer for gain, profit or other pecuniary advantage; but this shall not be
construed as preventing the Executive from:


 


(a)           investing
his/her 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/her 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
of 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                 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 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 


 


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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; where the notice has
been approved by a resolution passed by two thirds (2/3) of the directors of
the Bank then in office, 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 twelve (12) months; or


 


(c)           Upon the Disability of
the Executive at any time, provided that the Bank shall give the Executive
thirty (30) day’s prior written notice of its intent to terminate, in which
event, the Bank shall be required to continue to meet its obligations under 4.1
for twelve (12) months following the 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 meets its obligations under
Section 4.1 for twelve (12) months; or


 


(b)           Without Cause or upon
the disability of the Executive, provided that the Executive, provided that the
Executive shall give the Bank sixty (60) days’ prior written notice of his/her
intent to terminate, in which event the Bank shall have no further obligation
to the Executive except to future 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 of the effective date o£ 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, following a Change in
Control, the Executive terminates his/her employment with the Bank under this
Agreement for Cause of the Bank terminates the 


 


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Executive’s employment without
Cause within six (b) months, the Executive, or in the event of his/her
subsequent death, his designated beneficiaries or his/her estate, as the case
may be, shall receive as liquidated damages, in lieu of all other claims, a
severance payment equal to one (1) 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 of effective control of the Bank or in the ownership of a
substantial portion of the assets of the Bank (the “Aggregate Severance’s 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 11 “for the “base period”, as those terms are
defined under Section 280G. In the event 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: During the Initial Term, the Executive shall be compensated at an
annual base rate of $100,000 (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 the Executive’s performance. Base Salary shall be payable in accordance with
the Bank’s normal payroll practices.


 


4.2           Incentive
Compensation.  The Executive shall be
entitled to annual bonus compensation, if any, as determined by the Board of
Directors of the Bank pursuant to any incentive compensation program as may be
adopted from time to time by the Bank.


 


4.3           Stock Options.
The Bank will establish a stock incentive plan and will grant to the Executive
pursuant to such stock incentive plan an incentive stock option to purchase, at
a per share purchase price equal to $10.00, 5,000 shares of the Bank’s common
stock. The option generally will become vested and exercisable in thirty-three
percent (33%) increments, commencing on the first anniversary of the option
grant date and continuing for the next two successive anniversaries; provided,
however, that, subject to such restrictions as may be imposed by the Bank’s
primary regulator, the option shall be fully vested and exercisable upon a
Change in Control of the Bank or a termination of the Executive’s employment by
the Executive for Cause or by the Bank without Cause. The option shall expire
generally upon the earlier of ninety (90) days following termination of
employment or upon the tenth anniversary of the option grant date. The
incentive stock option will be issued by the Bank pursuant to its stock
incentive plan and subject to the terms of a related stock option agreement.


 


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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/her immediate family.


 


4.5           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/her duties as approved by the Board of Directors of the Bank
or their designee.


 


(b)              Reasonable dues and
business related expenditures, including initiation fees, in professional
associations which are commensurate with his/her 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.


 


4.6           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/her compensation shall be paid in full.


 


4.7           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.


 


4.8           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 of ceasing
to qualify as Confidential Information of Trade Secret.


 


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 the Bank when the
Executive becomes aware that such disclosure has been requested and is required
by law. This Section 5 will 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/her 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/her possession or control.


 


6.             Non-Competition. 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 in Control pursuant to Section 3.3,


 


for a period of six (6) months
thereafter, he/she will not (except on behalf of or with the prior written
consent of the Bank), within the Area, either directly or indirectly, on
his/her 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/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 (except of behalf of or with the prior written
consent of the Bank), within the Area, on his/her own behalf or in the service
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/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;


 


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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/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 Hank, 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/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 wee 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 thus 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 


 


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McDonough,
Georgia 30253 


Attention: J.
Randall Dixon


 


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


Their 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 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.           Rips
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.


 


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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:

  
	
   

  	
   

  
	
   

  	
  Lisa J.
  Maxwell

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Witness /
  Notary Public

  	
   

  
						



 


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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 an levels.


 


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


 


•       Develop
and recommend to the Board of Directors of the Bank an annual budget that
support the Bank’s long-term strategy.


 


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


 


•       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.


 


•       Inform
the Board of Directors current on needed corporate policies and on the
implementation of such policies.


 


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