Exhibit 10.23




 




 




EMPLOYMENT AGREEMENT




 




This EMPLOYMENT AGREEMENT

(this “Agreement”) is made and entered into effective as of the 15th  day of May, 2002, by and among MAIN STREET BANK, a Georgia bank

(hereinafter, the “Bank”), and JOHN T. MONROE

(hereinafter, “Executive”), to be effective as of the Effective Date, as

defined in Section 1.




 




BACKGROUND




 




WHEREAS, the Bank

desires to employ Executive and Executive is willing to provide services to the

Bank in accordance with the terms and conditions hereinafter set forth;




 




NOW, THEREFORE, in

consideration of the foregoing and of the mutual covenants and agreements set

forth herein, and other good and valuable consideration, the receipt and

sufficiency of which are hereby acknowledged, the parties hereto agree as follows:




 




1.             Effective Date.  The effective date of this Agreement (the

“Effective Date”) will be May 15, 2002. 

This Agreement is subject to the condition that as of the Effective Date

the Executive shall have terminated his employment with his previous employer

and shall enter into the employment set forth herein.




 




2.             Employment.  Executive is hereby employed on the

Effective Date as Chief Credit Officer of the Bank.  In such capacity, Executive shall have such responsibilities

commensurate with such positions as set forth in the bylaws of the Bank and as

shall be assigned to him by the Board of Directors, the Chief Executive Officer

or the Chief Operating Officer of the Bank. 

Executive will report directly to the Chief Operating Officer of the

Bank.




 




3.             Employment

Period.  Unless earlier terminated

herein in accordance with Section 6 hereof, Executive’s employment shall

be for a two year term (the “Employment Period”), beginning on the Effective

Date.  Beginning on the first

anniversary of the Effective Date and on each anniversary of the Effective

Date, the Employment Period shall, without further action by Executive or the

Bank, be extended by an additional one-year period; provided, however,

that either party may, by notice to the other, cause the Employment Period to

cease to extend automatically.  Upon

such notice, the Employment Period shall terminate upon the expiration of the

then-current term, including any prior extensions.  If the Bank causes the Employment Period to cease to extend

automatically then, in the absence of Cause (as defined in Section 6(b)), such

action shall constitute a termination without Cause and Executive shall be

entitled to severance as set forth in Section 7(a).




 




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4.             Extent of

Service.  During the Employment

Period, and excluding any periods of vacation to which Executive is entitled,

Executive agrees to devote his business time, attention, skill and efforts

exclusively to the faithful performance of his duties hereunder; provided,

however, that it shall not be a violation of this Agreement for

Executive to (i) devote reasonable periods of time to charitable and community

activities and, with the approval of the Bank, industry or professional

activities, and/or (ii) manage personal business interests and investments, so

long as such activities do not materially interfere with the performance of

Executive’s responsibilities under this Agreement.  It is expressly understood and agreed that to the extent that any

such activities have been conducted by Executive prior to date of this

Agreement, the continued conduct of such activities (or the conduct of

activities similar in nature and scope thereto) subsequent to the Effective

Date shall not thereafter be deemed to interfere with the performance of

Executive’s responsibilities hereunder.




 




5.             Compensation and

Benefits.




 




(a)           Base Salary.  During each year of the Employment Period,

the Bank will pay to Executive annual base salary in the amount equal to U.S.

$160,000 (“Base Salary”), less normal withholdings, payable in equal monthly or

more frequent installments as are customary under the Bank’s payroll practices

from time to time.  The Compensation

Committee of the Board of Directors of the Bank shall review Executive’s Base

Salary annually and in its sole discretion, subject to approval of the Board of

Directors of the Bank, may increase Executive’s Base Salary from year to year;

provided that annual increases of at least 3%, intended to approximate cost of

living increases, shall be automatic. 

The annual review of Executive’s salary by the Board will consider,

among other things, Executive’s own performance and the performance of the

Bank, as well as any recommendations of an outside consulting firm that may be

engaged by the Bank, from time to time, to evaluate management compensation.




 




(b)           Incentive,

Savings and Retirement Plans. 

During the Employment Period, Executive shall be entitled to participate

in all incentive, savings and retirement plans, practices, policies and programs

applicable generally to senior executive officers of the Bank (“Peer

Executives”), and on the same basis as such Peer Executives.




 




(c)           Welfare Benefit

Plans.  During the Employment

Period, Executive and Executive’s family shall be eligible for participation

in, and shall receive all benefits under, the welfare benefit plans, practices,

policies and programs provided by the Bank (including, without limitation,

medical, prescription, dental, disability, employee life, group life,

accidental death and travel accident insurance plans and programs) (“Welfare

Plans”) to the extent applicable generally to Peer Executives.




 




(d)           Expenses.  During the Employment Period, Executive

shall be entitled to receive prompt reimbursement for all reasonable expenses

incurred by Executive in accordance with the policies, practices and procedures

of the Bank to the extent applicable generally to Peer Executives.




 




(e)           Fringe Benefits.  During the Employment Period, Executive

shall be entitled to fringe benefits in accordance with the plans, practices,

programs and policies of the Bank in effect for Peer Executives.  Without limiting the foregoing, during the

Employment Period, Executive shall be provided a car allowance or a Bank-owned

car of a model appropriate to his position, as determined by the Compensation

Committee of the Board of Directors of the Bank.




 




6.             Termination of

Agreement.




 




(a)           Death, Retirement

or Disability.  Executive’s

employment shall terminate automatically upon Executive’s death or Retirement

during the Employment Period.  For

purposes of this Agreement, “Retirement” shall mean normal retirement as

defined in the Bank’s then-current retirement plan, or if there is no such

retirement plan, “Retirement” shall mean voluntary termination after age 65

with ten years of service.  If the Bank

determines in good faith that the Disability of Executive has occurred during

the




 




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Employment Period (pursuant to the definition of Disability set forth

below), it may give to Executive written notice of its intention to terminate

Executive’s employment.  In such event,

Executive’s employment shall terminate effective on the 30th day after receipt

of such written notice by Executive (the “Disability Effective Date”), provided

that, within the 30 days after such receipt, Executive shall not have returned

to full-time performance of Executive’s duties.  For purposes of this Agreement, “Disability” shall mean the

inability of Executive, as determined by the Board, to substantially perform

the essential functions of his regular duties and responsibilities, with or

without reasonable accommodation, due to a medically determinable physical or

mental illness which has lasted (or can reasonably be expected to last) for a

period of six consecutive months.  At

the request of Executive or his personal representative, the Board’s

determination that the Disability of Executive has occurred shall be certified

by two physicians mutually agreed upon by Executive, or his personal

representative, and the Bank.  Failing

such independent certification (if so requested by Executive), Executive’s

termination shall be deemed a termination by the Bank without Cause and not a

termination by reason of his Disability.




 




(b)           Termination by

the Bank.  The Bank may terminate

Executive’s employment during the Employment Period with or without Cause.  For purposes of this Agreement, “Cause”

shall mean:




 




(i)            the willful and

continued failure of Executive to perform substantially Executive’s duties with

the Bank (other than any such failure resulting from incapacity due to physical

or mental illness, and specifically excluding any failure by Executive, after

reasonable efforts, to meet performance expectations), after a written demand

for substantial performance is delivered to Executive by the Chief Executive

Officer, the Chief Operating Officer or the Board of Directors of the Bank

which specifically identifies the manner in which such officer or the Board

believes that Executive has not substantially performed Executive’s duties, or




 




(ii)           the willful

engaging by Executive in illegal conduct or gross misconduct which is

materially and demonstrably injurious to the Bank; or




 




(iii)          a requirement by

any state or federal authority regulating the Bank that Executive be removed

from his office.




 




For purposes of this provision, no act or failure to act, on the part

of Executive, shall be considered “willful” unless it is done, or omitted to be

done, by Executive in bad faith or without reasonable belief that Executive’s

action or omission was in the best interests of the Bank and its shareholder

and subsidiaries.  Any act, or failure

to act, based upon authority given pursuant to a resolution duly adopted by the

Board or based upon the advice of counsel for the Bank shall be conclusively

presumed to be done, or omitted to be done, by Executive in good faith and in

the best interests of the Bank, its shareholder and subsidiaries.  The cessation of employment of Executive

under subparagraph (i) or (ii) above shall not be deemed to be for Cause unless

and until there shall have been delivered to Executive a copy of a resolution

duly adopted by the affirmative vote of not less than three-fourths of the

entire membership of the Board of Directors of the Bank at a meeting of such

Board called and held for such purpose (after reasonable notice is provided to

Executive and Executive is given an opportunity, together with counsel, to be

heard before such Board), finding that, in the good faith opinion of such

Board, Executive is guilty of the conduct described in subparagraph (i) or (ii)

above, and specifying the particulars thereof in detail.




 




(c)           Termination by

Executive.  Executive’s employment

may be terminated by Executive for “Good Reason” as defined below.  For purposes of this Agreement, “Good

Reason” shall mean:




 




(i)            without the written

consent of Executive, a change in Executive’s status, title, position or

responsibilities (including reporting responsibilities) which, in Executive’s

reasonable judgment, represents an adverse change from his status, title,

position or responsibilities as in effect at the Effective Date or, if greater,

at any time thereafter; the assignment to Executive of any duties or

responsibilities




 




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which, in Executive’s reasonable judgment, are inconsistent with his

status, title, position or responsibilities as in effect at the Effective Date

or, if greater, at any time thereafter; or any other change in condition or

circumstances that in Executive’s reasonable judgment makes it materially more

difficult for Executive to carry out the duties and responsibilities of his

then-existing office; provided that Good Reason under this subparagraph (i)

excludes an isolated, insubstantial and inadvertent action not taken in bad

faith and which is remedied by the Bank promptly after receipt of notice

thereof given by Executive;




 




(ii)           a reduction,

without the written consent of Executive, in Executive’s Base Salary as in

effect on the Effective Date or as the same may be increased from time to time,

or any failure to pay Executive any compensation or benefits to which he is

entitled within five (5) days of the date due;




 




(iii)          the failure by the

Bank (a) to continue in effect (without reduction in benefit level and/or

reward opportunities) any compensation or employee benefit plan in which

Executive participated as of the Effective Date, or at any time thereafter,

that is material to Executive’s total compensation, unless an equitable

arrangement (embodied in an ongoing substitute or alternative plan) has been

made with respect to such plan, or (b) to continue Executive’s participation

therein (or in such substitute or alternative plan) on a basis not materially

less favorable, both in terms of the amount of benefits provided and the level

of Executive’s participation therein relative to other participants; or




 




(iv)          the Bank’s requiring

Executive, without his consent, to be based at any office or location other

than in the Atlanta, Georgia metropolitan area;




 




(v)           the insolvency or

the filing by any party, including the Bank or any of its subsidiaries, of a

petition for bankruptcy of the Bank or any such subsidiary, which petition is

not dismissed within sixty (60) days;




 




(vi)          any failure by the

Bank to comply with and satisfy Section 14(c) of this Agreement;




 




(vii)         any purported

termination by the Bank of Executive’s employment otherwise than as expressly

permitted by this Agreement; or




 




(viii)        the material breach

by the Bank of any provision of this Agreement.




 




Good Reason shall not include Executive’s death or Disability.  Executive’s continued employment shall not

constitute consent to, or a waiver of rights with respect to, any circumstance

constituting Good Reason hereunder.




 




(d)           Notice of

Termination.  Any termination by the

Bank for Cause, or by Executive for Good Reason shall be communicated by Notice

of Termination to the other party hereto given in accordance with Section 15(f)

of this Agreement.  For purposes of this

Agreement, a “Notice of Termination” means a written notice which (i) indicates

the specific termination provision in this Agreement relied upon, (ii) to the

extent applicable, sets forth in reasonable detail the facts and circumstances

claimed to provide a basis for termination of Executive’s employment under the

provision so indicated and (iii) specifies the termination date.  If a dispute exists concerning the

provisions of this Agreement that apply to Executive’s termination of

employment, the parties shall pursue the resolution of such dispute with reasonable

diligence.  Within five (5) days of such

a resolution, any party owing any payments pursuant to the provisions of this

Agreement shall make all such payments together with interest accrued thereon

at the rate provided in Section 1274(b)(2)(B) of the Internal Revenue Code of

1986, as amended (the “Code”).




 




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(e)           Date of

Termination.  “Date of Termination”

means (i) if Executive’s employment is terminated other than by reason of death

or Disability, the date of receipt of the Notice of Termination, or any later

date specified therein, or (ii) if Executive’s employment is terminated by

reason of death or Disability, the Date of Termination will be the date of

death or the Disability Effective Date, as the case may be.  If Executive’s employment is terminated

because of the Bank’s action to stop the automatic extension of the Employment

Period other than for Cause then the Date of Termination shall be the date of

expiration of the then-current term of the Employment Period.




 




7.             Obligations of

the Bank upon Termination.




 




(a)           Termination by

Executive for Good Reason; Termination by the Bank Other Than for Cause;

Cessation of Automatic Extension by Bank Other Than for Cause.  If, during the Employment Period, the Bank

shall terminate Executive’s employment other than for Cause, or Executive shall

terminate employment for Good Reason, or the Bank shall stop the automatic

extension of the Employment Period other than for Cause, then:




 




(i)            the Bank shall pay

to Executive in a lump sum in cash within 30 days after the Date of Termination

the aggregate of the following amounts:




 




A.            the sum of (1)

Executive’s Base Salary through the Date of Termination to the extent not

theretofore paid, (2) the product of (x) Executive’s target annual bonus for

the year in which the Date of Termination occurred (the “Target Annual Bonus”)

and (y) a fraction, the numerator of which is the number of days in the current

fiscal year through the Date of Termination, and the denominator of which is

365, and (3) any accrued vacation pay to the extent not theretofore paid, and

(4) unless Executive has elected a different payout date in a prior deferral

election, any compensation previously deferred by Executive (together with any

accrued interest or earnings thereon) to the extent not theretofore paid (the

sum of the amounts described in clauses (1), (2), (3) and (4) shall be

hereinafter referred to as the “Accrued Obligations”);




 




B.            the amount equal to

two times the sum of (1) Executive’s Base Salary in effect as of the Date of

Termination, and (2) the Target Annual Bonus;




 




(ii)           for two years after

the Date of Termination, or such longer period as may be provided by the terms

of the appropriate plan, program, practice or policy, the Bank shall continue

benefits to Executive and/or Executive’s family at least equal to those which

would have been provided to them in accordance with the Welfare Plans described

in Section 5(c) of this Agreement if Executive’s employment had not been

terminated or, if more favorable to Executive, as in effect generally at any

time thereafter with respect to other Peer Executives and their families,

provided, however, that if Executive becomes re-employed with another employer

and is eligible to receive medical or other welfare benefits under another

employer provided plan, the medical and other welfare benefits described herein

shall be secondary to those provided under such other plan during such

applicable period of eligibility; and




 




(iii)          all of Executive’s

outstanding stock options and other incentive awards from the Bank in the

nature of rights that may be exercised shall become fully exercisable and all

restrictions on Executive’s outstanding awards of restricted stock shall lapse;

and




 




(iv)          to the extent not

theretofore paid or provided, the Bank shall timely pay or provide to Executive

any other amounts or benefits required to be paid or provided or which

Executive is eligible to receive under any plan, program, policy or practice or

contract or agreement of the Bank (such other amounts and benefits shall be

hereinafter referred to as the “Other Benefits”).




 




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(b)           Death; Disability

or Retirement.  If Executive’s

employment is terminated by reason of Executive’s death, Disability or

Retirement during the Employment Period, this Agreement shall terminate without

further obligations to Executive or his legal representatives under this

Agreement, other than for payment of Accrued Obligations and the timely payment

or provision of Other Benefits.  Accrued

Obligations shall be paid to Executive’s estate or beneficiary, as applicable,

in a lump sum in cash within 30 days of the Date of Termination.  With respect to the provision of Other

Benefits, the term Other Benefits as used in this Section 7(b) shall

include, without limitation, and Executive’s estate and/or beneficiaries shall

be entitled to receive, benefits under such plans, programs, practices and

policies relating to death, disability or retirement benefits, if any, as are

applicable to Executive on the Date of Termination.




 




(c)           Termination for

Cause or Termination by Executive Except for Good Reason.  If Executive’s employment shall be

terminated for Cause during the Employment Period, or if Executive voluntarily

terminates employment during the Employment Period (except for Good Reason),

this Agreement shall terminate without further obligations to Executive, other

than for payment of Accrued Obligations (excluding the pro-rata bonus described

in clause 2 of Section 7(a)(i)(A)) and the timely payment or provision of Other

Benefits.




 




(d)           No Offset or

Mitigation.  Executive shall be

entitled, but not required, to seek and obtain other employment and/or work

following any termination of employment, and no amounts or monies earned by

Executive in such other employment or work shall be used to setoff or otherwise

reduce the Bank’s payment obligations under this Section 7 or otherwise except

as stated in Section 7(a)(ii) above.




 




8.             Non-exclusivity

of Rights.  Nothing in this Agreement

shall prevent or limit Executive’s continuing or future participation in any

plan, program, policy or practice provided by the Bank and for which Executive

may qualify, nor, subject to Section 15(g), shall anything herein limit or

otherwise affect such rights as Executive may have under any contract or

agreement with the Bank.  Amounts which

are vested benefits or which Executive is otherwise entitled to receive under

any plan, policy, practice or program of or any contract or agreement with the

Bank or any of its affiliated companies at or subsequent to the Date of

Termination shall be payable in accordance with such plan, policy, practice or

program or contract or agreement except as explicitly modified by this

Agreement.




 




9.             Certain

Additional Payments by the Bank.




 




(a)           Anything in this

Agreement to the contrary notwithstanding and except as set forth below, in the

event it shall be determined that any payment or distribution by the Bank to or

for the benefit of Executive (whether paid or payable or distributed or

distributable pursuant to the terms of this Agreement or otherwise, but

determined without regard to any additional payments required under this

Section 9) (a “Payment”) would be subject to the excise tax imposed by Section

4999 of the Code or any interest or penalties are incurred by Executive with

respect to such excise tax (such excise tax, together with any such interest

and penalties, are hereinafter collectively referred to as the “Excise Tax”),

then Executive shall be entitled to receive an additional payment (a “Gross-Up

Payment”) in an amount such that after payment by Executive of all taxes

(including any interest or penalties imposed with respect to such taxes),

including, without limitation, any income taxes (and any interest and penalties

imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment,

Executive retains an amount of the Gross-Up Payment equal to the Excise Tax

imposed upon the Payments.




 




(b)           All determinations

required to be made under this Section 9, including whether and when a Gross-Up

Payment is required and the amount of such Gross-Up Payment and the assumptions

to be utilized in arriving at such determination, shall be made by a certified

public accounting firm selected by Executive and reasonably acceptable to the

Bank as may be designated by Executive (the “Accounting Firm”) which shall

provide detailed supporting calculations both to the Bank and Executive within

15 business days of the receipt of notice from Executive that there has been a

Payment, or such earlier time as is reasonably requested by the Bank.  All fees and expenses of the Accounting Firm

shall be borne solely by the Bank.  Any




 




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Gross-Up Payment, as determined pursuant to this Section 9, shall be

paid by the Bank to Executive within five days of the receipt of the Accounting

Firm’s determination.  Any determination

by the Accounting Firm shall be binding upon the Bank and Executive.  As a result of the uncertainty in the application

of Section 4999 of the Code at the time of the initial determination by the

Accounting Firm hereunder, it is possible that Gross-Up Payments which will not

have been made by the Bank should have been made (“Underpayment”), consistent

with the calculations required to be made hereunder.  In the event that Executive thereafter is required to make a

payment of any Excise Tax, the Accounting Firm shall determine the amount of

the Underpayment that has occurred and any such Underpayment shall be promptly

paid by the Bank to or for the benefit of Executive.




 




10.           Costs of

Enforcement.  In any action taken in

good faith relating to the enforcement of this Agreement or any provision

herein, Executive shall be entitled to be paid any and all costs and expenses

incurred by him in enforcing or establishing his rights thereunder, including,

without limitation, reasonable attorneys’ fees, whether suit be brought or not,

and whether or not incurred in trial, bankruptcy or appellate proceedings.




 




11.           Representations

and Warranties.  Executive hereby

represents and warrants to the Bank that Executive is not a party to, or

otherwise subject to, any covenant not to compete with any person or entity,

and Executive’s execution of this Agreement and performance of his obligations

hereunder will not violate the terms or conditions of any contract or

obligation, written or oral, between Executive and any other person or entity.




 




12.           Restrictions on

Conduct of Executive.




 




(a)           General.  Executive and the Bank understand and agree

that the purpose of the provisions of this Section 12 is to protect legitimate

business interests of the Bank, as more fully described below, and is not

intended to eliminate Executive’s post-employment competition with the Bank per

se, nor is it intended to impair or infringe upon Executive’s right to

work, earn a living, or acquire and possess property from the fruits of his

labor.  Executive hereby acknowledges

that the post-employment restrictions set forth in this Section 12 are

reasonable and that they do not, and will not, unduly impair his ability to

earn a living after the termination of this Agreement.  Therefore, subject to the limitations of

reasonableness imposed by law, Executive shall be subject to the restrictions

set forth in this Section 12.




 




(b)           Definitions.  The following capitalized terms used in this

Section 12 shall have the meanings assigned to them below, which definitions

shall apply to both the singular and the plural forms of such terms:




 




“Competitive Position” means

any employment with a Competitor in which Executive will use or is likely to

use any Confidential Information or Trade Secrets, or in which Executive has

duties for such Competitor that relate to Competitive Services and that are the

same or similar to those services actually performed by Executive for the Bank;




 




“Competitive Services”

means the provision of banking products and services similar in scope to those

provided by the Bank and its subsidiaries as of the Effective Date.




 




“Competitor” means

any Person engaged, wholly or in part, in Competitive Services.




 




“Confidential Information”

means all information regarding the Bank, its activities, business or clients

that is the subject of reasonable efforts by the Bank to maintain its

confidentiality and that is not generally disclosed by practice or authority to

persons not employed by the Bank, but that does not rise to the level of a

Trade Secret.  “Confidential

Information” shall include, but is not limited to, financial plans and data

concerning the Bank; management planning information; business plans;

operational methods; market studies; marketing plans or strategies; product

development techniques or plans; customer lists; details of




 




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customer contracts; current and anticipated customer requirements;

past, current and planned research and development; business acquisition plans;

and new personnel acquisition plans. 

“Confidential Information” shall not include information that has become

generally available to the public by the act of one who has the right to

disclose such information without violating any right or privilege of the

Bank.  This definition shall not limit

any definition of “confidential information” or any equivalent term under state

or federal law.




“Determination Date”

means the date of termination of Executive’s employment with the Bank for any

reason whatsoever or any earlier date (during the Employment Period) of an

alleged breach of the Restrictive Covenants by Executive.




 




“Person” means any

individual or any corporation, partnership, joint venture, limited liability

Bank, association or other entity or enterprise.




 




“Principal or Representative”

means a principal, owner, partner, shareholder, joint venturer, investor,

member, trustee, director, officer, manager, employee, agent, representative or

consultant.




 




“Protected Customers”

means any Person to whom the Bank has sold its products or services or

solicited to sell its products or services during the twelve (12) months prior

to the Determination Date.




 




“Protected Employees” means

employees of the Bank who were employed by the Bank at any time within six (6)

months prior to the Determination Date.




 




“Restricted Period”

means the Employment Period and a period extending two (2) years from the Date of

Termination.




 




“Restricted Territory”

means the areas within a 25 mile radius of each banking office of the Bank

immediately after the Effective Date.




 




“Restrictive Covenants”

means the restrictive covenants contained in Section 9(c) hereof.




 




“Trade Secret” means

all information, without regard to form, including, but not limited to,

technical or nontechnical data, a formula, a pattern, a compilation, a program,

a device, a method, a technique, a drawing, a process, financial data,

financial plans, product plans, distribution lists or a list of actual or

potential customers, advertisers or suppliers which is not commonly known by or

available to the public and which information: 

(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.  Without limiting the

foregoing, Trade Secret means any item of confidential information that

constitutes a “trade secret(s)” under the common law or statutory law of the

State of Georgia.




 




(c)           Restrictive

Covenants.




 




(i)            Restriction on

Disclosure and Use of Confidential Information and Trade Secrets.  Executive understands and agrees that the

Confidential Information and Trade Secrets constitute valuable assets of the

Bank and its affiliated entities, and may not be converted to Executive’s own

use.  Accordingly, Executive hereby

agrees that Executive shall not, directly or indirectly, at any time during the

Restricted Period reveal, divulge, or disclose to any Person not expressly

authorized by the Bank any Confidential Information, and Executive shall not,

directly or indirectly, at any time during the Restricted Period use or make

use of any Confidential Information in connection with any business activity

other than that of the Bank.  Throughout

the term of this Agreement and at all times after the date that this Agreement

terminates for any reason, Executive shall not directly or indirectly transmit

or disclose any Trade Secret of the Bank to any




 




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Person, and shall not make use of any such Trade Secret, directly or

indirectly, for himself or for others, without the prior written consent of the

Bank.  The parties acknowledge and agree

that this Agreement is not intended to, and does not, alter either the Bank’s

rights or Executive’s obligations under any state or federal statutory or

common law regarding trade secrets and unfair trade practices.




 




Anything herein to the contrary notwithstanding, Executive shall not be

restricted from disclosing or using Confidential Information that is required

to be disclosed by law, court order or other legal process; provided, however,

that in the event disclosure is required by law, Executive shall provide the

Bank with prompt notice of such requirement so that the Bank may seek an

appropriate protective order prior to any such required disclosure by

Executive.




 




(ii)           Nonsolicitation

of Protected Employees.  Executive

understands and agrees that the relationship between the Bank and each of its

Protected Employees constitutes a valuable asset of the Bank and may not be

converted to Executive’s own use. 

Accordingly, Executive hereby agrees that during the Restricted Period

Executive shall not directly or indirectly on Executive’s own behalf or as a

Principal or Representative of any Person or otherwise solicit or induce any

Protected Employee to terminate his or her employment relationship with the

Bank or to enter into employment with any other Person.




 




(iii)          Restriction on

Relationships with Protected Customers. 

Executive understands and agrees that the relationship between the Bank

and each of its Protected Customers constitutes a valuable asset of the Bank

and may not be converted to Executive’s own use.  Accordingly, Executive hereby agrees that, during the Restricted

Period, Executive shall not, without the prior written consent of the Bank,

directly or indirectly, on Executive’s own behalf or as a Principal or

Representative of any Person, solicit, divert, take away or attempt to solicit,

divert or take away a Protected Customer for the purpose of providing or

selling Competitive Services; provided, however, that the

prohibition of this covenant shall apply only to Protected Customers with whom

Executive had Material Contact on the Bank’s behalf during the twelve (12)

months immediately preceding the termination of his employment hereunder.  For purposes of this Agreement, Executive

had “Material Contact” with a Protected Customer if (a) he had business

dealings with the Protected Customer on the Bank’s behalf; (b) he was

responsible for supervising or coordinating the dealings between the Bank and

the Protected Customer; or (c) he obtained Trade Secrets or Confidential

Information about the customer as a result of his association with the Bank.




 




(iv)          Noncompetition

with the Bank.  The parties

acknowledge: (A) that Executive’s services under this Agreement require special

expertise and talent in the provision of Competitive Services and that

Executive will have substantial contacts with customers of the Bank; (B) that

pursuant to this Agreement, Executive will be placed in a position of trust and

responsibility and he will have access to a substantial amount of Confidential

Information and Trade Secrets and that the Bank is placing him in such position

and giving him access to such information in reliance upon his agreement not to

compete with the Bank during the Restricted Period; (C) that due to his

management duties, Executive will be the repository of a substantial portion of

the goodwill of the Bank and would have an unfair advantage in competing with

the Bank; (D) that due to Executive’s special experience and talent, the loss

of Executive’s services to the Bank under this Agreement cannot reasonably or

adequately be compensated solely by damages in an action at law; (E) that

Executive is capable of competing with the Bank; and (F) that Executive is

capable of obtaining gainful, lucrative and desirable employment that does not

violate the restrictions contained in this Agreement.  In consideration of the compensation and benefits being paid and

to be paid by the Bank to Executive hereunder, Executive hereby agrees that,

during the Restricted Period, Executive will not, without prior written consent

of the Bank, directly or indirectly seek or obtain a Competitive Position in

the Restricted Territory with a Competitor; provided, however,

that the provisions of this Agreement shall not be deemed to prohibit the

ownership by Executive of any securities of the Bank or its affiliated entities

for not more than five percent (5%) of any class of securities of any

corporation having a class of securities registered pursuant to the Securities

Exchange Act of 1934, as amended.




 




9





























 




(d)           Enforcement of

Restrictive Covenants.




 




(i)            Rights and

Remedies Upon Breach.  In the event

Executive breaches, or threatens to commit a breach of, any of the provisions

of the Restrictive Covenants, the Bank shall have the right and remedy to

enjoin, preliminarily and permanently, Executive from violating or threatening

to violate the Restrictive Covenants and to have the Restrictive Covenants

specifically enforced by any court of competent jurisdiction, it being agreed

that any breach or threatened breach of the Restrictive Covenants would cause

irreparable injury to the Bank and that money damages would not provide an adequate

remedy to the Bank.  Such right and

remedy shall be in addition to, and not in lieu of, any other rights and

remedies available to the Bank at law or in equity.




 




(ii)           Severability of

Covenants.  Executive acknowledges

and agrees that the Restrictive Covenants are reasonable and valid in time and

scope and in all other respects.  The

covenants set forth in this Agreement shall be considered and construed as

separate and independent covenants. 

Should any part or provision of any covenant be held invalid, void or

unenforceable in any court of competent jurisdiction, such invalidity, voidness

or unenforceability shall not render invalid, void or unenforceable any other

part or provision of this Agreement.  If

any portion of the foregoing provisions is found to be invalid or unenforceable

by a court of competent jurisdiction because its duration, the territory, the

definition of activities or the definition of information covered is considered

to be invalid or unreasonable in scope, the invalid or unreasonable term shall

be redefined, or a new enforceable term provided, such that the intent of the

Bank and Executive in agreeing to the provisions of this Agreement will not be

impaired and the provision in question shall be enforceable to the fullest

extent of the applicable laws.




 




13.           Arbitration.  Any claim or dispute arising under this

Agreement shall be subject to arbitration, and prior to commencing any court

action, the parties agree that they shall arbitrate all controversies.  The arbitration shall be conducted in

Atlanta, Georgia, in accordance with the Employment Dispute Rules of the

American Arbitration Association and the Federal Arbitration Act, 9 U.S.C. §1, et. seq. 

The arbitrator(s) shall be authorized to award both liquidated and

actual damages, in addition to injunctive relief, but no punitive damages.  Such an award shall be binding and

conclusive upon the parties hereto, subject to 9 U.S.C. §10.  Each party shall have the right to have the

award made the judgment of a court of competent jurisdiction.




 




14.           Assignment and

Successors.




 




(a)           This Agreement is

personal to Executive and without the prior written consent of the Bank shall

not be assignable by Executive otherwise than by will or the laws of descent

and distribution.  This Agreement shall

inure to the benefit of and be enforceable by the Executive’s legal

representatives.




 




(b)           This Agreement shall

inure to the benefit of and be binding upon the Bank and its successors and

assigns.




 




(c)           The Bank will

require any successor (whether direct or indirect, by purchase, merger,

consolidation or otherwise) to all or substantially all of the business and/or

assets of the Bank to assume expressly and agree to perform this Agreement in

the same manner and to the same extent that the Bank would be required to

perform it if no such succession had taken place.




 




15.           Miscellaneous.




 




(a)           Waiver.  Failure of any party to insist, in one or

more instances, on performance by the other in strict accordance with the terms

and conditions of this Agreement shall not be deemed a waiver or relinquishment

of any right granted in this Agreement or of the future performance of any such

term or condition or of any other term or condition of this Agreement, unless

such waiver is contained in a writing signed by the party making the waiver.




 




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(b)           Severability.  If any provision or covenant, or any part

thereof, of this Agreement should be held by any court to be invalid, illegal

or unenforceable, either in whole or in part, such invalidity, illegality or

unenforceability shall not affect the validity, legality or enforceability of

the remaining provisions or covenants, or any part thereof, of this Agreement,

all of which shall remain in full force and effect.




 




(c)           Other Agents.  Nothing

in this Agreement is to be interpreted as limiting the Bank from employing

other personnel on such terms and conditions as may be satisfactory to it.




 




(d)           Entire Agreement.  Except as provided herein, this Agreement

contains the entire agreement between the Bank and Executive with respect to

the subject matter hereof and, from and after the Effective Date, this

Agreement shall supersede any other agreement between the parties with respect

to the subject matter hereof.




 




(e)           Governing Law.  Except to the extent preempted by federal

law, and without regard to conflict of laws principles, the laws of the State

of Georgia shall govern this Agreement in all respects, whether as to its

validity, construction, capacity, performance or otherwise.




 




(f)            Notices.  All notices, requests, demands and other

communications required or permitted hereunder shall be in writing and shall be

deemed to have been duly given if delivered or three days after mailing if

mailed, first class, certified mail, postage prepaid:




 




	

  To Bank:


  	

   


  	

  Main Street Bank


  
	

   


  	

   


  	

  Samuel B. Hay III, Chief Executive Officer


  
	

   


  	

   


  	

  1121 Floyd Street


  
	

   


  	

   


  	

  Covington, Georgia  30014


  
	

   


  	

   


  	

  (if hand-delivered)


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  P.O. Box 1098


  
	

   


  	

   


  	

  Covington, Georgia 30015-1098


  
	

   


  	

   


  	

  (if mailed)


  
	

   


  	

   


  	

   


  
	

  To Executive:


  	

   


  	

  John T. Monroe


  
	

   


  	

   


  	

  8295 High Hampton Chase


  
	

   


  	

   


  	

  Alpharetta, Georgia  30022


  
	

   


  	

   


  	

   


  





 




Any party may change the address to which notices, requests, demands

and other communications shall be delivered or mailed by giving notice thereof

to the other party in the same manner provided herein.




 




(g)           Amendments and

Modifications.  This Agreement may

be amended or modified only by a writing signed by both parties hereto, which

makes specific reference to this Agreement.




 




(h)           Construction.  Each party and his or its counsel have

reviewed this Agreement and have been provided the opportunity to revise this

Agreement and accordingly, the normal rule of construction to the effect that

any ambiguities are to be resolved against the drafting party shall not be

employed in the interpretation of this Agreement.  Instead, the language of all parts of this Agreement shall be

construed as a whole, and according to its fair meaning, and not strictly for

or against any party.




 




IN WITNESS WHEREOF,

the parties hereto have duly executed and delivered this Agreement as of the

date first above written.




 




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  MAIN STREET BANK


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

  By:


  	

  /s/ Samuel B. Hay III


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

  Samuel B. Hay III


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

  Chief Executive Officer


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

  EXECUTIVE:


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

  /s/ John T. Monroe


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

  John T. Monroe


  	

   


  
										





 




 




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EXHIBIT A




Form of Release




 




 




THIS RELEASE (“Release”) is granted effective as of the 

       day of

             ,

      , by John T. Monroe (“Executive”) in favor

of Main Street Bank (the “Bank”).  This

is the Release referred to in that certain Employment Agreement dated as of

        , 2002 by and between the Bank

and Executive (the “Employment Agreement”). 

Executive gives this Release in consideration of the Bank’s promises and

covenants as recited in the Employment Agreement, with respect to which this

Release is an integral part.




 




1.             Release of the

Bank.  Executive, for himself, his

successors, assigns, attorneys, and all those entitled to assert his rights,

now and forever hereby releases and discharges the Bank and its respective

officers, directors, stockholders, trustees, employees, agents, parent

corporations, subsidiaries, affiliates, estates, successors, assigns and

attorneys (“the Released Parties”), from any and all claims, actions, causes of

action, sums of money due, suits, debts, liens, covenants, contracts,

obligations, costs, expenses, damages, judgments, agreements, promises, demands,

claims for attorney’s fees and costs, or liabilities whatsoever, in law or in

equity, which Executive ever had or now has against the Released Parties,

including any claims arising by reason of or in any way connected with any

employment relationship which existed between the Bank or any of its parents,

subsidiaries, affiliates, or predecessors, and Executive.  It is understood and agreed that this

Release is intended to cover all actions, causes of action, claims or demands

for any damage, loss or injury, which may be traced either directly or

indirectly to the aforesaid employment relationship, or the termination of that

relationship, that Executive has, had or purports to have, from the beginning

of time to the date of this Release, whether known or unknown, that now exists,

no matter how remotely they may be related to the aforesaid employment

relationship including but not limited to claims for employment discrimination

under federal or state law, except as provided in Paragraph 2; claims arising

under Title VII of the Civil Rights Act, 42 U.S.C. § 2000(e), et  seq.

or the Americans With Disabilities Act, 42 U.S.C. § 12101 et  seq.;

claims for statutory or common law wrongful discharge, including any claims

arising under the Fair Labor Standards Act, 29 U.S.C. § 201 et  seq.;

claims for attorney’s fees, expenses and costs; claims for defamation; claims

for wages or vacation pay; claims for benefits, including any claims arising

under the Executive Retirement Income Security Act, 29 U.S.C. § 1001, et

seq.; and provided, however, that nothing herein shall release the Bank

of its obligations to Executive under the Employment Agreement, the Merger

Agreement or any other contractual obligations between the Bank or its

affiliates and Executive, or any indemnification obligations to Executive under

the Bank’s bylaws, articles of incorporation, Georgia law or otherwise.




 




13





























 




2.             Release of

Claims Under Age Discrimination in Employment Act.  Without limiting the generality of the

foregoing, Executive agrees that by executing this Release, he has released and

waived any and all claims he has or may have as of the date of this Release for

age discrimination under the Age Discrimination in Employment Act, 29 U.S.C. §

621, et seq.  It is understood

that Executive is advised to consult with an attorney prior to executing this

Release; that he in fact has consulted a knowledgeable, competent attorney

regarding this Release; that he may, before executing this Release, consider

this Release for a period of twenty-one (21) calendar days; and that the

consideration he receives for this Release is in addition to amounts to which

he was already entitled.  It is further

understood that this Release is not effective until seven (7) calendar days

after the execution of this Release and that Executive may revoke this Release

within seven (7) calendar days from the date of execution hereof.




 




Executive agrees that he has carefully read this Release and is signing

it voluntarily.  Executive acknowledges

that he has had twenty one (21) days from receipt of this Release to review it

prior to signing or that, if Executive is signing this Release prior to the

expiration of such 21-day period, Executive is waiving his right to review the

Release for such full 21-day period prior to signing it.  Executive has the right to revoke this

release within seven (7) days following the date of its execution by him.  However, if Executive revokes this Release

within such seven (7) day period, no severance benefit will be payable to him

under the Employment Agreement and he shall return to the Bank any such payment

received prior to that date.




 




EXECUTIVE HAS CAREFULLY READ THIS RELEASE AND ACKNOWLEDGES THAT IT

CONSTITUTES A GENERAL RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS AGAINST THE

COMPANY UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT.  EXECUTIVE ACKNOWLEDGES THAT HE HAS HAD A

FULL OPPORTUNITY TO CONSULT WITH AN ATTORNEY OR OTHER ADVISOR OF HIS CHOOSING

CONCERNING HIS EXECUTION OF THIS RELEASE AND THAT HE IS SIGNING THIS RELEASE

VOLUNTARILY AND WITH THE FULL INTENT OF RELEASING THE COMPANY FROM ALL SUCH

CLAIMS.




 




 




 




	

   


  	

   


  	

  John T. Monroe


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  Date:


  	

   


  	

   


  	

   


  





 




 




14