d10_11.htm


    CANCELLATION
AGREEMENT

    


    


    THIS AGREEMENT is made and entered into
as of this 1st day of April, 2009 (the “Cancellation Date”) by and between
MCINTOSH STATE BANK (the “Bank”); and THURMAN L. WILLIS, a resident of the State
of Georgia (the “Executive”).

    


    Recitals:

    


    The Bank and the Executive are parties
to that certain Salary Continuation Agreement dated October 1, 1999, as amended
by the First Amendment thereto dated December 19, 2002 and the Second Amendment
thereto dated January 10, 2007 (the “Deferred Compensation
Agreement”).

    


    The Bank and the Executive desire to
cancel the Deferred Compensation Agreement to improve the capital position of
the Bank and to enhance the prospects of the Bank in the face of its current
financial challenges.

    


    The Bank and the Executive acknowledge
that the goal of improving the Bank’s financial position is in the best interest
of both parties.

    


    For and in consideration of the
recitals set forth above and the mutual agreements set forth below, the parties
hereto agree as follows:

    


    Statement of
Agreement:

    


    1           Cancellation of Deferred
Compensation Agreement.  This Agreement extinguishes the
Deferred Compensation Agreement and all of the Executive’s rights thereunder
effective as of the Cancellation Date.  The cancellation is made
pursuant to Section 7.2 of the Deferred Compensation Agreement; provided,
however, the Executive further acknowledges and
agrees that Section 7.2 is hereby amended, effective immediately prior to the
Cancellation Date, to eliminate any obligation of the Bank to distribute to the
Executive or any other party any benefit obligations accrued under the Deferred
Compensation Agreement as of the effective date of termination (or at any time
thereafter).

    


    3.           Further
Acknowledgements.  The Executive acknowledges that the Bank
shall have obligations to the Executive or any other party under the terms of
the Deferred Compensation Agreement which survive its
cancellation.  The Executive further acknowledges that the Executive
has had an opportunity to review documents, consult with counsel and make
inquiries of Bank representatives prior to entering into this Agreement and is
entering into this Agreement of the Executive’s own free will.

    


    4.           Governing
Laws.  This Agreement shall be construed, administered and
enforced according to the laws of the State of Georgia, to the extent not
preempted by federal law.

    


    5.           Successors.  This
Agreement shall be binding upon and inure to the benefit of the heirs, legal
representatives, successors and permitted assigns of the parties.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    6.           Entire
Agreement.  This Agreement expresses the entire understanding
and agreement of the parties with respect to the subject matter.  As
of the Cancellation Date, the Deferred Compensation Agreement shall become null
and void.

    


    7.           Specific
Performance.  In the event of any actual or threatened default
in, or breach of, any of the terms, conditions and provisions of this Agreement,
the party or parties who are thereby aggrieved shall have the right to specific
performance and injunction in addition to any and all other rights and remedies
at law or in equity, and all such rights and remedies shall be
cumulative.

    


    IN WITNESS WHEREOF, the parties have
caused this Agreement to be executed on the 28th day of April,
2009.

    


    


    MCINTOSH STATE BANK

    


    


    By: /s/William K.
Malone

    


    Title: Chief Executive
Officer

    


    


    EXECUTIVE:

    


    


    /s/ Thurman L.
Willis

    Thurman L. Willis

    


    


    
 

     

    -2-