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          (b) During the Term, Consultant shall perform the services faithfully and to the best of hisability. Consultant shall be reasonably available using such time, energy and skill as may bereasonably necessary for the performance of his duties, responsibilities and obligations hereunder,consistent with past practices and norms in similar positions.     Section 4. Termination of Engagement. Consultant’s engagement by the Company and theBank shall immediately terminate if the Company or the Bank elects to terminate this Agreement forCause. For purposes hereof, “Cause” shall mean (i) an act of fraud, misappropriation, embezzlementor dishonesty with respect to the Company or the Bank by Consultant; (ii) the conviction of, orplea of guilt or no contest to, any felony by Consultant; (iii) gross negligence or intentionalmisconduct by Consultant in the performance of his duties that is not promptly remedied uponreceipt of notice thereof from the Company or the Bank; (iv) the disregard by Consultant of anylawful policy established by the Boards of Directors of the Company or the Bank or any other personto whom Consultant reports that is not promptly remedied upon receipt of notice thereof from theCompany or the Bank; or (v) any breach by Consultant of any other provision of this Agreement thatis not promptly remedied upon receipt of notice thereof from the Company or the Bank. Upon atermination of this Agreement for Cause pursuant to this Section 4, Consultant shall be entitled toall accrued compensation through the date of termination with no further payment obligationhereunder on the part of the Company or the Bank.     Section 5. Compensation and Expenses. In consideration of the Services, the Companyshall pay Consultant during the Term a fee equal to $10,000.00 per month payable on the first dayof each month during the Term (provided that the fee payable on May 17, 2011 for the consultingservices performed from the Effective Date through May 31, 2011 shall be $5,000.00). Upon receiptof itemized vouchers, expense account reports and supporting documents submitted to the Bank inaccordance with the Bank’s policies and procedures then in effect, the Bank shall reimburseConsultant for all reasonable and necessary business expenses incurred ordinarily and necessarilyby Consultant in connection with the performance of Consultant’s duties hereunder.     Section 6. Taxes. Consultant shall have the entire responsibility todischarge any and all of his (and not the Company’s or the Bank’s) obligations under federal, stateor local laws, regulations or orders now or hereafter in effect, relating to taxes, unemploymentcompensation or insurance, social security, workers’ compensation, disability pensions and taxwithholdings (the “Tax Obligations”). Consultant hereby agrees to indemnify and hold each of theCompany and the Bank harmless for any and all claims, losses, costs, fees, liabilities, damages orinjuries suffered by the Company arising out of Consultant’s failure to properly discharge the TaxObligations.     Section 7. Relationship of Parties. It is the express intention of the parties thatthe relationship of Consultant to the Company and the Bank, for so long as Consultant is providingservices under this Agreement, shall be, from and after the Effective Date, that of independentcontractor, and nothing in this Agreement is intended or shall be construed to create, from andafter the Effective Date, a relationship of employer and employee, principal and agent or masterand servant between the Company and the Bank and Consultant. Consultant has no authority to actfor or on behalf of the Company or the Bank or to enter into any obligations, contracts orcommitments on behalf of the Company or the Bank.     Section 8. Indemnity. Consultant hereby agrees to defend, indemnify, protect, andhold harmless the Company and the Bank and their shareholders, directors, employees, and agentsfrom
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any and all claims, losses, demands, suits, or actions arising out of or incidental to the servicesprovided pursuant to this Agreement, including any liability or claim for taxes payable by or onbehalf of Consultant.     Section 9. Remedies. Consultant acknowledges and agrees that a breach by him of anyprovision of this Agreement cannot be reasonably or adequately compensated in damages in an actionat law, and that the Company and the Bank shall each be entitled to seek injunctive relief and anyother remedies that may be available at law or in equity, all of which remedies shall be cumulativeand in addition to any rights and remedies available by contract, law, rule, regulation, or order.     Section 10. Intellectual Property. All right, title and interest of every kind andnature whatsoever in and to any intellectual property, including any inventions, patents,trademarks, copyrights, ideas, creations, and properties furnished to the Bank or the Companyduring the Term, and/or used in connection with any of the Bank’s or the Company’s activities, orwritten or created by the Consultant, or with which the Consultant is connected in the performanceof his services hereunder, shall as between the parties hereto be, become, and remain the sole andexclusive property of the Bank or the Company, as the case may be, for any and all purposes anduses whatsoever, regardless of whether the same were invented, created, written, developed,furnished, produced, or disclosed by the Consultant or any other party, and the Consultant shallhave no right, title or interest of any kind or nature therein or thereto, or in and to any resultsand proceeds therefrom. The Consultant agrees, during the Term hereof, to execute any and alldocuments and agreements which the Bank or the Company may deem necessary and appropriate toeffectuate the provisions of this Section 10.     Section 11. Privacy Compliance.(a) Definitions. As used in this Agreement:     (i) “Customer Information” means nonpublic personal information about anyindividual (or that individual’s legal representative) who obtains or seeks toobtain a financial product or service from you when (1) the financial product orservice is to be used primarily for personal, family or household purposes and (2)the information about the information is protected by Privacy Laws.     (ii) “Privacy Laws” refers collectively to the various federal and state lawsand regulations governing the privacy of Customer Information, as the same may beamended from time to time. The Privacy Laws include, but are not limited to, Title Vof the Gramm-Leach-Bliley Act of 1999 (Public Law 106-102, 113 Stat. 1338) and itsimplementing regulations, and any applicable implementing guidelines.(b) Confidentiality Obligations. Except as provided in (c) below, Consultantwill:     (i) Limit access to Customer Information to the Bank’s or the Company’spartners, officers, directors, employees, and agents who have a need to know suchinformation to carry out the purposes for which the information was disclosed or
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made available and who have an obligation to maintain the confidentiality ofthe information;     (ii) Safeguard and maintain the confidentiality of Customer Information and notdirectly or indirectly disclose the same to any other person or entity in violationof or in any manner inconsistent with applicable Privacy Laws or any other standardsthat govern the Bank or the Company and also immediately notify the Bank or theCompany of any such direct or indirect disclosure; and     (iii) Not use Customer Information in violation of or in any mannerinconsistent with applicable Privacy Laws or any other standards that govern theBank or the Company.(c) Exceptions. Provided the disclosure of Customer Information is permittedunder any other standards that govern the Bank or the Company, the Consultant willnot be in violation of this Agreement for disclosing Customer Information when:     (i) The Consultant discloses the information with the Bank’s consent orpursuant to (1) a subpoena or court order, (2) a federal or state law or regulation,or (3) the rules or regulations of a governmental agency; or     (ii) The disclosure is (1) reasonably necessary and appropriate to carry outthe purposes for which the Customer Information was provided or made available tothe Consultant, (2) made in the ordinary course of business and, (3) required orpermitted under applicable Privacy Laws.(d) Security Measures. The Consultant has implemented or will implementappropriate measures designed to ensure the security and confidentiality of CustomerInformation, protect against any anticipated threats or hazards to the security orintegrity of Customer Information, and protect against unauthorized access to or useof Customer Information that could result in substantial harm or inconvenience toany of the Bank’s customers. Where indicated by the Bank’s risk assessment, the Bankmay monitor the Consultant to confirm that the Consultant has satisfied theConsultant’s obligations under this Agreement.(e) Remedies. The Consultant acknowledges that the Bank has the right totake all reasonable steps to protect the Customer Information of the Bank or theCompany, including, but not limited to, seeking injunctive relief and any otherremedies that may be available at law or in equity, all of which remedies shall becumulative and in addition to any rights and remedies available by contract, law,rule, regulation, or order.     Section 12. Confidentiality; Non-Competition; Non-Solicitation.(a) Consultant recognizes and acknowledges that he has had, and may continue tohave, access to certain information of Company and the Bank that is confidential
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and constitutes valuable, special and unique property of Company. Consultant shallnot at any time, either during or subsequent to the term of this Agreement, discloseto others, use, copy or permit to be copied, except as directed by law or inpursuance of Consultants’ duties for or on behalf of Company, its successors,assigns or nominees, any Confidential Information of Company (regardless of whetherdeveloped by Consultant), without the prior written consent of the Company. Theterm “Confidential Information” means any Company secret or confidential informationor know-how and shall include, but shall not be limited to, the plans; customers;customer specific information; customer specific loan pricing, loan needs, andmaturity dates; costs, prices, rates, uses, and applications of products andservices; customer specific deposit information; results of investigations; studiesowned or used by such person; and all products, processes, compositions, computerprograms, and servicing, marketing or operational methods and techniques at any timeused, developed, investigated, made or sold by such person, before or during theterm of this Agreement, that are not readily available in the banking industry.(b) For and in consideration of the payments that the Company and the Bank have eachagreed to make to Consultant under the terms of this Agreement, Consultant agreesthat he will not, during the Term, directly or indirectly engage in the business ofbanking, or any other business in which Company directly or indirectly engagesduring the Term, in any county of any state in which the Company has an office orbranch at the Effective Date. For purposes of this Section 12(b), Consultant shallbe deemed to engage in a business if he directly or indirectly, engages or investsin, owns, manages, operates, controls or participates in the ownership, management,operation or control of, is employed by, associated or in any manner connected with,or renders services or advice to, any business engaged in banking or financialservices; provided, however, that Consultant may invest in the securities of anyenterprise (but without otherwise participating in the activities of suchenterprise) if the following two conditions are met: (A) such securities are listedon any national or regional securities exchange or have been registered underSection 12(g) of the Securities Exchange Act of 1934; and (B) Consultant does notbeneficially own as defined in Rule 13d-3 promulgated under the Securities ExchangeAct of 1934 in excess of 1% of the outstanding capital stock of such enterprise. (c) Consultant hereby agrees that, during the Term, he will not, without theCompany’s prior written consent, directly or indirectly, (i) induce, attempt to induceor encourage any person employed with the Company or any of its subsidiaries to leavethe employ of the Company or such subsidiary or in any way interfere with therelationship between the Company or such subsidiary and such persons, or (ii) solicitfor employment or hire any person who is or has been employed with the Company or anyof its subsidiaries, unless such person has ceased to be an employee of the Company orany of its subsidiaries for at least six months (other than as a result of a breach ofthis Section 12(c)); provided, however, that this prohibition shall not apply tosolicitations made to the public or the industry generally through advertising orelectronic listing which are not targeted at employees of the Company or anysubsidiary, or the subsequent employment of any person (other than any of the Company’sexecutive officers) as a result of such permitted solicitations.
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     Section 13. No Conflicting Obligations. Consultant certifies that Consultant has nooutstanding agreement or obligation that is in conflict with any of the provisions of thisAgreement, or that would preclude Consultant from complying with the provisions hereof, and furthercertifies that Consultant will not enter into any such conflicting agreement during the term ofthis Agreement.     Section 14. Assignment. This Agreement may not be assigned by any party hereto withoutthe prior written consent of the non-assigning party; provided that the Company and the Bank mayeach assign this Agreement without the consent of Consultant to any affiliate thereof.     Section 15. Waiver. Any party’s failure to enforce any provision(s) of this Agreementshall not in any way be construed as a waiver of any such provision(s), or to prevent that partythereafter from enforcing each and every other provision of this Agreement.     Section 16. Severability. The invalidity or unenforceability of any provision of thisAgreement shall in no way effect the validity or enforceability of any other provision.Furthermore, to the extent this Agreement is inconsistent with federal or state law, this Agreementshall be deemed amended to the extent necessary to make it consistent and in compliance with suchlaws.     Section 17. Entire Agreement. The terms and conditions of this Agreement supersedeany previous oral or written agreement with respect to Consultant’s engagement by the Company andthe Bank and may be altered only by another written agreement, signed by the parties hereto. ThisAgreement sets forth the entire understanding of the parties with respect to the subject matterhereof, and no representation, warranty, promise or agreement whatsoever not expressly containedherein has been made to Consultant by the Company or the Bank or any representative, consultant oragent of the Company or the Bank.     Section 18. Attorneys’ Fees. The parties agree that in the event it becomes necessaryto seek judicial remedies for the breach or threatened breach of this Agreement, any prevailingparty shall be entitled, in addition to all other remedies, to recover from any non-prevailingparty all costs of such judicial action, including but not limited to, reasonable attorneys’ feesand costs and paralegals’ fees, together with all sales taxes thereon, and also including all suchexpenses related to any appeal.     Section 19. Notices. All notices, offers, requests, demands, and other communicationspursuant to this Agreement shall be given in writing by personal delivery, by prepaid first classregistered or certified mail properly addressed with appropriate postage paid thereon, or byovernight delivery service, and shall be deemed to be duly given and received on the date ofdelivery if delivered personally, on the second day after the deposit in the United States Mail ifmailed, or on the first day after delivery to an overnight delivery service if delivered byovernight delivery service to the following addresses:   If to the Company or the Bank: Green Bankshares, Inc.  100 North Main Street  Greeneville, TN 37743  Attn: Stephen Rownd
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   with a copy to: Bass, Berry & Sims PLC  150 Third Avenue South, Suite 2800  Nashville, TN 37201  Attention: D. Scott Holley, Esq.   If to Consultant: James E. Adams  125 Watercress Drive  Greeneville, TN 37745or to such other addresses as the parties shall from time to time designate by like notice.     Section 20. Governing Law. This Agreement shall be construed and interpreted inaccordance with the laws of the State of Tennessee, without applying the conflict of laws rules ofsuch state. In addition, the parties consent to the jurisdiction of the State of Tennessee for anylawsuit arising under this Agreement. The parties also agree that the venue for any lawsuit arisingunder this Agreement shall be in Greene County, Tennessee.     Section 21. Successors and Assigns. This Agreement shall be binding upon and shallinure to the benefit of the parties hereto and their permitted successors and assigns.     Section 22. Further Assurances. Each party hereto shall perform such further acts andexecute and deliver such further documents as may be reasonably necessary to carry out theprovisions of this Agreement.     Section 23. Survival. The provisions of Sections 6, 8, 10, 11, 12, 17, 19 and 22hereof shall survive termination for any reason or expiration of this Agreement for the perioddescribed or referenced in each such Section or, if no period is described or referenced in suchSection, indefinitely.*[Signatures on next page]*
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     **IN WITNESS WHEREOF**, the undersigned parties have caused this Consulting Agreement to beexecuted by themselves or by their duly authorized representatives as of the day and date firstwritten above.