Exhibit 10.1


    
      

    


    EMPLOYMENT
      AGREEMENT

    


    


    This
      EMPLOYMENT AGREEMENT (the “Agreement”) is hereby entered into as of the 21st day
      of March 2006 (the “Effective Date”), between SEASONS BANCSHARES, INC., a
      Georgia banking corporation (and with CADENCE BANK as the surviving entity
      in
      the merger described below)(the “Bank”) and DAVID K. GEORGE (the “Employee”).


    


    WHEREAS,
      the Bank is engaged in the business of commercial banking; 

    


    WHEREAS,
      the Employee is experienced in commercial banking; 

    


    WHEREAS,
      the Bank desires to employ the Employee and the Employee desires to accept
      employment on the terms and conditions set forth herein; and 

    


    WHEREAS,
      concurrently with the execution of this Agreement, Seasons Bancshares, Inc.
      entered into a merger agreement with NBC Capital Corporation that provides
      for
      the merger of Seasons Bancshares, Inc. into Cadence Bank and the parties hereby
      acknowledge that without the employment and agreement by Employee to not compete
      with Cadence Bank as set forth herein such merger agreement would not have
      been
      entered into by the parties. 

    


    NOW
      THEREFORE, in consideration of the mutual promises set forth herein, and
      intending to be legally bound, the parties hereby agree as follows:


    


    1.  
      EMPLOYMENT AND DUTIES 

    


    1.1    Employment.
      The Bank agrees to employ the Employee, and the Employee agrees to be employed
      by the Bank, for the Employment Term (as defined herein), subject to the terms
      and conditions set forth herein. 

    


    1.2    Office.
      The Employee shall have the title of President of the Bank’s Blairsville,
      Georgia, operations, or any other title as shall be determined by the Board
      of
      Directors or its designee (“Board”). The Employee shall report generally to the
      President and Chief Operating Officer of the Bank or such other persons as
      designated by the Board. 

    


    1.3    Duties.
      As President of the Bank’s Blairsville, Georgia, operations, Employee agrees to
      perform diligently and to the best of his ability the duties and services
      appertaining to any such office and such other duties as may be assigned to
      him
      from time to time by the Board. The Employee’s duties and responsibilities shall
      include such duties as are the type and nature normally assigned to similar
      senior officers of a financial institution of the size, type and stature of
      the
      Bank. Specifically, the Employee shall directly manage the daily business and
      financial activities of the Bank in Blairsville, Georgia, and implement
      strategies to achieve the overall business goals of the Bank. 

    


    1.4    Extent
      of
      Services. “The Employee shall devote the Employee’s entire time and efforts to
      the Bank’s business and affairs, and shall not engage in any other business
      activity for remuneration or compensation without the Bank’s prior written
      consent. This restriction is not intended to apply to the Employee’s supervision
      of any investments which may currently exist or be entered into, so long as
      these investments do not interfere with the Employee’s services to be rendered
      or cause a breach of the restrictions set forth in Sections 4 and 5 of this
      Agreement. 


    
      
        
        

      

      
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    2.
      TERM
      AND TERMINATION OF EMPLOYMENT 

    


    2.1    Term.
      Subject to the terms of Sections 2.2, the initial term shall commence on the
      Effective Date of this Agreement and shall continue for two year (“Initial
      Term”), and thereafter, at the election of the Bank and the Employee, renew for
      successive one year terms (such Initial Term and any renewal thereof being
      referred to herein as the “Employment Term”) provided, however, either party may
      terminate this Agreement, with or without cause as defined herein, at the
      expiration of the Initial Term or anyone year renewal term thereafter, upon
      written notice given to the other party at least ninety (90) days prior to
      the
      expiration of any such initial or renewal term hereunder. In connection with
      the
      termination by the Bank or Employee at the expiration of the initial term or
      renewal term, the Bank hereby agrees to pay to Employee three months salary
      in
      addition to such notice period and Employee hereby agrees to continue to be
      bound and subject to Sections 4 and 5 of this Agreement for one year following
      the date of such separation. In the event of the resignation of Employee after
      the first year of the Initial Term (although not contractually permitted),
      the
      Bank hereby agrees to pay Employee three months salary on a monthly basis after
      the effective date of such resignation and the Employee hereby agrees to be
      bound and subject to the Sections 4 and 5 of this Agreement. 

    


    2.2    Termination
      by the Bank. Notwithstanding the provisions of Section 2.1, the Bank shall
      have
      the right to terminate the employment of Employee under this Agreement prior
      to
      the end of the Employment Term for any of the following reasons and subject
      to
      the following conditions: 

    


    2.2.1       
      Termination
      for Cause. The Bank shall have the right to terminate this Agreement at any
      time
      for “cause.” The term “cause” shall mean:

    


    (a)    A
      material breach of the terms of this Agreement by the Employee, including
      without limitation, failure by the Employee to perform his duties and
      responsibilities in the manner and to the extent required under this Agreement
      and/or failure to abide by the covenants set forth in Sections 4 and 5 herein,
      which remains uncured after the expiration of thirty (30) days following the
      delivery of written notice of such breach to the Employee by the Bank. Such
      notice shall (i) specifically identify the duties that the Board believes the
      Employee has failed to perform and (ii) state the facts upon which the Board
      made such determination; 

    


    (b)    Conduct
      by the Employee that amounts to fraud, dishonesty or willful misconduct;


    


    (c)    Arrest
      for, charged in relation to (by criminal information, indictment or otherwise),
      or conviction of the Employee during the term of this Agreement of a felony;
      


    
      
        
        

      

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

    


    (e)    Conduct
      by the Employee that results in removal from his 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. 

    


    The
      Bank
      reserves the right to put Employee on paid or unpaid administrative leave
      pending an investigation into allegations of the conduct described above.
      Otherwise, termination of the Employee’s employment under this Section 2.2.1
      shall be deemed to occur immediately upon the Bank giving Employee written
      notice of termination. 

    


    2.2.2        
      Termination
      Without Cause. The Bank is granted an option to terminate the Employee’s
      employment, without cause, upon 30 days prior written notice to the Employee.
      In
      the event of a termination under this Section 2.2.2, the Bank shall be required
      to pay the Employee a severance payment of one year’s salary as defined in
      Section 3.1 herein and Employee continues to be bound and subject to Sections
      4
      and 5 of this Agreement. 

    


    2.3    Termination
      by Mutual Agreement. This Agreement can be terminated at any time upon mutual,
      written agreement of the parties. 

    


    2.4    Termination
      by Death. This Agreement will automatically terminate upon the death of the
      Employee. 

    


    2.5    Change
      of
      Control. A “Change of Control” means any of the following events: 

    


    (a)    the
      acquisition by any person or persons acting in concert of the then outstanding
      voting securities of the Bank or its parent bank or holding company (“Parent
      Bank”), if, after the transaction, the acquiring person (or persons) owns,
      controls or holds with power to vote thirty-five percent (35%) or more of any
      class of voting securities of the Bank or Parent Bank, as the case may be;
      or


    


    (b)    a
      reorganization, merger or consolidation, with respect to which persons who
      were
      the shareholders of the Bank or Parent Bank immediately prior to such
      reorganization, merger or consolidation do not, immediately thereafter, own
      more
      than fifty percent (50%) of the combined voting power entitled to vote in the
      election of directors of the reorganized, merged or consolidated company’s then
      outstanding voting securities; or 

    


    (c)    the
      sale,
      transfer or assignment of all or substantially all of the assets of the Parent
      Bank, Bank and its subsidiaries to any third party; and 

    


    (d)    Employee
      is terminated by Bank within one year of such Change in Control or Employee’s
      responsibilities and compensation are materially diminished as a result of
      the
      foregoing events described in this Section. Upon a Change in Control, the
      Employee shall be paid by the Bank in lump sum the Employee’s annual salary and
      Employee will continue to be bound and subject to Sections 4 and 5 of this
      Agreement. 


    
      
        
        

      

      
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    2.6    Effect
      of
      Termination. Upon termination of the Employee’s employment hereunder for any
      reason, the Bank shall have no further obligations to the Employee or the
      Employee’s estate with respect to this Agreement, except for the payment of
      salary and bonus amounts, if any, accrued pursuant to Article 3 hereof and
      unpaid as of the effective date of the termination of employment, as applicable.
      Nothing contained herein shall limit or impinge upon any other rights or
      remedies of the Bank or the Employee under any other agreement or plan to which
      the Employee is a party or of which the Employee is a beneficiary. 

    


    3.  
      COMPENSATION AND BENEFITS 

    


    3.1    Salary.
      The Bank shall pay to the Employee as basic compensation the sum of $140,000.00
      per annum (“Salary”), payable at those intervals as the Bank shall pay other
      similarly situated executives. 

    


    3.2    Car
      Allowance. Beginning as of the Effective Date, the Bank will provide the
      Employee with an automobile allowance of $750.00 per month. 

    


    3.3    Club
      Membership. Beginning on the Effective Date, the Bank agrees to reimburse the
      Employee for the 75% dues associated with membership at a club as selected
      by
      the Employee and approved by the Bank in accordance with the Bank’s club
      membership policy for similarly situated senior managers, provided, however,
      that the Employee shall, as a condition of 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
      the rules and regulations promulgated by the Internal Revenue Service.


    


    3.4    Fringe
      Benefits. The Employee shall receive the standard package of fringe benefits
      as
      the Bank provides to other similarly situated executives. Fringe benefits
      intended to be included in this standard benefit package include but are not
      limited to medical and life insurance, vacations, and sick leave. All such
      benefits shall be awarded and administered in accordance with the Bank’s
      standard policies and practices. 

    


    3.5    Bonus
      Program. The Bank agrees to the following: 

    


    3.5.1    2006
      Bonus Program. The Employee may be eligible to receive a bonus of $10,000.00
      if
      the Bank achieves $385,000 of net operating income, excluding merger related
      expenses, as of September 30, 2006. Further, the Employee may be eligible to
      receive an additional $10,000.00 ninety (90) days after the successful
      integration of the Bank in the sole discretion of the Board. 

    


    3.5.2    2007
      Bonus Program. Starting in 2007 and extending throughout the term and any
      extensions of this Agreement, the Employee will become eligible to participate
      in the Senior Management Bonus Plan wherein he can earn up to 25% of his Salary
      based on applicable performance measurements. 


    
      
        
        

      

      
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    3.6    Equity
      Incentives. The Bank shall make the Employee a participant in its proposed
      incentive compensation plan, in which it is proposed that other executives
      may
      also participate. The terms of this plan will be described in the Long-Term
      Incentive Compensation Plan (“Incentive Plan”). In the event that the Employee’s
      employment terminates, for any reason, no rights under the Incentive Plan shall
      vest after the termination, and no rights vested prior to the termination shall
      be adversely affected as a result of the termination. 

    


    4. 
      BANK INFORMATION 

    


    4.1    Bank
      Information. “Bank Information” includes “confidential information” and “trade
      secrets.” “Confidential information” means data and information relating to the
      business of the Bank (which does not rise to the status of a trade secret,
      as
      defined herein) which is or has been disclosed to the Employee or of which
      the
      Employee became aware as a consequence of or through the Employee’s relationship
      with 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 the Employee without authorization) or that
      has
      been independently developed and disclosed by others, or that otherwise enters
      the public domain through lawful means. “Trade secrets” means Bank information
      including, but not limited to technical or nontechnical data, strategic plans,
      business models, collateral data management systems, compilations, programs,
      devices, methods, techniques, drawings, processes, financial data, financial
      plans, product plans or lists 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 ascertained 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.
      

    


    4.1.1       
      Ownership
      of Bank Information. All Bank Information received or developed by the Employee
      while employed by the Bank will remain the sole and exclusive property of the
      Bank. 

    


    4.1.2       
      Obligations
      of the Employee. The Employee agrees:

    


    (a)    to
      hold
      Bank Information in the strictest confidence; 

    


    (b)    not
      to
      use, duplicate, reproduce, distribute, disclose or otherwise disseminate Bank
      Information or any physical embodiments of Bank Information; and 

    


    (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 or ceasing
      to
      qualify as Bank Information or a Trade Secret. 

    


    In
      the
      event that the Employee is required by law to disclose any Bank Information,
      the
      Employee will not make such disclosure unless (and then only to the extent
      that)
      the Employee has been advised by independent legal counsel that such disclosure
      is required by law and then only after prior written notice is given to the
      Bank
      when the Employee becomes aware that such disclosure has been requested and
      is
      required by law. This Section 4 shall 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. 


    
      
        
        

      

      
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    4.1.3    Delivery
      upon Request or Termination. Upon request by the Bank, and in any event upon
      termination of his employment with the Bank, the Employee will promptly deliver
      to the Bank all property belonging to the Bank, including without limitation,
      all Bank Information then in his possession or control. 

    


    5.  
      NON-COMPETE PROVISIONS 

    


    5.1    Non-Competition.
      The Employee agrees that during the Employment Term and for a period of twelve
      (12) months following the termination of his employment hereunder, he will
      not
      (except on behalf of or with the prior written consent of the Bank), within
      the
      geographic area within the boundaries of Fannin, Union, Townes counties in
      the
      State of Georgia, Clay and Cherokee counties in the State of North Carolina
      and
      Polk county in Tennessee (the “Area”), either directly or indirectly, on his own
      behalf or in the service or on behalf 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, which is commercial banking
      (“Business of the Bank”). It is the express intent of the parties that the Area
      as defined herein is the area where the Employee performs services on behalf
      of
      the Bank under this Agreement as of the Effective Date. 

    


    5.2    Non-Solicitation
      of Customers. The Employee agrees that during the Employment Term and for a
      period of twelve (12) months following the termination of his employment
      hereunder, he will not (except on behalf of or with the prior written consent
      of
      the Bank), within the Area, on his 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 Employee has or had material contact
      during the last two (2) years of his employment, for purposes of providing
      products or services that are competitive with the Business of the Bank.


    


    5.3    Non-Solicitation
      of Employees. The Employee agrees that during the Employment Term and for a
      period of twelve (12) months following the termination of his employment
      hereunder, he will not, within the Area, on his 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 Bank or its affiliates to another
      person or entity providing products or services that are competitive with the
      Business of the Bank, whether or not (a) such employee is a full-time employee
      or a temporary employee of the Bank or its affiliates, (b) such employment
      is
      pursuant to a written agreement, and (c) such employment is for a determined
      period or is at-will. 

    


    5.4    Remedy
      for Breach. The Employee acknowledges that the covenants contained in Sections
      4
      and 5 of this Agreement (the “Restrictive Covenants”) 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 a violation of any
      of
      the provisions of this Agreement, especially the Restrictive Covenants, will
      cause irreparable damage and loss to the Bank, its successors and assigns.
      Therefore, the Employee agrees and consents that, in addition to all the
      remedies provided by law or in equity, any violation shall entitle the Bank
      or
      its successors and assigns to an immediate temporary restraining order and
      temporary and permanent injunctions to prevent a breach or contemplated breach
      of any of the covenants. The Bank and the Employee agree that all remedies
      available to the Bank or the Employee, as applicable, shall be cumulative.
      


    
      
        
        

      

      
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    5.5    Separability.
      The Restrictive Covenants set forth in this Agreement are independent of any
      other covenant or provision of this Agreement, and the existence of any claim
      or
      cause of action against the Bank or any company affiliated with or related
      to
      the Bank, whether predicated on this Agreement, or any other agreement, or
      otherwise, shall not constitute a defense to the enforcement of these covenants.
      Further, if any provision of this Agreement is ruled invalid or unenforceable
      by
      a court of competent jurisdiction because of a conflict between the provision
      and any applicable law or public policy, the provision shall be redrawn to
      make
      the provision consistent with any valid and enforceable under the law or public
      policy. 

    


    6.  
      MISCELLANEOUS

    


    6.1    Notices.
      All notices, requests, demands, and other communications that are required
      or
      may be given under this Agreement shall be in writing and shall be deemed to
      have been duly given if delivered personally or sent by registered or certified
      mail, return receipt requested, postage prepaid: 

    


    
      	 	
              (a)
                

            	
              To
                the Bank:

            


    

    


    
      	
              [Address]
                

            	 
	  
	 
	  
	 
	  
	 


    

    


    
      	 	
              With
                information copy to: 

            


    

    


    
      	
              Adams
                and Reese LLP. 

            	 
	
              4400
                One Houston Center 

            	 
	
              1221
                McKinney St. 

            	 
	
              Houston,
                TX 77010 

            	 
	
              Attn:
                Mark Jones 

            	 


    

    


    
      	 	
              (b)
                

            	
              To
                the Employee: 

            


    

    


    
      	
              [Employee’s
                Address] 

            	 
	  
	 
	  
	 
	  
	 


    

    


    
      	 	
              With
                information copy to: 

            


    

    


    
      	
              [Attorney’s
                Address] 

            	 
	  
	 
	  
	 
	  
	 


    

     

    
      
        
        

      

      
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    6.2    Arbitration.
      Any dispute, controversy or claim arising out of or relating to this Agreement,
      including without limitation the Employee’s employment or the termination
      thereof shall be resolved exclusively by binding arbitration in Starkville,
      Mississippi, (or such other location as may be agreed to by the Bank and the
      Employee), in accordance with the rules of the American Arbitration Association
      then in effect. The arbitrator’s decisions shall be final and binding upon the
      parties and judgment may be entered in any court of competent jurisdiction.
      Employee must initial here: /s/
      DKG  

    


    6.3    Fees
      and
      Expenses. After a Change of Control has occurred, the Employee shall not be
      required to incur legal fees and expenses associated with the interpretation,
      enforcement or defense of his rights under this Agreement by litigation or
      otherwise. Accordingly, if, following a Change of Control, the Bank has failed
      to comply with any of its obligations under this Agreement or the Bank or any
      other person takes or threatens to take action to declare this Agreement void
      or
      unenforceable or institutes any litigation or proceeding designed to deny or
      to
      recover from the Employee the benefits provided under this Agreement, the
      Employee shall be entitled to retain counsel of the Employee’s choice, at the
      expense of the Bank, to advise and represent the Employee in connection with
      such dispute. This provision is intended to include any such interpretation,
      enforcement or defense, including without limitation the initiation or defense
      of any litigation, arbitration or other legal action, whether by or against
      the
      Bank or any director, officer, stockholder or other person affiliated with
      the
      Bank, in any jurisdiction. The Bank shall pay and be solely financially
      responsible for any and all attorneys’ and related fees and expenses incurred by
      the Employee in connection with any of the foregoing, without regard to whether
      the Employee prevails, in whole or in part. 

    


    In
      no
      event shall the Employee be required to reimburse the Bank for any of the costs
      and expenses incurred by the Bank relating to arbitration, litigation, or other
      legal action in connection with this Agreement. 

    


    6.4    Governing
      Laws. This Agreement shall be construed and enforced in accordance with the
      laws
      of the State of Mississippi. 

    


    6.5    Entire
      Agreement. This Agreement contains the entire agreement among the parties and
      there are no agreements, representations, or warranties that are not set forth
      herein. All prior negotiations, agreements, and understandings are superseded.
      This Agreement may not be amended or revised except by a writing signed by
      all
      the parties. Employee acknowledges and agrees that the Employment Agreement
      dated June 3, 2002, as amended, was terminated upon execution of the Termination
      and Release Agreement in connection therewith. 


    
      
        
        

      

      
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    6.6    Binding
      Effect. This Agreement shall be binding upon and inure to the benefit of the
      heirs, legal representatives, and successors of the respective parties; provided
      however, that this Agreement and all its rights may not be assigned by any
      party
      except by or with the written consent of the other parties. 

    


    6.7    Counterparts.
      This Agreement may be executed in any number of counterparts, each of which,
      when bearing original signatures, shall be deemed to be a duplicate original.
      

    


    


    IN
      WITNESS WHEREOF, this Agreement has been executed effective the date stated
      on
      the first page.

    


    
      	 	 	
              BANK

            	 
	 	 	 	 	 
	 	 	
              BY:
                

            	
              /s/
                William L. Sutton

            	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	
              EMPLOYEE

            	 
	 	 	 	 	 
	 	 	  
	
              /s/
                David K. George

            	 


    

     

     

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