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Exhibit 10.5    
  


 
 

EMPLOYMENT AGREEMENT    
  


        This Employment Agreement ("Agreement") is made and entered into this 30th day of December, 2002, by and between GAINESVILLE BANK &
TRUST, a state bank created under the laws of the State of Georgia (hereinafter referred to as "Bank"), and GREGORY L. HAMBY, a
resident of the State of Georgia (hereinafter referred to as "Employee"); 


W I T N E S S E T H:  


        WHEREAS, Bank desires, subject to the terms of this Agreement, to provide a continued employment relationship with
Employee in the event of a change of control of GB&T Bancshares, Inc., a Georgia Bank holding company which owns Bank (hereinafter referred to as "Holding Company"); and 


        WHEREAS, Employee is willing to provide continuing service to Bank in the event of a change of control in the Holding Company; 


        NOW, THEREFORE, in consideration of the employment of Employee and the salary and other benefits accruing therefrom, and in consideration
of the retention of the Employee as an employee for the term specified, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as
follows: 


        1.    Employment.    Beginning on the date this Agreement becomes effective ("Effective
Date") and ending on a date exactly twenty-four (24) months thereafter (said period hereafter called the "Employment Term"), Bank hereby agrees to continue to employ Employee to
serve as a senior officer of the Bank and to perform such duties and responsibilities as are set forth in Section 4 hereof. Employee agrees to devote such of his time and energy to the business
of the Bank as is needed, and shall perform these duties in a trustworthy and businesslike manner, all to further the business and interests of the Bank. 


        2.    Effective Date.    This Agreement shall become effective only upon a "change in
control" of the Holding Company, as defined herein. "Change in Control" shall include any of the following events: 


        (a)  The closing of any transaction, whether by merger, consolidation, asset sale, tender offer, reverse stock split or
otherwise, which results in the acquisition of beneficial ownership (as such term is defined under the rules and regulations promulgated under the Securities and Exchange Act of 1934, as Amended) by
any person or entity or any group (except the Board of Directors of the Holding Company as it exists on the date of execution of this Agreement) or other persons or entities acting in concert, of
50 percent or more of the outstanding shares of common stock of the Holding Company. 


        (b)  The closing of any sale of all or substantially all of the assets of the Holding Company. 


        Change
of Control shall not include transfers occurring on account of death, gift, or stockholder action not in concert. 


        3.    Compensation.    As payment for services rendered by Employee during the Employment
Term, Bank agrees to pay Employee a total annual salary at least equal to the average of the compensation (base salary and incentive bonus) Employee has received for the three calendar years preceding
the Effective Date. Salary shall be payable in semi-monthly installments payable on the 15th and last day of each month. 


        3.1  Employee shall receive health insurance and health benefits under the same terms and conditions as all other employees of
the Bank during the term of this Agreement. 


        3.2  Employee shall be eligible to participate in the 401K Plan on the same terms and conditions as provided for all employees
at the senior vice-president level or higher at the Bank. 








        3.3  Employee shall receive the same number of weeks paid vacation as he/she was entitled to under the terms and conditions of
his or her employment immediately preceding the event constituting the Change of Control of the Holding Company. In the event the Employment Agreement becomes effective after January 1 of
calendar year, Employee's vacation shall be adjusted for that calendar year, by subtracting the number of vacation days already taken by Employee for the calendar year from the number of paid vacation
days Employee would otherwise be eligible for under this Agreement during that calendar year. 


        3.4  Payment of salary pursuant to this Agreement shall be in lieu of any other bonus or incentive compensation arrangement
under which Employee may be working for the partial year immediately prior to the Effective Date. 


        3.5  Employee shall also receive all other fringe benefits that Employee was receiving under the terms and conditions of his
or her employment immediately prior to the event constituting Change of Control of the Holding Company. 


        4.    Duties and Responsibilities.    Bank hereby retains Employee to serve as a senior
officer of the Bank and to perform such duties and responsibilities as are customarily rendered by persons in Employee's capacity as a senior officer. 


        5.    Termination of Agreement by Bank.    In the event Bank elects to terminate this
Agreement, it shall do so only as provided herein, and Bank shall be required to make payments as provided herein. The Agreement, and Employee's employment, may be terminated as follows: 


        (a)    For Cause.    This Agreement may be terminated by the Board of Directors of the
Bank without notice and without further obligation and for monies already paid for any of the following reasons: 



	(1)
	Conviction of any felonies;



	(2)
	Conviction of any misdemeanor involving moral turpitude;



	(3)
	Fraud, dishonesty or willful violation of any law that results in an adverse effect on the Bank;



	(4)
	Failure or refusal to perform in a reasonable manner the usual and customary duties of the Employee's employment and failure to correct
such deficiencies within 30 days after written notice by Bank to Employee that specifies the nature of such deficiencies and the way in which such deficiencies may be cured, if any;



	(5)
	Failure and refusal to comply in any material respect with the reasonable policies, standards and regulations of the Bank and its
regulatory agencies as same currently exist or may be amended, which failure continues after 30 days written notice of the nature of such deficiencies and the way in which deficiencies may be
cured, if any. 




        (b)  Termination by the Board of Directors for any reason other than those set forth in subpart (a) of this
Section 5, shall require Bank to pay to Employee a sum equal to the base salary for Employee, provided in paragraph 3, for the period remaining in this Agreement. The payment shall be
made for the remaining period in a lump sum due not later than fifteen days after the last to occur of (i) the date of any closing in which Change of
Control takes place; (ii) and the date upon which Employee is given notice by the Bank that his employment is terminated. Bank shall have no obligation
other than payment of the lump sum. 


        6.    Termination of Agreement by Employee.    Employee may elect to terminate this
Agreement and his employment upon two weeks notice to the Bank. In the event Employee elects to terminate this Agreement, Employee shall receive no further salary or other benefits under this
Agreement from the Effective Date of his election to terminate, and Bank shall have no further obligation to Employee. 


        7.    Notice of Termination.    Each party shall give two weeks advance notice of their
intent to terminate this Agreement. However, if Employee is terminated for cause, no notice period beyond that required under Section 5 hereof shall be required and Employee shall receive no
additional salary 









beyond termination of Effective Date. If Employee terminates the Agreement, Bank shall have the option to release Employee from serving out the notice period, in which case Employer will not be
responsible for payment of any salary or other benefits for the notice period. 


        8.    Employment at Will.    Until such time as there is a Change of Control, as defined
in this Agreement, Employee acknowledges and understands that his employment is for no definite period of time, and may be terminated at any time. Employee acknowledges that this Agreement will become
effective, if ever, only upon Change of Control as defined herein. 


        9.    Assignment.    This Agreement will be fully assignable by Bank to any successor in
interest of the Bank and shall be binding on and inure to the benefit of any successor to the Bank. The Agreement is not assignable by Employee, as it is an agreement for personal services to be
performed by Employee. 


        10.    Severability.    Each section and subsection of this Agreement constitutes a
separate and distinct understanding, covenant and provision hereof. In the event that any provision of this Agreement shall finally be determined to be unlawful, such provision shall be deemed to be
severed from the Agreement, but every other provision of this Agreement shall remain in full force and effect. 


        11.    Governing Law.    This Agreement shall in all respects be interpreted, construed
and governed in accordance with the laws of the State of Georgia. 


        12.    Amendment.    This Agreement may not be amended orally but only by an instrument
in writing duly executed by the parties hereto. 


        13.    Mediation.    In the event of any dispute between the Bank and Employee, any such
dispute shall be submitted for mediation between the parties. If either party refuses to participate in mediation, that party shall be responsible for all attorney's fees and costs of litigation of
the other party who is willing to participate in mediation, if the party who agreed to mediate prevails at trial of the dispute. In the event the parties cannot agree on a mediator within ten days of
one of the party's request for mediation, the dispute will be mediated by a certified mediator appointed by the Senior Superior Court Judge of Hall County Superior Court. 


        14.    Notices.    Any notice or other document or communication permitted or required to
be given to Employee pursuant to the terms hereof shall be deemed given if personally delivered to Employee or sent to him postage prepaid, by U. S. Mail, at 500 Jesse Jewell Parkway SE, Gainesville,
GA 30501, or any such other address as Employee shall have notified the Bank of in writing. Any notices or other document or communication permitted or required to be given to Bank pursuant to the
terms hereof shall be deemed given and personally delivered or sent to the Bank, postage prepaid, by registered or certified mail at P. O. Box 2760, Gainesville, GA 30503, to the attention of the
Chairman of the Board of Directors, or at such other address as the Bank shall have notified Employee in writing. 


        15.    Waiver.    The waiver by either party hereto of a breach of any provision of this
Agreement by the other shall not operate or be construed as a waiver of any subsequent breach of the same or any other provision of this Agreement by the breaching party. 






        IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the day and year first above
written. 



	 	 	BANK: GAINESVILLE BANK & TRUST
 
	

 	
 	

By:	


	

 	
 	

Title:	


	

 	
 	

Attest:	

    Secretary
	
 	
 	

EMPLOYEE:
 
	

 	
 	

 Gregory L. Hamby











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Exhibit 10.5


EMPLOYMENT AGREEMENT